Addendum No. 7. November 17, NYCSC Operations Request for Proposals (RFP) PSC

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1 Bridges and Tunnels Addendum No. 7 November 17, 2017 NYCSC Request for Proposals (RFP) Prospective Respondents: You are hereby notified of the following information in regard to the referenced RFP: Official revisions to the NYCSC RFP All other terms, conditions and requirements of the original RFP dated August 25, 2017 remain unchanged unless modified by this addendum, or previous addenda to this RFP. Please ensure that receipt of this Addendum is acknowledged on Form A-10 of the solicitation. November 17, 2017 Page 1 of 2 Addendum 7

2 1. Section 1, Background, Overview & Proposal Instructions, Section 1.6, Key Dates, Table 1-2 Procurement Activities on page 6 and 7 of 37 (page 17 and 18 of 796 in original RFP PDF file). The table has been modified as follows: Table 1-2: Procurement Activities Activity Anticipated Date Time Request for Proposal Issued August 25, 2017 N/A Registration Deadline for Pre- Proposal Conference/Site Visit CSC Site Visit, 1150 South Avenue, Staten Island, NY Pre-Proposal Conference, 3 Stone Street, Bid Suite, NY, NY Deadline for Proposers to Submit all Exceptions to Conditions in CSC Site Visit, 15 Oak Hill Ave., 4 th Floor, Endicott, NY Deadline for Proposers to Submit Final Questions, Clarifications or Modifications Final Responses (Addenda) from Authorities on all Questions, Clarifications or Modifications and Exceptions to Conditions Deadline for Proposals Oral Interviews/ Demonstrations September 18, 2017 September 19, 2017 September 19, 2017 October 13, 2017 October 18, 2017 October 20, 2017 November 15, 2017 December 15, 2017 January 5, 2018 Between January 8, 2018 and January 16, March :00 Noon ET 9-11:30 AM ET 1:30-4:30 PM ET 5:00 PM ET 12:00-2:00 PM ET 5:00 PM ET 5:00 PM ET 3:30 PM ET TBD Proposer Selection March April 2018 N/A Notice to Proceed October 2018 N/A Sincerely, Zulema B. Robinson Director, ITS Projects November 17, 2017 Page 2 of 2 Addendum 7

3 Addendum No. 6 Additional Exceptions November 15, 2017 NYCSC Request for Proposals (RFP) Prospective Respondents: You are hereby notified of the following information in regard to the referenced RFP: Part A - Official log of Proposers requests for exception to terms and conditions and the Authorities responses, including: Part B - Official revisions to the NYCSC RFP All other terms, conditions and requirements of the original RFP dated August 25, 2017 remain unchanged unless modified by this addendum, or previous addenda to this RFP. A. QUESTIONS AND ANSWERS This Addendum 6 includes the second set of questions and responses to requests for exception to terms and conditions submitted in response to the above referenced RFP. Please note that responses to request for exceptions to terms and conditions included in previously issued addenda are provided in Part A below, and are shown in grey shaded lines. Addendum 6 responses begin with questions 31. November 15, 2017 Page 1 of 56 Addendum 6

4 Request for Exception to Conditions NYCSC RFP Response to Request for Exception to Conditions (Form A-3) Addendum 4 Request for Exception to Conditions and Responses Page 13 of 125 PDF page Conditions, 426 of 796 Chapter 2 Time and Manner of Performance, Article 2.18 Page 2 of page 415 Conditions, Chapter 2, Article 2.04 Termination for Convenience by the Authority/Suspension of Work General The Authority shall provide (90) Ninety Days notice and shall pay all outstanding invoices submitted or due at the time of the Authority exercising this right. Article 2.04 (Page of RFP PDF) states that contractor provides the equipment and systems- This is fine, however, other portions of the contract state that the Authority has the right to also use, and can let other people use, same without our permission. The Authorities will not make this change. If we understand your question correctly, subparagraph b) in 4.02 specifically states that use of the Equipment and/or Software is. in connection with providing goods or Services to the Authority. So long as the right of access is in connection with providing goods or Services to the Contract, the Authority can permit others outside access to the equipment and systems. Page 22 of page 435 Page 119 of 125 (PDF page 532 of 796 Chapter 4, Article 4.02 Chapter 14, Article Software and Equipment Ownership Contract Review and Compliance Audits Likewise, 4.02 (Page 435 of RFP) makes reference to the Authorities ability to permit others to use our equipment. This also appears in (Page 532 of RFP) wherein they can load security software on our systems. Can you clarify if this right to access extends beyond the Authority and if so, to what level and for what cause? November 15, 2017 Page 2 of 56 Addendum 6

5 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Page 45 of page 458 Event of Default Page 2 of page 415 Page 9 of page 422 Conditions, Chapter 8 Default, Damages and Remedies, Article 8.01 Conditions, Chapter 2 Time and Manner of Performance, Article 2.02 Conditions, Chapter 2 Time and Contract Term Authority of the Project Manager Chapter 8 (Beginning on page 458 of RFP) deals with default- sections of concern for us are I; iv; and xiv. They seem too subjective (pattern of performance issues). The Authority does permit cure, but only provides 15 days, and extensions to cure are at the Authorities convenience. Can you clarify what pattern of performance issues would mean? Are penalties associated with performance issues and/or default? The language we believe you are referring to is: xiv. a pattern of repeated failures to meet the performance standards. The performance standards are set forth in general in Section 3 NYCSC Scope of Work and Requirements, and more specifically in Section 3, Performance Measures. The term of the Agreement is ten (10) years The Authorities will make this change but will add from Notice to Proceed, with one three (3) year for clarification the word day between (120) option thereafter to be exercised at the sole and notice. determination of the Authorities which, if See Part B for Addendum item. exercised, the Authority shall provide the Contractor no less than one hundred and twenty(120) notice prior to the exercise. In addition, the Authorities shall have the right to exercise at their sole discretion, a 120-day extension to either the base Contract or any extension thereto. There are two Phases to the Project: the Planning Phase and the Phase. The Planning Phase will begin with Notice to Proceed and the - Phase will begin concurrent with Go-Live of the NYCSC System. The Project Manager may give written orders to the Contractor to do Work which he determines to be necessary for the Contractor to fulfill the Contractor s obligations under this Agreement. The Authorities will not make the change as this request is already covered in 2.12d). November 15, 2017 Page 3 of 56 Addendum 6

6 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Manner of Performance, Article 2.12(b) Page of 125 (PDF page 423 of 796) Page 14 of page 427 Page 18 of page 431 Conditions, Chapter 2 Time and Manner of Performance, Article 2.15 and 2.16 Conditions, Chapter 2 Time and Manner of Performance, Article 2.18 (b) Conditions, Chapter 3 Compensatio n for Services, Article Change Order Procedure and Basis for Payment 2.16 Deleted Work Termination for Convenience by the Authority/Suspension of Work Invoice Adjustment for Non-Compliance with Performance Standards Proposer requests that all references to Proposer s submittal of costing rates, actual costs and profit be deleted. Change orders shall be fixed price with reasonable price support or on a time and materials basis. Proposer does not support open book audits for pricing. In the event that the Authority exercises its right to postpone, suspend, abandon or terminate this Agreement, the Authority will pay the Contractor s actual cost, overhead and reasonable profit or the fair and reasonable value, whichever is less, of:... If in the performance of Services, the Contractor does not meet or exceed the Performance Requirements identified in the Scope of Work and Requirements and such performance is not due to actions of the Authority or a third-party, the Authority may reduce the amount it would otherwise pay Contractor for such Services pursuant to the invoice adjustments set forth in RFP Section 3, NYCSC Scope of Work and The Authorities will not make this change. The Authorities will not make this change. The Authorities note that the first request is already covered in Section Section 3, Scope of Work and Requirements, with regard to Non- Chargeable Failures. The language in Article 3.02 will be modified to reference this section. See Part B for Addendum item. The Authorities will not make the second requested change with regard to invoice adjustments and the requested cap. November 15, 2017 Page 4 of 56 Addendum 6

7 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Requirements, Section 3 Performance Measures. The Authority shall have the right to deduct such invoice adjustments from any monies due or which may thereafter become due to the Contractor under this Agreement. Provided, however, the Authority shall not assess any adjustments to the Contractor s invoices for the first ninety (90) days following Go-Live and in no event shall any invoice adjustments under this Agreement exceed ten (10%) percent of the applicable invoice. Proposer requests the opportunity to work with the Authority to define the methodology and calculation of performance standards and damages. Page of 125 (PDF Page of 796) Page of 125 Conditions, Chapter 3 Compensatio n for Services, Article 3.03 Methods and Times of Payment Monies Withheld This Section is intended solely for the benefit of the Authority. and, except as otherwise provided by law, no person shall have any right or claim against the Authority by reason of t The Authority s failure or refusal to withhold monies; the Authority s withholding of monies; the Authority s application of any withheld monies; or the Authority s failure to apply withheld monies. This Section is not intended to limit or in any way prejudice any other right or remedy of the Authority. This provision is intended solely for the benefit of the Authority, and no person shall have any The Authorities will not make this change. The Authorities will not make this change. November 15, 2017 Page 5 of 56 Addendum 6

8 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) (PDF page of 796) Page 22 of page 435 Conditions, Chapter 3 Compensatio n for Services, Article 3.06 Software Licenses Conditions, Chapter4 Software and System Operation, Article 4.01(b) right or claim against the Authority by reason of the Authority's failure or refusal to withhold monies. The Authority shall not pay interest on any amounts withheld under this provision. This provision is not intended to limit or in any way prejudice any other right of the Authority. For third-party Software provided by the Contractor, the Contractor shall provide to the Authority unlimited, perpetual, irrevocable, non-exclusive Licenses to use third-party Software to perform for the New York CSC System where such licenses are available under commercially reasonable terms. Where such a license to third-party Software cannot be provided, the Contractor shall use commercially available COTS software. The Contractor shall provide the Authority a list all such third-party software The Contractor shall secure such Licenses from the providers of such third-party Software, and ensure that such Licenses are transferable to and assignable by the Authority. The Authorities will not make this change. Page 22 of page 435 Conditions, Chapter4 Software and System Operation, Article 4.01(c) Software Licenses The Contractor may be required to sign a nondisclosure agreement with the System See Part B for the Addendum. The Authorities will make the requested change. Contractor in a form acceptable to both the Authority and the Contractor related to the use of the System Software and will take all reasonable steps to expeditiously execute such agreement. November 15, 2017 Page 6 of 56 Addendum 6

9 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Page 26 of page 439 Required Insurance Coverages Conditions Duly noted. Page 32 of page 445 Page 34 of page 447 Conditions, Chapter5 Insurance and Bond Requirements Article 5.01 Performance and Payment Bond Requirements Conditions, Chapter5 Insurance and Bond Requirements Article 5.03 Conditions, Chapter 6 Proprietary Rights, Confidentiality, Ethics and Required Certification, Article 6.01 b) Proprietary Rights (b) Proposer acknowledges and commits to the substantive insurance requirements specified in the RFP. Our insurance policies contain terminology that is standard in the insurance industry but differs slightly from the wording in the RFP. Two examples are that Proposer has some policies on a per claim basis, not per occurrence or some policies have SIRs in excess of $50k. In cases where the technical language of our insurance policies differs from the RFP, we will work to clarify differences and resolve concerns. Proposer requests subparagraph d) relating to the letter of credit, be deleted in its entirety since there is no requirement for a letter of credit. The Authority shall also have all rights, title and interest in and to inventions, ideas, designs and methods developed by the Contractor and any Subcontractors specifically for the Authority in the event the Authority purchases Equipment and/or Software ( Authority Owned Inventions ). Nothing under the base Agreement constitutes Authority Owned Inventions. If under any Extra Work or Change Order the Authority intends some portion of that work to constitute an Authority Owned The Authorities will not make this deletion; however, they will add the following at the beginning of Article 5.03 d) to clarify: The Authorities retain their right in their sole discretion to require a Letter of Credit as additional security. See Part B for Addendum item. The Authorities will not make the requested changes. However, the first sentence of Article 6.01 b) shall also be modified to the following: The Authority shall also have all rights, title and interest in and to inventions, ideas, designs and methods developed by the Contractor and or any Subcontractors or Suppliers specifically for the Authority in the event the Authority purchases Equipment and/or Software ( Authority Owned Inventions ). November 15, 2017 Page 7 of 56 Addendum 6

10 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Invention the Authority shall clearly identify such work prior to directing the Contractor to perform such work and under no circumstance may the Authority compel the Contractor to create Authority Owned Inventions without the Contractor s written agreement. Such Authority Owned Inventions shall include all specifications and other Documentation related thereto... The Authority unconditionally grants the Contractor a nonexclusive, royalty-free, perpetual, universal, unlimited license to use, copy, modify, maintain, sublicense, transfer, sell and create derivative works to, any Authority Owned Inventions. See Part B for Addendum item. Page 34 of page 447 Page 35 of page 448 Conditions, Chapter 6 Proprietary Rights, Confidentiality, Ethics and Required Certification, Article 6.02 Conditions, Chapter 6 Proprietary Rights, Contractor Assistance Confidentiality In the event the Contractor creates any Authority Owned Inventions: a) Upon the request of the Authority, the Contractor shall promptly execute or shall cause its employees... Proposer requests that the confidentiality provisions be made mutual to also protect Proposer confidential information subject to FOIL. The Authorities will not make this change. The Authorities will not make this change but please refer to Section Disclosure of Proposals for confidentiality provisions. November 15, 2017 Page 8 of 56 Addendum 6

11 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Confidentiality, Ethics and Required Certification, Article 6.03 Page 389 of 125 (PDF page 452 of 796) Risk of Loss Conditions, Chapter 7 Risk of Loss, Liability, Indemnification and Warranties, Article 7.01 The Contractor assumes the following distinct and several risks to the extent they arise from the Contractor s (or it s Subcontractor s) negligence or willful misconduct without limitation, whether they arise from acts or omissions (whether negligent or not) of the Contractor or of any of its Subcontractors and Suppliers, excepting those losses which arise from negligent acts or omissions of the Authority. (a) The risk of loss of (i) funds or deposits due the Authority, including but not limited to revenue generated from electronic toll collection, credit card payments, fees, violation payments and transactions submitted to the Contractor for processing, or any other revenue the Contractor is contractually required to collect; and (ii) all documents and records relating to all financial transactions in the Contractor s possession arising out of or alleged to arise out of or in connection with the performance of Services pursuant to this Agreement. Provided however, notwithstanding anything to the contrary, prior to any withhold of payment or The Authorities will not make this change. November 15, 2017 Page 9 of 56 Addendum 6

12 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) adjustment to Contractor s invoice, for a reasonable period of time of no less than ninety (90) days Contractor shall have the right to attempt to recover any lost revenue by methods in accordance with applicable law and IAG rules and the Authority shall provide reasonable cooperation to the Contractor in those recovery efforts. Further, in calculating lost revenue any assessment shall be adjusted by the historical collection rate for the applicable transaction. Page 39- Contractor s Liability and 40 of 125 Indemnification (PDF page Conditions, of Chapter 7 Risk 796) of Loss, Liability, Indemnification and Warranties, Article 7.02 The Contractor shall indemnify and save The Authorities will not make these changes. harmless the Authority, New York State and MTA, to the fullest extent permitted by law, from loss and liability upon any and all thirdparty claims and expenses, including but not limited to attorneys fees, on account of such injuries to persons or such damage to property, arising from the negligence or willful misconduct of the Contractor irrespective of the actual cause of the acts, errors or omissions, irrespective of whether they shall have been due in part to negligence of the Contractor or its Subcontractors or Suppliers or negligence of the Authority, State or MTA, or of any other persons, but excepting bodily injuries and property damage to the extent caused by the negligence of the Authority, State or MTA. The liability hereunder shall be limited to such injuries or damage occurring on account of, or November 15, 2017 Page 10 of 56 Addendum 6

13 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) in connection with, the Contractor s willful misconduct or negligent performance of the Services, whether or not the occurrence giving rise to such injury or such damage happens at the NYCSC or whether or not sustained by persons or to property while at the NYCSC, but shall exclude injuries to such persons or damage to such property to the extent caused by the negligence of the Authority, State or MTA. Such indemnity shall not be limited by reasons of enumeration of any insurance coverage herein provided. The provisions of this Article shall survive the expiration or termination of this Agreement.... (f) As an express condition of Contractor s indemnification obligations under this Agreement (including Sections 7.02 and 7.03) Contractor shall have full control over the defense and/or settlement of any indemnified claim and shall select counsel in its sole and absolute discretion. (g) Notwithstanding anything to the contrary, in no event shall Contractor be liable under this Agreement for any consequential, incidental, special, punitive, or other non-direct damages. Further, in no event shall Contractor s aggregate liability under this Agreement exceed one hundred and twenty million dollars ($120,000,000.00). November 15, 2017 Page 11 of 56 Addendum 6

14 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Page 42 of page 455 Additional Warranties (e) Service Warranties The Authorities will not make this change. Page 43 of Conditions, Chapter 7 Risk of Loss, Liability, Indemnification and Warranties, Article 7.04 e) Additional Warranties (h) General Guaranty Service Warranties. The Contractor warrants that all Services shall be performed in a highquality, professional manner by qualified and skilled personnel in compliance with the Authority s Requirements as set forth in the RFP Section 3, Conformed NYCSC Scope of Work and Requirements. In the event the Authority determines that any Services do not conform to the foregoing warranty, the Authority shall be entitled to elect one of the following remedies: (a) keep performing the Services until the Authority deems them to be in conformity with the warranty in this Article 7.04, at no charge to the Authority; (b) refund from the Contractor for all payments paid in connection with the Services, which the Authority deems were not as warranted, subject to the provisions of Article 8.09, Liquidated Damages, such that the Contractor is not required to refund fees for non-provision of Services for which Liquidated Damages have been assessed, (c) reimbursement by the Contractor for the Authority s costs and expenses incurred in having the Services performed again by the Authority or someone other than the Contractor. Notwithstanding the foregoing, nothing in this Article 7.04 shall be construed to limit the Authority s rights pursuant to Article 8.03, Remedies in the Event of Default. General Guaranty. Neither Final Acceptance of the Implementation Phase of the System and The Authorities will not make this change. November 15, 2017 Page 12 of 56 Addendum 6

15 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) page 456 Page 45 of page 458 Page 46 of page 459 Conditions, Chapter 7 Risk of Loss, Liability, Indemnification and Warranties, Article 7.04 Conditions, Chapter 8 Default, Damages and Remedies, Article 8.01 a) Conditions, Chapter 8 Default, Damages and Remedies, Article 8.01 b) Event of Default Event of Default Services or payment therefor, nor any provision in this Agreement, nor partial or entire use of the System and Services by the Authority shall constitute Final Acceptance of the Implementation Phase of the Agreement and Services not performed in accordance with this Agreement or relieve the Contractor of liability for any express or implied warranties or responsibility for faulty materials or workmanship. a) An Event of Default shall mean an uncured material breach of this Agreement by the Contractor. Without limiting the generality of the foregoing and in addition to those instances referred to elsewhere in this Agreement as a breach, an Event of Default shall include the following: b) When, in the opinion of the Authority, reasonable grounds for uncertainty exist with respect to the Contractor s ability to perform the Services or any portion thereof, the Authority may request that the Contractor, within the time frame set forth in the Authority s request, provide adequate assurances to the Authority, in writing, of the Contractor s ability to perform in accordance with terms of this Agreement. Until the Authority receives such assurances, the Authority may suspend all payments to the Contractor. In the event that the Contractor fails to provide to the Authority the requested The Authorities will make this change. See Part B for Addendum item. The Authorities will not make this change. November 15, 2017 Page 13 of 56 Addendum 6

16 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) assurances within the prescribed time frame, the Authority may: i. treat such failure as a repudiation of this Agreement; ii. resort to any remedy for breach provided herein or at law or equity, including, but not limited to, taking over the performance of the Services or any part thereof either by itself or through others; Page 46 of page 459 Conditions, Chapter 8 Default, Damages and Remedies, Article 8.02 Notice of Default Chance to Cure, Termination iii. suspend the Contractor s performance hereunder. If, in the determination of the Authority, an Event of Default occurs, the Authority may so notify the Contractor ( Default Notice ) specifying the basis(es) for such default, and advising the Contractor that such default must be cured immediately or this Agreement with the Authority may be terminated. The Authority may, in its sole discretion, allow the Contractor to rectify the default to the Authority s reasonable satisfaction within thirtyfifteen (3015) Business Days. The Authority may grant an additional period to cure of such duration as the Authority shall deem appropriate without waiver of any of the Authority s rights hereunder, so long as the Contractor has commenced curing such default and is effectuating a cure with diligence and continuity during such thirtyfifteen (3015) day The Authorities will not make this change. November 15, 2017 Page 14 of 56 Addendum 6

17 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) period or any other period which the Authority prescribes... Page 46 of page 459 Conditions, Chapter 8 Default, Damages and Remedies, Article 8.03 a) Remedies in the Event of Default a) Upon the Contractor s default, the Authority, The Authorities will not make this change. or its designated representatives, shall have the right to immediately take possession of all applicable Equipment, Software and data, and the applicable facilities that house such items, and perform the New York Customer Service Center System Services required under this Agreement. The Authority shall also have the right to complete the Services with the Contractor s employees and/or its Subcontractors. The Authority, as part of its right to complete the Services, may, subject to the terms of this Agreement: take possession of and use any or all of the materials, plants, tools, Equipment, supplies and property of every kind, provided, purchased, maintained, leased, owned, or rented by the Contractor; and/or procure other materials, plant, tools, equipment, and supplies and may charge the Contractor and the Contractor shall be liable to the Authority for the expense of said labor, materials, plant, tools, equipment, supplies and property. Page 47 of page 460 Conditions, Chapter 8 Default, Actual Damages b) After commencement of Go-Live the Contractor shall reimburse the Authority for any revenue, which the Authority identifies as having been lost due to the fault of the Contractor. The Authority may choose, in its The Authorities will not make this change. November 15, 2017 Page 15 of 56 Addendum 6

18 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Damages and Remedies, Article 8.04 b) sole discretion, to recover such lost revenue from the Contractor by deducting such amounts from payments otherwise due and owing from the Authority to the Contractor. Lost revenue includes, but is not limited to, such events as lost transactions; lost images; tolls that are not able to be collected upon due to delays in processing by the Contractor; Contractor-caused delays in escalation or customer notifications that exceed applicable regulatory or statutory requirements, and improper handling of transactions or Violations resulting in incorrect customer invoicing. Provided however, notwithstanding anything to the contrary, prior to any deduction, withhold or adjustment to Contractor s invoice under any Section of this Agreement, for a reasonable period of time Contractor shall have the right to attempt to recover any lost revenue by methods in accordance with applicable law and IAG rules and the Authority shall provide reasonable cooperation to the Contractor in those recovery efforts. Further, in calculating lost revenue any assessment shall be adjusted by the historical collection rate for the applicable transaction. c) The Contractor shall be responsible for any other costs incurred which are the result of its improper performance of these Services, including such things as special mailings to customers to notify them of a mistake in their November 15, 2017 Page 16 of 56 Addendum 6

19 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) monthly statements. The Contractor shall be responsible for all additional costs associated with any data or security breach, including but not limited to providing credit monitoring services to customers where the Contractor has negligently failed to comply with the express security requirements of this Agreement. Page 48 of page 461 Page 48 of page 461 Conditions, Chapter 8 Default, Damages and Remedies, Article 8.06 Conditions, Chapter 8 Default, Damages and Remedies, Article 8.08 No Damages for Delay Set-Off Rights The Contractor agrees that it shall not make any charges or claims for damages against the Authority for any delays or hindrances from any cause whatsoever, including acts or omissions of the Authority or any of its representatives or other contractors, during the progress of any portion of the Services provided pursuant to this Agreement. The Authorities will not make this change. The Authority shall have rights of set-off. These The Authorities will not make this change. rights shall include, but not be limited to, the Authority s option to withhold for the purposes of set-off any monies due to the Contractor under this Agreement up to any amounts due and owing by the Contractor to the Authority with regard to this Agreement, or any other contract with the Authority, including any contract for a term commencing prior to the term of this Agreement, plus any amounts due and owing to the Authority for any other reason including, without limitation, monetary penalties, adjustments, fees, or claims for November 15, 2017 Page 17 of 56 Addendum 6

20 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) damages by the Authority and third parties in connection therewith. Page 49 of page 462 Page 53 of page 466 Conditions, Chapter 8 Default, Damages and Remedies, Article 8.09 Liquidated Damages Most Favored Customer Conditions, Chapter 10 Miscellaneous Article New Language (e) Notwithstanding anything to the contrary, in no event shall the liquidated damages assessed under this Agreement exceed ten percent (10%) of the planning phase price. The Authorities will not make this change. The Contractor agrees to treat the Authority as The Authorities will add the requested sentence at its most favored customer. The Contractor the end of the paragraph but will not make the represents that all of the prices, warranties, other requested changes. benefits and other terms being provided hereunder are equal to or better than the See Part B for Addendum item. terms being offered by the Contractor to any other customers under similar economic conditions and contractual terms and conditions including but not limited to warranties, benefits, schedule and quantities. If the Contractor provides Services to the Authority which it did not create specifically for the Authority and which it offers to its current customers, the Contractor represents that all of the prices, warranties, benefits and other terms associated with those Services are equal to or better than the terms being offered by the Contractor to its other customers. If, during the term of this Agreement, the Contractor enters into an agreement with any other customer providing such customer with more favorable pricesterms, the Contractor November 15, 2017 Page 18 of 56 Addendum 6

21 Request for Exception to Conditions NYCSC RFP Response to Request for Exception to Conditions (Form A-3) shall promptly notify the Authority and then this Agreement will be deemed appropriately amended to provide such terms to the Authority. The Contractor shall promptly provide the Authority with any refund or credits thereby created. For the avoidance of doubt, any adjustment in pricing under this Agreement shall only apply from the date the contract with the comparable pricing was effective. Addendum 6 Request for Exception to Conditions and Responses Page 4 of page 417 Page 6-7 of 125 (PDF page 420 of Conditions, Chapter 2, Article 2.05 Conditions, Chapter 2, Harmony Extension of Time During the progress of the Implementation The Authorities will not make this change. Phase and Maintenance Phase the Contractor shall be required to work cooperatively with other parties, including the Contractor and other interfacing third-parties in order to perform its obligations under the Agreement. The following processes shall be in place at all times: d) Each contractor shall be responsible to the other for all direct damage to work, to persons or property caused to the other solely by their operations, and for loss caused solely by the other due to unnecessary delays or failure to finish the Work within the time specified for completion. The Authorities will not make this change. (h) In the event Contractor is delayed by cause(s) identified in this Article and the delay results in an increase in costs to Contractor, the November 15, 2017 Page 19 of 56 Addendum 6

22 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) 796) Article 2.10 Authority and Contractor shall negotiate an equitable adjustment to the price of the Services. Page 16 of Page 429 Conditions, Chapter 2, Article 2.20 Dispute Resolution a) If the Contractor disputes a determination, The Authorities will not make this change. order or other action of the Project Manager or otherwise asserts a claim against the Authority ( Dispute ), the Contractor shall initiate a Dispute with the Contractual Dispute Resolution Board (CDRB) in accordance with these Dispute Resolution provisions and the CDRB Guidelines which are available upon request. The provisions of this Article shall constitute the Contractor s sole means of bringing such challenge or claim and exhaustion of these dispute resolution procedures including the judicial review set forth below shall be the parties' sole remedy in connection with any Dispute. c) All Disputes shall be initiated through a written submission (Dispute Notice) to the CDRB within twenty (20) days of the determination or claim which is the subject of the Dispute at the address(es) in the CDRB Guidelines. The Dispute Notice must include all evidence and pertinent information of the party s position and/or claim. Within twenty (20) days thereafter, the party against whom the Dispute Notice was filed shall submit any and all pertinent materials to the CDRB. The CDRB shall render its decision in writing and deliver it to the parties within a reasonable November 15, 2017 Page 20 of 56 Addendum 6

23 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) time not to exceed sixty (60) days after receipt of all materials. In rendering the decision, the CDRB may seek such technical or other expertise as it shall deem necessary or appropriate and seek such additional oral and/or written argument or materials from either or both parties to the Dispute as it deems fit. The CDRB shall have the discretion to extend the time for submittals required hereunder. The decision of the CDRB shall be final and binding on the parties. Page 34 of page 447 Conditions Chapter 6, Article 6.01 Page of 125 (PDF page Conditions, of Chapter 6, 796) Article 6.02 Proprietary Rights Contractor Assistance The Authorities will not make this change. (d)the Authority hereby acknowledges and agrees that the Contractor retains all ownership rights, title, and interest in and to all Software created by the Contractor in existence prior to or developed independent of the execution of this Agreement and related intellectual property rights ("Contractor Materials"). Contractor Materials shall not be considered Authority Owned Inventions. The Authorities will make this change. b) In addition, the Contractor agrees to give the Authority and any person designated by the See Part B for Addendum item. Authority any and all assistance required to perfect the rights defined in Article 6.01, including, but not limited to, execution and delivery of all documents required by the Authority to document and protect the Authority s proprietary rights in the Authority Owned Inventions and data and November 15, 2017 Page 21 of 56 Addendum 6

24 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) documentation. Such assistance may also include filing applications for patent and copyright registration in the name of the Authority and making all other necessary or appropriate filings with governmental entities so as to secure and maintain maximum protection for such Authority Owned Inventions. Page of 125 (PDF page Conditions of Chapter 6, 796) Article 6.03 Confidentiality a) Confidential Information means any The Authorities will make these changes; however, information not generally known to the public, the quoted language is from the System RFP which or that the Authority claims is confidential, is not exactly the same as the language in the whether oral, written, or electronic, that the RFP. Authority discloses, directly or indirectly, through any means of communication, to the See Part B for Addendum item. Contractor. Confidential information includes, but is not limited to, all materials, data, transactions, forms, account information, trip information, traffic information, documentation, advertising ideas, designs and methods obtained from the Authority in connection with the Services performed under this Agreement, made or developed by the Contractor or its Subcontractors in the course of the performance of such Services, or generated as a result of such Services, and such other data and information the Authority deems confidential. Confidential Information does not include information which, at the time of the Authority disclosure to the Contractor or at the time of the creation of the information: (i) is already in the public domain or becomes publicly known through no act of November 15, 2017 Page 22 of 56 Addendum 6

25 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) the Contractor; (ii) is already known by the Contractor free of any confidentiality obligations; (c) is information that the Authority has approved in writing for disclosure for the particular request and the specific Confidential Information for which it is given, subject to such other terms and conditions as the Authority may require; (d) is rightfully received by Contractor from a third party; or (d) (e) is required to be disclosed by the Contractor pursuant to law so long as the Contractor provides the Authority with notice of such disclosure requirement and an opportunity to defend prior to any such disclosure.. c) The Contractor shall hold Confidential Information confidential to the maximum extent permitted by law. The Contractor shall safeguard Confidential Information with at least the same level of care and security, using all reasonable and necessary security measures, devices and procedures that the Contractor uses to maintain its own confidential information, but with not less than reasonable care. The Contractor shall take reasonable steps to prevent unauthorized access to, use of, or disclosure of Confidential Information, including without limitation, by protecting its passwords and other log-in information. The Contractor shall advise each of its employees, agents, Subcontractors and Suppliers who may be exposed to such Confidential Information of their obligation to November 15, 2017 Page 23 of 56 Addendum 6

26 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) keep such information confidential and shall promptly advise the Authority in writing if it learns of any unauthorized use or disclosure of the Confidential Information by any of its employees or agents, or Subcontractor s or Supplier s employees, present or former and shall use its best efforts to stop any unauthorized or misappropriation of Confidential Information. The Contractor shall require that all of its employees with access to Confidential Information sign a Non-Disclosure agreement, as approved by the Authority. Page 39 of page 452 Conditions Chapter 7, Article 7.01 Risk of Loss The Contractor assumes the following distinct and several risks without limitation, whether they arise from acts or omissions (whether negligent or not) of the Contractor or of any of its Subcontractors and Suppliers, excepting those losses which arise from negligent acts or omissions of the Authority or Systems Contractor. In the case of damage or loss that the Authority agrees was caused by the sole negligence of the Authority or the Systems Contractor, Contractor shall promptly replace the damaged or lost portions of the System at Contractor's cost after such cost is pre-approved by the Authority, and submit the amount(s) thus expended to the Authority for reimbursement The Authorities agree to add or System Contractor to Article 7.01 (with System singular rather than plural) See Part B for Addendum item. The Authorities will not make the requested change to delete sole in the second paragraph. November 15, 2017 Page 24 of 56 Addendum 6

27 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) as a clearly identified, separate item on its next invoice to the Authority. Page of 125 (PDF page Conditions of Chapter 7, 796) Article 7.02 Contractor s Liability and Indemnification a) The Contractor shall indemnify and save The Authorities will add System Contractor in harmless the Authority, New York State and two places, but will not agree to the addition of MTA, to the fullest extent permitted by law, any other person. The Authorities will not agree from loss and liability upon any and all claims to any of the other requested changes in 7.02a) or and expenses, including but not limited to to the addition of f). reasonable attorneys fees, on account of such injuries to persons or such damage to property See Part B for Addendum item. due to negligence of the Contractor or its Subcontractors or Suppliers, irrespective of the actual cause of the acts, errors or omissions, irrespective of whether they shall have been due in part to negligence of the Contractor or its Subcontractors or Suppliers or negligence of the Authority, State or MTA, or of any other persons, but excepting bodily injuries and property damage to the extent caused by the negligence of the Authority, State, Systems Contractor, any other person, or MTA. The liability hereunder shall be limited to such injuries or damage occurring on account of, or in connection with, the performance of the Services, whether or not the occurrence giving rise to such injury or such damage happens at the NYCSC or whether or not sustained by persons or to property while at the NYCSC, but shall exclude injuries to such persons or damage to such property to the extent caused by the negligence of the Authority, State, Contractor, any other person, or MTA. Such indemnity shall not be limited by November 15, 2017 Page 25 of 56 Addendum 6

28 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) reasons of enumeration of any insurance coverage herein provided. The provisions of this Article shall survive the expiration or termination of this Agreement. (f) Contractor s total liability to the Authority for any and all liabilities arising out of or related to this Agreement, from any cause or causes, and regardless of the legal theory, including breach of contract, warranty, negligence, strict liability, statutory liability, or any indemnification obligation, shall not, in the aggregate, exceed twice the value of this Agreement. Any claim by the Authority against Contractor relating to this contract, other than in warranty, must be made in writing and presented to Contractor within one (1) year after the earlier of: (1) the date on which the Authority accepts the deliverable at issue; or (2) the date on which Contractor completes performance of the services specified in this Agreement. Any claim under warranty must be made within the time specified in the applicable warranty clause. Page 42 of page 455 Conditions Chapter 7, Article 7.04 Additional Warranties tf) Data Accuracy. The Contractor acknowledges and understands that the data and/or information it collects, processes and/or provides to the Authority will be relied upon by the Authority and other persons or entities that are now or will in the future be The Authorities will not make this change. November 15, 2017 Page 26 of 56 Addendum 6

29 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) under Agreement with the Authority. Should information derived and provided by Contractor be inaccurate and cause the Authority to incur damages or additional expenses, the Authority shall notify Contractor and the Contractor shall immediately place any applicable insurance carrier on Notice of a potential claim. This provision shall survive termination of this Agreement, subject to applicable statute of limitations period and the Contractor agrees to waive any applicable limitation periods consistent with enforcement of this provision. Page of 125 (PDF page Conditions of Chapter 8, 796) Article 8.04 Actual Damages b) After commencement of Go-Live The Authorities will not make these changes. the Contractor shall reimburse the Authority for any lost revenue, which the Authority identifies as having been lost due to the fault of the Contractor following the later of Go-Live or System Contractor System Acceptance. The Authority may choose, in its sole discretion, to recover such lost revenue from the Contractor by deducting such amounts from payments otherwise due and owing from the Authority to the Contractor. Lost revenue includes, but is not limited to, such events as lost transactions; lost images; tolls that are not able to be collected upon due to delays in processing by Contractor; Contractor-caused delays in escalation or customer notifications that exceed applicable regulatory or statutory requirements, and improper handling of November 15, 2017 Page 27 of 56 Addendum 6

30 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) transactions or Violations resulting in incorrect customer invoicing. Lost toll revenue shall be assessed on a calendar month basis and not exceed the fixed monthly compensation amount for the given calendar month. Page 19 of 37 (PDF page 30 of 796) Section 1 Background, Overview & Proposal Instructions Proposal Part 2: Demonstrated Project Experience and Qualifications, e) c) The Contractor shall be responsible for any other costs incurred which are the sole result of its improper performance of these Services, including such things as special mailings to customers to notify them of a mistake in their monthly statements. The Contractor shall be responsible for all additional costs associated with any data or security breach caused by Contractor, including but not limited to providing credit monitoring services to customers. Proposer (and its surety) respectfully submits The Authorities will not make this change. the annexed bond forms for consideration -- to be used in lieu of Form A-11, which only gives the option to complete the contract. Will these forms be considered an acceptable equivalent? PLANNING PHASE PERFORMANCE & PAYMENT BONDS AIA A Perf AIA A Pay Bond Installation-In Bond Installation-In OPERATIONS PHASE BOND The RFP states that an annually renewable Performance Bond would be accepted for the November 15, 2017 Page 28 of 56 Addendum 6

31 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Phase even though the appendix contains the same Performance Bond. Travelers would like to submit the AIA Annual Performance Bond for consideration. AIA A Annual Perf Bond O Page 26 of page 439 Conditions, Chapter 5, Article 5.01 Page 26, 27 & 29 of 125 (Page Conditions, 439, 440 Chapter 5, and 441 of Articles ) & 5.02 Insurance Conditions Insurance Conditions Proposer respectfully requests the following change: The Authorities will not make these changes. E. All policies, with the exception of professional liability and cyber liability and fidelity crime insurance, by specific Endorsement, shall provide for written notice to the Authority no less than thirty (30) days prior to the cancellation, nonrenewal, or material alteration of any insurance policies referred to therein. Any such notice shall be sent in accordance with Article 10.17, Notices, or by to the Authority s Insurance Compliance Office. The Contractor shall provide written notice to the Authority prior to the cancellation of professional liability and cyber liability policies. As a large company with solid financials and The Authorities will not make these changes. legal staff equipped to handle claims, proposer respectfully requests an increase in allowable deductibles from $50,000 to $500,000, and increase in allowable self-insured retentions from $50,000 to $200,000 as follows: November 15, 2017 Page 29 of 56 Addendum 6

32 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Section 5.01 F. Insurance policies with Deductibles in excess of $500,000 will require review and approval by the Authority. G. SIR programs in excess of $5200,000 must be administered by a third-party administrator and must also meet additional security requirements. Page 28 of page 441 Page 30 of Conditions, Chapter 5, Article 5.02 Required Insurance Coverages Required Insurance Coverages Section 5.02 E. All Risk Crime Insurance Policy/ Fidelity Insurance the Contractor shall maintain All Risk Crime or Fidelity Insurance with limits no less than $10,000,000 per occurrence and $20,000,000 aggregate (no greater than a $500,000 deductible) coverage of the Authority funds. Proposer respectfully requests the following The Authorities have already made the requested change, as ISO form CG /85 is no longer change. Please see Part B of Addendum 5. commercially available: B. The New York State Thruway Authority, the State of New York, the Triborough Bridge and Tunnel Authority, and the Port Authority of New York and New Jersey shall be included as Additional Insureds, using ISO Additional Insured Endorsement CG or its equivalent CG and , under the CGL policy and the Umbrella policy which shall follow form, as required. Proposer respectfully requests the following change to the Technology Errors & Omissions The Authorities will not make these changes. November 15, 2017 Page 30 of 56 Addendum 6

33 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) page 443 liability insurance section: Page ii of iv (PDF page 411 Page 2 of page 415 Page 3 of page 416 Page 4 of page 417 Page 4 of page 417 Conditions, Chapter 5, Article 5.02 Conditions Conditions Conditions Conditions Conditions Table of Contents F. This insurance shall provide coverage for software copyright liability, contractual liability, to the extent that a claim is attributable to the Contractor s negligence, and liability for loss of revenues and business interruption. Add new ARTICLE 7.07 WAIVER OF CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY There is no question here to respond to. Refer to response to question 93 on Article ARTICLE 2.04 GENERAL Line 7: Add written before request. The Authorities will not make this change as this request is already covered in Article 2.12 d). ARTICLE 2.04 GENERAL, (a) Line 4: After directed add in writing. ARTICLE 2.05 HARMONY, (d) ARTICLE 2.06 COMPLIANCE WITH LAWS, (a) Line 2: After property add to the extent. Line 3: Add a comma after Services, and add and in effect when the Services are performed,. The Authorities will not make this change as this request is already covered in Article 2.12 d). The Authorities will not make this change. It is assumed this means adding as shown in red font: The Contractor agrees to comply with all federal, state, and local laws, ordinances, rules, executive orders, and regulations that are applicable to the performance of Services, and in effect when the November 15, 2017 Page 31 of 56 Addendum 6

34 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Services are performed, pursuant to this Agreement, and to procure all necessary licenses and permits. The Authorities will make this change. Page 5 of page 418 Page 10 of page 423 Page 11 of page 424 Page 11 of page 424 Conditions Conditions Conditions Conditions ARTICLE 2.09 SUBCONTRACTUAL RELATIONS, (b) ARTICLE 2.15 CHANGE ORDER AND BASIS FOR PAYMENT, (f) ARTICLE 2.15 CHANGE ORDER AND BASIS FOR PAYMENT, (j) ARTICLE 2.15 CHANGE ORDER AND BASIS FOR PAYMENT, (l) Line 1: Add a comma after withdraw and add in writing,. Line 11: Change 5% mark-up to 10% markup. Line 2: After 2.15 add for reasons within the Contractor s control. Line 9: Change therefore to therefor. See Part B for Addendum item. The Authorities will not make this change as this request is already covered in Article 2.12 d). The Authorities will not make this change. The Authorities will not make this change. It is assumed this means changing as shown in strikeout and red font:. Item (b) shall be supplemented by the Contractor at a later date with a statement indicating from whom materials were purchased and the amount paid therefore therefor. The Authorities will make the requested change. See Part B for Addendum item. November 15, 2017 Page 32 of 56 Addendum 6

35 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Page 11 of ARTICLE 2.15 CHANGE Line 2: Delete the in front of Section. It is assumed this means changing as shown in page 424 Conditions ORDER AND BASIS FOR PAYMENT, (m) strikeout: The progress and status of all Extra Work shall be monitored and reported on as part of the change management process as set forth in the Agreement and the Section 3 Conformed NYCSC Scope of Work and Requirements. The Authorities will make the requested change. See Part B for Addendum item. The Authorities will not make this change. Page 13 of page 426 Conditions ARTICLE 2.18 TERMINATION FOR CONVENIENCE BY THE AUTHORITY/SUSPENSION OF WORK, (b) ARTICLE 2.20 DISPUTE RESOLUTION, (c) Line 2: Delete or the fair and reasonable value, whichever is less, of. Page 16 of page 429 Conditions Line 11: Change it to the CDRB. It is assumed this means changing as shown in strikeout and red font: In rendering the decision, the CDRB may seek such technical or other expertise as it shall deem necessary or appropriate and seek such additional oral and/or written argument or materials from either or both parties to the Dispute as it the CDRB deems fit. The Authorities will make the requested change. Page 16 of page 429 Conditions ARTICLE 2.20 DISPUTE RESOLUTION, (d) See Part B for Addendum item. Line 5: Change law to Law. It appears the Proposer incorrectly referenced d) and meant to reference Article 2.20 e) instead and November 15, 2017 Page 33 of 56 Addendum 6

36 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) that the request means changes as shown in strikeout and red font. Any final determination of the CDRB with respect to a Dispute initiated pursuant to this Article shall be subject to review solely in the form of a challenge following the decision by the CDRB, in a Court of competent jurisdiction of the State of New York, County of New York except as provided below for the New York State Thruway Authority, under Article 78 of the New York Civil Practice law Law and Rules or a United States Court located in New York City The Authorities will make the requested change. See Part B for Addendum item. It is assumed this means changing as shown in strikeout and red font: Page 20 of page 433 Conditions ARTICLE 3.06 MONIES WITHHELD, (b) Change to: The Contractor has provided Work that does not conform to the requirements of the Agreement. b) The Contractor has provided poor or defective Work The Contractor has provided Work that does not conform to the requirements of the Agreement, or The Authorities will make the requested change. See Part B for Addendum item. It is assumed this means changing as shown in strikeout: Page 20 of page 433 Conditions ARTICLE 3.06 MONIES WITHHELD, (e) Line 1: Delete required. November 15, 2017 Page 34 of 56 Addendum 6

37 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) e) The Contractor has not met required Performance Requirements under RFP Section 3, Conformed NYCSC Scope of Work and Requirements, or The Authorities will make the requested change. Page 22 of page 435 Conditions ARTICLE 4.01 SOFTWARE LICENSES, (b) Line 3: Add the before and of after it. See Part B for Addendum item. It is assumed this means adding as shown in red font: For any third-party Software provided by the Contractor, the Contractor shall provide to the Authority unlimited, perpetual, irrevocable, non-exclusive Licenses to use third party Software to perform the of the New York CSC. The Authorities will make the requested change. Page 23 of page 436 Page 24 of page 437 Page 24 of page 437 Conditions Conditions Conditions ARTICLE 4.03 PHASE AND PROJECT ACCEPTANCE, (b), (5) ARTICLE 4.03 PHASE AND PROJECT ACCEPTANCE, (c), (3) ARTICLE 4.03 PHASE AND PROJECT ACCEPTANCE, (c), (7) Line 2: Add valid before debts. Line 2: Delete first word in line. Line 2: Add valid before debts. See Part B for Addendum item. The Authorities will not make this change. The Authorities cannot determine what the requested change is and therefore, no change will be made. The Authorities will not make this change. November 15, 2017 Page 35 of 56 Addendum 6

38 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Page 26 of page 439 Conditions ARTICLE 5.01 INSURANCE CONDITIONS, E Line 2: Add or after cancellation and delete comma. Then delete or material alteration. To end, add new sentence, The Contractor shall provide written notice to the Authority no less than thirty (30) days prior to any material alteration of any required insurance policies that would cause the Contractor to no longer comply with this Chapter 5. It is assumed this means changing as shown in strikeout and red font: All policies, by specific Endorsement, shall provide for written notice to the Authority no less than thirty (30) days prior to the cancellation, or nonrenewal, or material alteration of any insurance policies referred to therein. The Contractor shall provide written notice to the Authority no less than thirty (30) days prior to any material alteration of any required insurance policies that would cause the Contractor to no longer comply with this Chapter 5. The Authorities will make the requested change. See Part B for Addendum item. The Authorities will not make this change. Page 26 of page 439 Page 28 of page 441 Page 28 of page 441 Conditions ARTICLE 5.01 INSURANCE CONDITIONS, F Delete the first sentence Conditions ARTICLE 5.01 INSURANCE CONDITIONS, G Delete first four sentences. The Authorities will not make this change. Conditions ARTICLE 5.01 INSURANCE CONDITIONS, H Delete this clause. The Authorities will not make this change. November 15, 2017 Page 36 of 56 Addendum 6

39 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Page 28 of ARTICLE 5.01 INSURANCE Line 1: Delete policies,. The Authorities will not make this change. page 441 Conditions CONDITIONS, I Page 28 of page 441 Page 28 of page 441 Page 29 of page 442 Page 30 of page 443 Page 30 of page 443 Page 30 of page 443 Page 30 of Conditions Conditions Conditions Conditions Conditions Conditions ARTICLE 5.01 INSURANCE CONDITIONS, K ARTICLE 5.01 INSURANCE CONDITIONS, M ARTICLE 5.01 INSURANCE CONDITIONS, O ARTICLE 5.02 REQUIRED INSURANCE COVERAGES, B, g ARTICLE 5.02 REQUIRED INSURANCE COVERAGES, E ARTICLE 5.02 REQUIRED INSURANCE COVERAGES, E ARTICLE 5.02 REQUIRED INSURANCE COVERAGES, E Line 1: Change At least two weeks to As soon as practicable. Line 3: Delete minimum. Line 2: Delete agents,. Delete this clause. Add, to end, (except with respect to the limit of liability.) Line 3: Delete (no greater than a $50,000 deductible). Delete the third sentence. Line 16: After Subcontractors add who will have custody of the Authority s funds. The Authorities will not make this change. The Authorities will not make this change. The Authorities will not make this change. The Authorities will not make this change. The Authorities will not make this change. The Authorities will not make this change. The Authorities will not make this change. November 15, 2017 Page 37 of 56 Addendum 6

40 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) page 443 Conditions Page 30 of ARTICLE 5.02 REQUIRED Line 17: After similar add lines of coverage. The Authorities will make this change. INSURANCE COVERAGES, E page 443 Conditions See Part B for Addendum item. Page 30 of page 443 Conditions ARTICLE 5.02 REQUIRED Line 21: Change or to for. INSURANCE COVERAGES, G It is assumed with respect to Privacy and Network Security (Cyber Liability) insurance, this means changing as shown in strikeout and red font below: This insurance shall provide coverage for personal injury (including emotional distress and mental anguish), and a separate limit of not less than one million dollars ($1,000,000) or for credit monitoring services. The Authorities will make this change. Page 31 of page 444 Page 32 of page 445 Page 35 of page 448 Conditions Conditions Conditions ARTICLE 5.02 REQUIRED INSURANCE COVERAGES, I ARTICLE 5.03 PERFORMANCE AND PAYMENT BOND REQUIREMENTS ARTICLE 6.01 PROPRIETARY RIGHTS Delete second sentence. Delete this clause. Add new paragraph (d): The Authority s rights, title and interest in and to the Deliverables are contingent upon payment to Contractor of all amounts due it under the Agreement. See Part B for Addendum item. The Authorities will not make this change. The Authorities will not make this change. The Authorities will not make this change. November 15, 2017 Page 38 of 56 Addendum 6

41 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Page 37 of ARTICLE 6.03 page 450 Conditions CONFIDENTIALITY, (a) Line 13: Change act of to breach of this Article by. Line 17: Delete or. Line 20: Add a semicolon after disclosure and add (v) is disclosed to the Contractor by a third party who is free of any confidentiality obligations with respect to the information. It is assumed this means changing as shown in strikeout and red font with green font added to provide correct reference: Confidential Information means (i) is already in the public domain or becomes publicly known through no act of breach of this Article by the Contractor; (ii) is already known by the Contractor free of any confidentiality obligations; (iii) is information that the Authority has approved in writing for disclosure for the particular request and the specific Confidential Information for which it is given, subject to such other terms and conditions as the Authority may require; or (iv) is required to be disclosed by the Contractor pursuant to law so long as the Contractor provides the Authority with notice of such disclosure requirement and an opportunity to defend prior to any such disclosure; or (v) is disclosed to the Contractor by a third party who is free of any confidentiality obligations with respect to the information. The Authorities will make this change. Page 37 of page 450 Conditions ARTICLE 6.03 CONFIDENTIALITY, (c) See Part B for Addendum item. Line 13: Add use after unauthorized. It is assumed proposer meant to refer to Line 14 and ask for the addition shown in red font: The Contractor shall advise each of its employees, agents, Subcontractors and Suppliers who may be exposed to such Confidential Information of their obligation to keep such information confidential and shall promptly advise the Authority in writing if November 15, 2017 Page 39 of 56 Addendum 6

42 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) it learns of any unauthorized use or disclosure of the Confidential Information by any of its employees or agents, or Subcontractor s or Supplier s employees, present or former and shall use its best efforts to stop any unauthorized use or misappropriation of Confidential Information. The Authorities agree to make this change. See Part B for Addendum item. It is assumed this means changing as shown in strikeout and red font: Page 37 of page 450 Conditions ARTICLE 6.03 CONFIDENTIALITY, (e) Line 3: Change providing to proving. It is understood and agreed that in the event of a breach of this Article, damages may not be an adequate remedy and the Authority shall be entitled to injunctive relief to restrain any such breach or threatened breach without providing proving actual damages or posting a bond or other security. The Authorities agree to make this change. Page 39 of page 452 Conditions ARTICLE 6.05 CONFLICT OF INTEREST, (d) Line 4: Change agreement to Agreement. See Part B for Addendum item. It is assumed this means changing as shown in strikeout and red font: The Authority and the Contractor recognize that conflicts may occur in the future because the Contractor may have existing, or establish new, relationships. The Authority will review the nature of any relationships and reserves the right to November 15, 2017 Page 40 of 56 Addendum 6

43 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) terminate this agreement Agreement for any reason, or for cause, if, in the judgment of the Authority, a real or potential conflict of interest cannot be cured. The Authorities agree to make this change. Page 40 of page 453 Page 41 of page 454 Page 41 of page 454 Page 41 of page 454 Page 41 of page 454 Conditions Conditions Conditions Conditions Conditions ARTICLE 7.01 RISK OF LOSS Line 3: Delete excepting and add to the extent. Delete which. ARTICLE 7.01 RISK OF LOSS, (b) ARTICLE 7.01 RISK OF LOSS, (b) ARTICLE 7.01 RISK OF LOSS, (b) ARTICLE 7.02 CONTRACTOR S LIABILITY AND INDEMNIFICATION, (a) Line 11: Delete for and add to the extent such. Add is after loss. Delete sole. Line 13: Delete the Authority agrees and add or after sole. Line 14, add contributory before negligence. To end, add new sentence: If the damage or loss was caused by the joint negligence of the Contractor and the Authority or the System Contractor, the Authority shall reimburse the Contractor for that part of the damage or loss that was caused by the negligence of the Authority or System Contractor. Line 4: Add third-party before property. See Part B for Addendum item. The Authorities will not make this change. The Authorities will not make this change. The Authorities will not make this change. The Authorities will not make this change. The Authorities will not make this change. November 15, 2017 Page 41 of 56 Addendum 6

44 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Page 42 of ARTICLE 7.04 ADDITIONAL Line 4: Change patron to patrons. page 455 Conditions WARRANTIES, (b) It is assumed this means changing as shown in strikeout and red font: The Equipment Contractor installs and places into will not result in any damage to existing facilities, walls or other parts of adjacent, abutting or overhead buildings, railroads, bridges, structures, surfaces, or any physical/mental damage to patron patrons utilizing any units(s) of Equipment. The Authorities agree to make this change to state any patron or patrons. Page 42 of page 455 Page 44 of page 457 Conditions Conditions ARTICLE 7.04 ADDITIONAL WARRANTIES, (f), Data Accuracy CHAPTER 7 RISK OF LOSS, LIABILITY, INDEMNIFICATION AND WARRANTIES See Part B for Addendum item. Line 3: Delete and other persons or entities The Authorities will not make these changes. that are now or will in the future be under Agreement with the Authority. Line 8: Change comma after Agreement to period and delete the rest of the sentence. Add new ARTICLE 7.07 WAIVER OF The Authorities will not make these changes. CONSEQUNTIAL DAMAGES AND LIMITATION OF LIABILITY, (a) Except as may otherwise be provided for in this Agreement, and to the greatest extent permitted law, in no event shall the Contractor (or any of its Subcontractors or Suppliers) be liable to the Authority for loss of profits or revenue, loss of use, loss of opportunity, loss of goodwill, or for any other special, consequential, incidental, indirect, punitive, or exemplary damages resulting in any way from the Contractor s performance of November 15, 2017 Page 42 of 56 Addendum 6

45 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) non-performance of this Agreement, whether arising under breach of contract or warranty, tort (including negligence), indemnity, strict lability, or other theory of legal liability. (b) Notwithstanding anything in this Agreement to the contrary, and to the greatest extent permitted by law, the Contractor s total aggregate liability for all damages connected with its Services under this Agreement, whether arising under breach of contract or warranty, indemnity, tort (including negligence), strict liability, or other theory of legal liability, shall not exceed ten percent (10%) of the not-to-exceed amount of the Contractor s compensation provided for in Article 3.01 of this Agreement. Page 47 of page 460 Page 48 of page 461 Page 48 of page 461 Page 48 of Conditions Conditions Conditions ARTICLE 8.04 ACTUAL DAMAGES, (b) ARTICLE 8.04 ACTUAL DAMAGES, (c) ARTICLE 8.06 NO DAMAGES FOR DELAY ARTICLE 8.07 Line 3: Delete fault of and add breach of this Agreement by. Line 1: After incurred add to the extent they, and delete which. Line 2: Delete are the, add from after result, and change improper to noncompliant. Delete this clause. Add, to end, The Contractor shall not be considered in default in the performance of its The Authorities will not make this change. The Authorities will not make these changes. The Authorities will not make this change. The Authorities will not make this change. November 15, 2017 Page 43 of 56 Addendum 6

46 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) page 461 Conditions obligations hereunder to the extent such performance is prevented or delayed by any action or inaction on the part of the System Contractor. The Contractor shall be reimbursed for all costs arising from such prevention or delay Page 50 of page 463 Conditions ARTICLE 8.09 LIQUIDATED DAMAGES, (b) Line 4: Delete hereinafter. Add, to end, Liquidated damages assessed against the Contractor under this Article shall not exceed five percent (5%) of the not-to-exceed amount of the Contractor s compensation as provided for in Article 3.01 of this Agreement. It is assumed this means changing as shown in strikeout and red font: The Contractor is firmly obligated and guarantees to meet the stipulated Acceptance of Operational Readiness Date. In the event of a delay in Operational Readiness beyond the Operational Readiness date, as such time may be extended by the Authority as hereinafter provided in Article 2.10, Extension of Time, and Article 2.11, Schedule and Submittals, the Authority shall be paid damages for such delay The Authorities will agree to the deletion of hereinafter but will not make the other requested changes. See Part B for Addendum item. The Authorities will not agree to this deletion; however, the Authorities will add the following language to the end of the article: For the avoidance of doubt, any adjustment in pricing under this Agreement shall only apply from the date the contract with the comparable pricing was effective. Page 53 of page 466 Conditions ARTICLE MOST FAVORED CUSTOMER Delete this clause. November 15, 2017 Page 44 of 56 Addendum 6

47 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) See Part B for addendum item. Page 55 of page 468 Conditions ARTICLE NOTICE OF LEGAL MATTERS Line 3: Change it to the the Contractor. It is assumed this means changing as shown in strikeout and red font: If the Contractor becomes aware that any person seeks a restraining order, preliminary injunction or an injunction, which may delay the delivery of Services pursuant to this Agreement, it the Contractor shall promptly give to the Authority person designated to receive Notices pursuant to Article a copy of all legal papers received or prepared by it in connection with such action or proceeding. The Authorities will make this change. See Part B for Addendum item. It is assumed this means changing as shown in strikeout and red font: Page 68 of page 481 Conditions ARTICLE CLAIMS FOR MONEY DAMAGES Line 1: Delete or intends to claim. In the event the Contractor claims or intends to claim or intends to claim compensation for any damage or loss sustained by reason of any act, neglect, fault or default of the Authority, the Contractor shall furnish a written notice to the Project Manager setting forth the nature of the claim and the extent of the damage sustained within 30 days of the incurrence of such loss or damages. The Authorities will make this change. November 15, 2017 Page 45 of 56 Addendum 6

48 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) See Part B for Addendum item. It is assumed this means changing as shown in red font: Page 120 of 125 (PDF page 533 of 796) Conditions ARTICLE CONTRACT RECORDS AND DECOMMISSION Line 15: After ownership add of. Contractor and all of its personnel shall cooperate fully with Port Authority and shall execute such further documentation as Port Authority may request in order to establish, secure, maintain or protect Port Authority, or its assignee s, ownership of the Work Product and of all rights therein. The Authorities will make this change. See Part B for Addendum item. It is assumed this means changing as shown in strikeout and red font: Page 120 of 125 (PDF page 533 of 796) Conditions ARTICLE CONTRACT RECORDS AND DECOMMISSION Line 22: Change entitle to entitled. Contractor hereby (i) waives any so-called moral rights with respect to the Work Product; (ii) agrees never to use the Work Product without the prior express written consent of Port Authority; (iii) agrees never to contest Port Authority or its assignee s exclusive, complete and unrestricted ownership in and to the Work Product (including all copyright rights therein), or to claim adverse rights therein; and (iv) acknowledges that it shall not be entitle entitled to any compensation beyond the specifically provided herein for any of the Work Product. The Authorities will make this change. November 15, 2017 Page 46 of 56 Addendum 6

49 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) See Part B for Addendum item. It is assumed this means changing as shown in strikeout and red font: Page 120 of 125 (PDF page 533 of 796) Conditions ARTICLE CONTRACT RECORDS AND DECOMMISSION Line 23: After beyond, change the to that. Contractor hereby (i) waives any so-called moral rights with respect to the Work Product; (ii) agrees never to use the Work Product without the prior express written consent of Port Authority; (iii) agrees never to contest Port Authority or its assignee s exclusive, complete and unrestricted ownership in and to the Work Product (including all copyright rights therein), or to claim adverse rights therein; and (iv) acknowledges that it shall not be entitle entitled to any compensation beyond the that specifically provided herein for any of the Work Product. The Authorities will make this change in combination with the change made in #103. See Part B for Addendum item. It is assumed this means changing as shown in red font: Page 121 of 125 (PDF page 534 of 796) Conditions ARTICLE PORT AUTHORITY PUBLIC RECORDS ACCESS POLICY Line 3: Add by after exhibited. The Port Authority s receipt or discussion of any information (including information contained in any proposal, vendor qualification(s), ideas, models, drawings, this Contract or other material communicated or exhibited by you or on your behalf) shall not impose any obligations November 15, 2017 Page 47 of 56 Addendum 6

50 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) whatsoever on the Port Authority to keep such information in confidence and Contractor acknowledges and agrees that such information is subject to the provisions of the Port Authority Public Records Access Policy adopted by the Port Authority s Board of Commissioners, which may be found on the Port Authority website at: Port-Authority-Public-Records/. The Authorities will make this change. See Part B for Addendum item. November 15, 2017 Page 48 of 56 Addendum 6

51 PART B: Addendum Items REVISIONS (Deletions are shown in red text strikeout mode and additions are in red text and underlined): 1., Conditions, Chapter 2 Time and Manner of Performance, Article 2.06 Compliance with Laws, item a) on Page 4 of 125 (page 417 of 796 in original RFP PDF file). Modify as follows: a) The Contractor agrees to comply with all federal, state, and local laws, ordinances, rules, executive orders, and regulations that are applicable to the performance of Services, and in effect when the Services are performed, pursuant to this Agreement, and to procure all necessary licenses and permits. However, the Contractor is prohibited from obtaining permits or licenses in the Authority s name without Authority Approval. 2., Conditions, Chapter 2 Time and Manner of Performance, Article 2.15 Change Order Procedure and Basis for Payment, items l) and m) on Page 11 of 125 (page 424 of 796 in original RFP PDF file). Modify as follows: l) Whenever any Extra Work is performed by the Contractor on a time and materials basis, the Contractor shall, as a condition precedent to payment for such Extra Work, furnish to the Project Manager or his authorized representative at the end of each day daily time slips showing (a) the name and employee number of each person employed thereon, and the number of hours in each day during which he/she performed Extra Work; and (b) a brief description of the nature of the Extra Work performed by each individual and a list of material and Equipment used. Item (b) shall be supplemented by the Contractor at a later date with a statement indicating from whom materials were purchased and the amount paid thereforetherefor. m) The progress and status of all Extra Work shall be monitored and reported on as part of the change management process as set forth in the Agreement and the Section 3 Conformed NYCSC Scope of Work and Requirements. 3., Conditions, Chapter 2 Time and Manner of Performance, Article 2.20 Dispute Resolution, item c) on Page 16 of 125 (page 429 of 796 in original RFP PDF file). Modify as follows: c) All Disputes shall be initiated through a written submission (Dispute Notice) to the CDRB within twenty (20) days of the determination or claim which is the subject of the Dispute at the address(es) in the CDRB Guidelines. The Dispute Notice must include all evidence and pertinent information of the party s position and/or claim. Within twenty (20) days thereafter, the party against whom the Dispute Notice was filed shall submit any and all pertinent materials to the CDRB. The CDRB shall render its decision in writing and deliver it to the parties within a reasonable time not to exceed sixty (60) days after receipt of all materials. In rendering the decision, the CDRB may seek such technical or other expertise as it shall deem necessary or appropriate and seek such additional oral and/or written argument or materials from either or both parties to the Dispute as it the CDRB deems fit. The CDRB shall have the discretion to extend the time for submittals required hereunder. The decision of the CDRB shall be final and binding on the parties. 4., Conditions, Chapter 2 Time and Manner of Performance, Article 2.20 Dispute Resolution, item e) on Page of 125 (page of 796 in original RFP PDF file). Modify as follows: e) Any final determination of the CDRB with respect to a Dispute initiated pursuant to this Article shall be subject to review solely in the form of a challenge following the decision by the CDRB, in a Court of competent jurisdiction of the State of New York, County of New York except as provided below for the New York State Thruway Authority, under Article 78 of the New York Civil Practice lawlaw and Rules or a United States Court located in New York City except as provided below for the New York State Thruway Authority, under the procedures and laws applicable in that court, it being understood the review of the Court shall be limited to the question of whether or not the CDRB s determination is arbitrary, capricious or lacks a rational basis. For the New York State Thruway Authority, any such challenge shall be heard in a court of competent jurisdiction of the State of New York. November 15, 2017 Page 49 of 56 Addendum 6

52 5., Conditions, Chapter 3 Compensation for Services, Article 3.06 Monies Withheld, item b) on Page 20 of 125 (page 433 of 796 in original RFP PDF file). Modify as follows: ARTICLE 3.06 MONIES WITHHELD The Authority may withhold all or a portion of any payment otherwise due hereunder when the Authority shall have reasonable grounds for believing that: a) The Contractor will be unable to provide the staff and Services to operate the NYCSC or has not performed or will be unable to perform the Services fully and satisfactorily within the time fixed for performance in the Approved Project Schedule, or b) The Contractor has provided poor or defective Work The Contractor has provided Work that does not conform to the requirements of the Agreement, or c) The Contractor has not provided required Services with regard to cooperation with the System Contractor or other Third-Party Service Providers and Business Partners, or d) The Contractor has not met its obligations to respond on a timely basis to change order requests pursuant to Articles 2.14 Extra Work and Article 2.15 Change Order Procedures and Basis for Payment, or e) The Contractor has not met required Performance Requirements under RFP Section 3, Conformed NYCSC Scope of Work and Requirements, or f) A claim exists or will exist against the Contractor or the Authority arising out of the negligence of the Contractor or the Contractor's breach of any provision of this Agreement. g) There is a discrepancy between the Contractor s invoices and the associated documentation, provided that the Authority has notified the Contractor of such discrepancy, and provided that the amount withheld shall be limited to the amount of such discrepancy. 6., Conditions, Chapter 4 Software and System Operation, Article 4.01 Software Licenses, item b) on Page 22 of 125 (page 435 of 796 in original RFP PDF file). Modify as follows: b) For any third-party Software provided by the Contractor, the Contractor shall provide to the Authority unlimited, perpetual, irrevocable, non-exclusive Licenses to use third- party Software to perform the of the New York CSC. The Contractor shall secure such Licenses from the providers of such third-party Software, and ensure that such Licenses are transferable to and assignable by the Authority. 7., Conditions, Chapter 5 Insurance and Bond Requirements, Article 5.01 Insurance Conditions, item E on Page 26 of 125 (page 439 of 796 in original RFP PDF file). Modify as follows: E. All policies, by specific Endorsement, shall provide for written notice to the Authority no less than thirty (30) days prior to the cancellation, or nonrenewal, or material alteration of any insurance policies referred to therein. Any such notice shall be sent in accordance with Article 10.17, Notices, or by to the Authority s Insurance Compliance Office. The Contractor shall provide written notice to the Authority no less than thirty (30) days prior to any material alteration of any required insurance policies that would cause the Contractor to no longer comply with this Chapter 5. 8., Conditions, Chapter 5 Insurance and Bond Requirements, Article 5.02 Required Insurance Coverages, item E on Page of 125 (page of 796 in original RFP PDF file). Modify as follows: E. All Risk Crime Insurance Policy/ Fidelity Insurance the Contractor shall maintain All Risk Crime or Fidelity Insurance with limits no less than $10,000,000 per occurrence and $20,000,000 aggregate (no greater than a $50,000 deductible) coverage of the Authority funds. The full policy limits shall include Computer Theft coverage and all causes of loss of money, credit card, electronic funds and securities of the Authorities that are in the care, custody, November 15, 2017 Page 50 of 56 Addendum 6

53 and control of the Contractor. This Policy shall include a joint loss payee provision or endorse the following: It is hereby understood and agreed that a loss covered hereunder involving property of the New York State Thruway Authority or the Triborough Bridge and Tunnel Authority or the Port Authority of New York and New Jersey while in the care, custody or control of the Contractor shall be payable by the Company to the first named Insured and the New York State Thruway Authority, the Triborough Bridge and Tunnel Authority and the Port Authority of New York and New Jersey. This policy coverage shall also include theft of the Authority funds while in the care, custody or control of the Contractor or dishonest acts by the Contractor s employees or its Subcontractors employees, or by any such employees of Contractor working in collusion. Contractor shall require its Subcontractors to maintain similar lines of coverage at Subcontractors expense. The policy shall name the Authority as Loss Payee. 9., Conditions, Chapter 5 Insurance and Bond Requirements, Article 5.02 Required Insurance Coverages, item G on Page 30 of 125 (page 443 of 796 in original RFP PDF file). Modify as follows: G. Privacy and Network Security (Cyber Liability) insurance the Contractor shall maintain Privacy and Network (Cyber Liability) insurance covering liability arising from (1) hostile action, or a threat of hostile action, with the intent to affect, alter, copy, corrupt, destroy, disrupt, damage, or provide unauthorized access/unauthorized use of a computer system including exposing or publicizing confidential electronic data or causing electronic data to be inaccessible (2) computer viruses, Trojan horses, disabling codes, trap doors, back doors, time bombs drop-dead devices, worms and any other type of malicious or damaging code (3) dishonest, fraudulent, malicious, or criminal use of a computer system by a person, whether identified or not, and whether acting alone or in collusion with other persons, to affect, alter, copy, corrupt, delete, disrupt, or destroy a computer system or obtain financial benefit for any party or to steal or take electronic data (4) denial of service for which the Insured is responsible that results in the degradation of or loss of access to internet or network activities or normal use of a computer system (5) loss of service for which the Insured is responsible that results in the inability of a third party, who is authorized to do so, to gain access to a computer system and conduct normal internet or network activities (6) access to a computer system or computer system resources by an unauthorized person or persons or an authorized person in an unauthorized manner with a limit not less than ten million dollars ($10,000,000) per occurrence. This insurance shall provide coverage for personal injury (including emotional distress and mental anguish), and a separate limit of not less than one million dollars ($1,000,000) or for credit monitoring services. 10., Conditions, Chapter 6 Proprietary Rights, Confidentiality, Ethics and Required Certifications, Article 6.02 Contractor Assistance, item b) on Page of 125 (page of 796 in original RFP PDF file). Modify as follows: b) In addition, the Contractor agrees to give the Authority and any person designated by the Authority any and all assistance required to perfect the rights defined in Article 6.01, including, but not limited to, execution and delivery of all documents required by the Authority to document and protect the Authority s proprietary rights in the Authority Owned Inventions and data and documentation. Such assistance may also include filing applications for patent and copyright registration in the name of the Authority and making all other necessary or appropriate filings with governmental entities so as to secure and maintain maximum protection for such Authority Owned Inventions. 11., Conditions, Chapter 6 Proprietary Rights, Confidentiality, Ethics and Required Certifications, Article 6.03 Confidentiality on Page of 125 (page of 796 in original RFP PDF file). Modify as follows: a) Confidential Information means any information not generally known to the public, or that the Authority claims is confidential, whether oral, written, or electronic, that the Authority discloses, directly or indirectly, through any means of communication, to the Contractor. Confidential information includes, but is not limited to, all materials, data, transactions, forms, account information, trip information, traffic information, documentation, advertising ideas, designs and methods obtained from the Authority in connection with the Services performed under this Agreement, made or developed by the Contractor or its Subcontractors in the course of the performance of such Services, or generated as a result of such Services, and such other data and information the Authority deems November 15, 2017 Page 51 of 56 Addendum 6

54 confidential. Confidential Information does not include information which, at the time of the Authority disclosure to the Contractor or at the time of the creation of the information: (i) is already in the public domain or becomes publicly known through no act of breach of this Article by the Contractor; (ii) is already known by the Contractor free of any confidentiality obligations; (iii) is information that the Authority has approved in writing for disclosure for the particular request and the specific Confidential Information for which it is given, subject to such other terms and conditions as the Authority may require; (iv) is rightfully received by Contractor from a third party; or (iv)(v) is required to be disclosed by the Contractor pursuant to law so long as the Contractor provides the Authority with notice of such disclosure requirement and an opportunity to defend prior to any such disclosure; or (vi) is disclosed to the Contractor by a third party who is free of any confidentiality obligations with respect to the information. b) The Contractor may use Confidential Information solely for the purposes of providing Services to the Authority pursuant to this Agreement. The Contractor shall not make copies of any Confidential Information or sell, transfer, publish, disclose, display, license or otherwise make available to others any part of such Confidential Information without the prior written consent of the Authority. The Contractor will make commercially reasonable efforts to ensure that any copy of Confidential Information that is made is marked to show that it is or contains Confidential Information. The Contractor may share Confidential Information with third parties that agree in writing to the confidentiality provisions of this Agreement and are necessary to the Contractor s provision of Services to the Authority pursuant to this Agreement (e.g. Subcontractors); however, the Contractor shall share only that Confidential Information that is necessary to the third party s development of its contribution to the Contractor s provision of Services to the Authority pursuant to this Agreement. The Contractor agrees to refer all requests for Confidential Information to the Authority without delay. The Authority s disclosure of Confidential Information to the Contractor shall not convey to the Contractor any right, title, or interest in or to such Confidential Information, and this Agreement does not transfer ownership of Confidential Information or grant a license thereto. The Authority shall retain all rights, title and interest in and to such Confidential Information at all times. c) The Contractor shall hold Confidential Information confidential to the maximum extent permitted by law. The Contractor shall safeguard Confidential Information with at least the same level of care and security, using all reasonable and necessary security measures, devices and procedures that the Contractor uses to maintain its own confidential information, but with not less than reasonable care. The Contractor shall take reasonable steps to prevent unauthorized access to, use of, or disclosure of Confidential Information, including without limitation, by protecting its passwords and other log-in information. The Contractor shall advise each of its employees, agents, Subcontractors and Suppliers who may be exposed to such Confidential Information of their obligation to keep such information confidential and shall promptly advise the Authority in writing if it learns of any unauthorized use or disclosure of the Confidential Information by any of its employees or agents, or Subcontractor s or Supplier s employees, present or former and shall use its best efforts to stop any unauthorized use or misappropriation of Confidential Information. The Contractor shall require that all of its employees with access to Confidential Information sign a Non-Disclosure agreement, as approved by the Authority. d) At the Authority s request, the Contractor shall return to the Authority all written Confidential Information that the Authority has provided to the Contractor. e) It is understood and agreed that in the event of a breach of this Article, damages may not be an adequate remedy and the Authority shall be entitled to injunctive relief to restrain any such breach or threatened breach without providing proving actual damages or posting a bond or other security. Unless otherwise requested by the Authority, upon the completion of the Services to be performed hereunder, the Contractor shall immediately turn over to the Authority all such Confidential Information existing in tangible form, and no copies thereof shall be retained by the Contractor or its employees, agents, Subcontractors or Suppliers without the prior written consent of the Authority. A certificate evidencing compliance with this provision and signed by an officer of the Contractor shall accompany such materials. November 15, 2017 Page 52 of 56 Addendum 6

55 f) The Contractor shall comply with Authority privacy and security polices identified in the Agreement, including but not limited to security requirements set forth in Section 3, Conformed NYCSC Scope of Work and Requirements. g) Without limiting the foregoing, the obligations and assurances involving Confidential Information pursuant to this Agreement shall survive termination or expiration of this Agreement. 12., Conditions, Chapter 6 Proprietary Rights, Confidentiality, Ethics and Required Certifications, Article 6.05 Conflict of Interest, item d) on Page of 125 (page of 796 in original RFP PDF file). Modify as follows: d) The Authority and the Contractor recognize that conflicts may occur in the future because the Contractor may have existing, or establish new, relationships. The Authority will review the nature of any relationships and reserves the right to terminate this agreementagreement for any reason, or for cause, if, in the judgment of the Authority, a real or potential conflict of interest cannot be cured. 13., Conditions, Chapter 7 Risk of Loss, Liability, Indemnification and Warranties, Article 7.01 Risk of Loss, item c) on Page 36 of 125 (page XXX of 796 in original RFP PDF file). Modify as follows: ARTICLE 7.01 RISK OF LOSS The Contractor assumes the following distinct and several risks without limitation, whether they arise from acts or omissions (whether negligent or not) of the Contractor or of any of its Subcontractors and Suppliers, excepting those losses which arise from negligent acts or omissions of the Authority or System Contractor. 14., Conditions, Chapter 7 Risk of Loss, Liability, Indemnification and Warranties, Article 7.02 Contractor s Liability and Indemnification, item a) on Page of 125 (page of 796 in original RFP PDF file). Modify as follows: a) The Contractor shall indemnify and save harmless the Authority, New York State and MTA, to the fullest extent permitted by law, from loss and liability upon any and all claims and expenses, including but not limited to attorneys fees, on account of such injuries to persons or such damage to property, irrespective of the actual cause of the acts, errors or omissions, irrespective of whether they shall have been due in part to negligence of the Contractor or its Subcontractors or Suppliers or negligence of the Authority, State, or MTA, or of any other persons, but excepting bodily injuries and property damage to the extent caused by the negligence of the Authority, State, System Contractor or MTA. The liability hereunder shall be limited to such injuries or damage occurring on account of, or in connection with, the performance of the Services, whether or not the occurrence giving rise to such injury or such damage happens at the NYCSC or whether or not sustained by persons or to property while at the NYCSC, but shall exclude injuries to such persons or damage to such property to the extent caused by the negligence of the Authority, State, System Contractor or MTA. Such indemnity shall not be limited by reasons of enumeration of any insurance coverage herein provided. The provisions of this Article shall survive the expiration or termination of this Agreement. 15., Conditions, Chapter 7 Risk of Loss, Liability, Indemnification and Warranties, Article 7.04 Additional Warranties, item b) on Page 42 of 125 (page 455 of 796 in original RFP PDF file). Modify as follows: b) The Equipment Contractor installs and places into will not result in any damage to existing facilities, walls or other parts of adjacent, abutting or overhead buildings, railroads, bridges, structures, surfaces, or any physical/mental damage to any patron or patrons utilizing any units(s) of Equipment. 16., Conditions, Chapter 8 Default, Damages and Remedies, Article 8.09 Liquidated Damages, item b) on Page 49 of 125 (page 462 of 796 in original RFP PDF file). Modify as follows: b) The Contractor is firmly obligated and guarantees to meet the stipulated Acceptance of Operational Readiness Date. In the event of a delay in Operational Readiness beyond the Operational Readiness date, as such time may November 15, 2017 Page 53 of 56 Addendum 6

56 be extended by the Authority as hereinafter provided in Article 2.10, Extension of Time, and Article 2.11, Schedule and Submittals, the Authority shall be paid damages for such delay. Inasmuch as the amount of such damages and the loss to the Authority will be extremely difficult to ascertain, it is hereby expressly agreed that such damages will be liquidated and paid as follows. The Contractor shall pay to the Authority for each and every day of unexcused delay, except Sundays and legal holidays, the sum of $6,500, which sum is hereby agreed upon not as a penalty but as liquidated damages. 17., Conditions, Chapter 10 Miscellaneous, Article Most Favored Customer on Page 53 of 125 (page 466 of 796 in original RFP PDF file). Modify as follows: ARTICLE MOST FAVORED CUSTOMER The Contractor agrees to treat the Authority as its most favored customer. The Contractor represents that all of the prices, warranties, benefits and other terms being provided hereunder are equal to or better than the terms being offered by the Contractor to any other customers. If the Contractor provides Services to the Authority which it did not create specifically for the Authority and which it offers to its current customers, the Contractor represents that all of the prices, warranties, benefits and other terms associated with those Services are equal to or better than the terms being offered by the Contractor to its other customers. If, during the term of this Agreement, the Contractor enters into an agreement with any other customer providing such customer with more favorable terms, the Contractor shall promptly notify the Authority and then this Agreement will be deemed appropriately amended to provide such terms to the Authority. The Contractor shall promptly provide the Authority with any refund or credits thereby created. For the avoidance of doubt, any adjustment in pricing under this Agreement shall only apply from the date the contract with the comparable pricing was effective. 18., Conditions, Chapter 10 Miscellaneous, Article Notice of Legal Matters on Page 55 of 125 (page 468 of 796 in original RFP PDF file). Modify as follows: ARTICLE NOTICE OF LEGAL MATTERS If the Contractor becomes aware that any person seeks a restraining order, preliminary injunction or an injunction, which may delay the delivery of Services pursuant to this Agreement, itthe Contractor shall promptly give to the Authority person designated to receive Notices pursuant to Article a copy of all legal papers received or prepared by it in connection with such action or proceeding. The Authority shall be accorded the right to intervene or become a party to any suit or injunction sought or obtained and to oppose or to move to dissolve the same or otherwise, as the Authority may deem proper. 19., Conditions, Chapter 13 Triborough Bridge and Tunnel Authority-Specific Conditions, Article Claims for Money Damages, first paragraph on Page 68 of 125 (page 481 of 796 in original RFP PDF file). Modify as follows: ARTICLE CLAIMS FOR MONEY DAMAGES In the event the Contractor claims or intends to claim or intends to claim compensation for any damage or loss sustained by reason of any act, neglect, fault or default of the Authority, the Contractor shall furnish a written notice to the Project Manager setting forth the nature of the claim and the extent of the damage sustained within 30 days of the incurrence of such loss or damages. This written notice shall constitute the Contractor s submission to the Project Manager for the purpose of requesting the Project Manager s determination prior to the commencement of any action for compensation. Any such claim shall state as fully as then possible all information relating thereto and shall be supported by any then available documentation, including daily records showing all costs incurred. Such information shall be supplemented with any and all further information, including information relating to the quantum of losses or damages sustained, as soon as practicable after it becomes or reasonably should become known to the Contractor. November 15, 2017 Page 54 of 56 Addendum 6

57 20., Conditions, Chapter 14 Port Authority of New York and New Jersey-Specific Conditions, Article Contract Records and Decommission, first paragraph on Page 120 of 125 (page 533 of 796 in original RFP PDF file). Modify as follows: ARTICLE CONTRACT RECORDS AND DECOMMISSION The Port Authority will own and have all right, title and interest in all data, regardless of media used, including, but not limited to all notations, electronic copy of documents and hard copy documents in Contractors possession, even if such data was obtained by the Contractor on behalf of the Port Authority prior to the Effective Date of this Agreement (the Work Product ) and, to the extent possible all Work Product shall be considered a work made for hire for Port Authority within the meaning of Title 17 of the United States Code (the Copyright Act). Contractor hereby grants, transfers and assigns any and all right, title and interest in and to the Work Product and all materials contained therein or prepare therefor. In addition, Contractor shall assign and hereby so assigns to Port Authority all of its interest in the Work Product. Each party shall retain ownership of it pre-existing material used in accordance with this Agreement. While this Agreement is in force, Contractor grants to Port Authority an irrevocable, non exclusive, worldwide, royalty free license to use, execute and copy for its internal purpose any pre-existing materials contained in the Work Product. Contractor and all of its personnel shall cooperate fully with Port Authority and shall execute such further documentation as Port Authority may request in order to establish, secure, maintain or protect Port Authority, or its assignee s, ownership of the Work Product and of all rights therein. Furthermore, Contractor agrees that it shall never transfer or assign the Work Product, or any rights therein, to any third party. 21., Conditions, Chapter 14 Port Authority of New York and New Jersey-Specific Conditions, Article Contract Records and Decommission, second paragraph on Page 120 of 125 (page 533 of 796 in original RFP PDF file). Modify as follows: Contractor hereby (i) waives any so-called moral rights with respect to the Work Product; (ii) agrees never to use the Work Product without the prior express written consent of Port Authority; (iii) agrees never to contest Port Authority or its assignee s exclusive, complete and unrestricted ownership in and to the Work Product (including all copyright rights therein), or to claim adverse rights therein; and (iv) acknowledges that it shall not be entitle entitled to any compensation beyond the that specifically provided herein for any of the Work Product. 22., Conditions, Chapter 14 Port Authority of New York and New Jersey-Specific Conditions, Article Port Authority Public Records Access Policy on Page 121 of 125 (page 534 of 796 in original RFP PDF file). Modify as follows: ARTICLE PORT AUTHORITY PUBLIC RECORDS ACCESS POLICY The Port Authority s receipt or discussion of any information (including information contained in any proposal, vendor qualification(s), ideas, models, drawings, this Contract or other material communicated or exhibited by you or on your behalf) shall not impose any obligations whatsoever on the Port Authority to keep such information in confidence and Contractor acknowledges and agrees that such information is subject to the provisions of the Port Authority Public Records Access Policy adopted by the Port Authority s Board of Commissioners, which may be found on the Port Authority website at: The foregoing applies to any information, whether or not given at the invitation of the Authority. Any statement which is inconsistent with this Agreement, whether made as part of or in connection with this Agreement, shall be void and of no effect. November 15, 2017 Page 55 of 56 Addendum 6

58 Please ensure that receipt of this Addendum is acknowledged on Form A-10 of the solicitation. Sincerely, Zulema B. Robinson Director, ITS Projects November 15, 2017 Page 56 of 56 Addendum 6

59 Bridges and Tunnels Addendum No. 5 November 13, 2017 NYCSC Request for Proposals (RFP) Prospective Respondents: You are hereby notified of the following information in regard to the referenced RFP: Part A - Official log of Proposers questions and the Authorities responses Part B - Official revisions to the NYCSC RFP All other terms, conditions and requirements of the original RFP dated August 25, 2017 remain unchanged unless modified by this addendum, or previous addenda to this RFP. A. QUESTIONS AND ANSWERS Following are the answers to questions submitted in response to the above referenced RFP. All of the questions have been listed in the order received by TBTA. Please note that responses to questions included in previously issued addenda are provided in Part A below, and are shown in grey shaded lines. Addendum 5 responses begin with questions 55. November 13, 2017 Page 1 of 73 Addendum 5

60 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Addendum 3 Questions and Responses 1. General Which M/WBE certification is required ( i.e. State of NY, City of NY, and/or Port Authority of NY NJ) for this RFP? The criteria listed within the RFP doesn't match the criteria listed on the website from the link provided in the RFP. For TBTA and NYSTA, MWBE firms must be certified with the state of New York via Empire State Development. For PANYNJ, firms must be certified as an MWBE directly with PANYNJ. For new applicants, with no certifications, there is a one-stop addendum on the NYS and the PANYNJ application to certify simultaneously with both programs. The links below gives some clarification on both DBE and MWBE programs and how to get certified. become-certified.html 2. General PDF page 776 Form C-5 NYSTA Exhibit 2 and Attachments - MWBE There is a discrepancy between the M/WBE requirements as shown in the RFP and those required for certification by NY State. In Exhibit 2 on page 776, the criteria to be met to be considered M/WBE Refer to Question 1. November 13, 2017 Page 2 of 73 Addendum 5

61 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) certified is as stated below: (j) MINORITY GROUP MEMBER. A United States Citizen or permanent resident alien who is and can demonstrate membership in one of the following groups: (1) Black persons having origins in any of the Black African racial groups; (2) Hispanic persons of Mexican, Puerto Rican, Dominican, Cuban, Central or South American descent of either Indian or Hispanic origin, regardless of race; (3) Native American or Alaskan native persons having origins in any of the original peoples of North America; (4) Asian and Pacific Islander persons having origins in any of the Far East countries, South East Asia, the Indian subcontinent or the Pacific Islands. (k) MINORITY-OWNED BUSINESS ENTERPRISE. A business enterprise, including a sole proprietorship, partnership or corporation that is: (1) At least fifty-one percent owned by one or more minority group members; (2) An enterprise in which such minority ownership is real, substantial November 13, 2017 Page 3 of 73 Addendum 5

62 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) and continuing; (3) An enterprise in which such minority ownership has and exercises the authority to control independently the day-to-day business decisions of the enterprise; and (4) An enterprise authorized to do business in New York State and is independently owned and operated. However, the esd.ny.gov site lists the requirements as: Ownership, Operation and Control: All firms seeking MBE, WBE or MWBE certification must be independently owned, operated and controlled by minority members and/or women. The ownership must be real, substantial and continuing, and the minority members and/or women must exercise the authority to independently control the day-to-day business decisions. Personal Net Worth Restriction: Each minority or woman owner upon whom certification is based cannot have a personal net worth exceeding $3.5 Million after allowable deductions. November 13, 2017 Page 4 of 73 Addendum 5

63 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Mandatory Supporting Documents: For each minority or woman owner upon which certification is based) Current Personal and Business Federal and State Taxes (Including all schedules, statements and amendments) Small Business Restriction: Firms must have no more than 300 Full Time Equivalent Employees. Independent, Active and One year in Business: The firm must operate independently of other firms, must demonstrate it is an active business and generally, the business must be in operation for at least one year. Out of State Firms: Out of state applicants should be certified as a MWBE in their home state, if a similar process exists, before applying for MWBE certification in New York State. November 13, 2017 Page 5 of 73 Addendum 5

64 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Although a Business Enterprise may meet the requirements as listed in the RFP, a Business Enterprise cannot meet the requirements of the NY State certification sine NY State only recognizes independently owned businesses. 3. Section 1, Page 8 of 37 (PDF Page 19 Page 19 of 37 (PDF Page 30 Section 1 Background, Overview & Proposal Instructions Minimum Qualifications Proposal Part 2: Demonstrate d Project Experience and Section 1 Background, Overview & Proposal Instructions 1.7.1: Minimum Qualifications Proposal Part 2: Demonstrated Project Experience and Qualifications, letter c Please advise if acceptable certifications to meet the M/WBE requirement include M/WBE certifications issued by either New York City or the Port Authority as opposed to only New York State. In Section 1, 1.7.1: Minimum Qualifications, the RFP states that the, Proposer shall have successfully completed at least two (2) customer service operations projects of a similar nature to the Work on this Project. Does the word Proposer apply to the prime consultant only or can this qualification be met by the Proposer s team (inclusive of major partners)? The Proposer s team qualifications are referred to in Section c. If Subcontractor project experience is included in project references and/or is intended to be considered, please include The referenced minimum qualifications experience may be met by a prime Contractor and Subcontractor in combination. The Prime Contractor must meet the minimum requirements for at least one project. November 13, 2017 Page 6 of 73 Addendum 5

65 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Qualifications, letter c As the answer to this question is likely to impact teaming decisions, we would greatly appreciate a response on this question at your earliest convenience. 4. Section 7 PDF Page 560 on 5. Section 1, Page 23 and 25 of 37 (PDF Page of 796) 6. General N/A Section 7 Forms Section 1 Background, Overview & Proposal Instructions and Section 7 Forms A-5: Recent Project List; A-6: List of Subcontractors; A-7: Key Team Experience Reference Form; A-8: Requirements Conformance Matrix; A-9: Price Proposal/Pricing Sheets Proposal Part 5: Approach to Requirements and Proposal Part 6: Approach to Performance Requirements N/A N/A Would the NY Tolling Authorities provide a list of subcontractors currently working on-site? Would you provide electronic No. Forms cannot be provided in electronic versions of the forms in Section 7? In versions. particular, A-5: Recent Project List; A- 6: List of Subcontractors; A-7: Key Team Experience Reference Form; A- 8: Requirements Conformance Matrix; A-9: Price Proposal/Pricing Sheets. In Section 1 on page 23 for Proposal These forms are paper-clipped to the RFP PDF. Part 5 and page 25 for Proposal Part The Conformance Matrix should be included 6, the RFP states that Form A-8: with the forms in Proposal Section 5 as Requirements Conformance Matrix is instructed in Table 1-6 of the RFP. to be completed as part of Part 5 of the PDF with the Technical Proposal and on a separate CD in Excel. Will you provide Form A-8 to bidders in an Excel format? In addition, do you require 20 copies of a separate CD with this form in addition to the 20 USBs, or should the excel form be included on the USBs? The following are the subcontractors on the current CSC contract: PRWT Superior Staffing Services November 13, 2017 Page 7 of 73 Addendum 5

66 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) 3C Solutions Inc Paper Alternatives Enlightened, Inc. 7. General N/A 8. General N/A 9. General N/A 10. General N/A N/A N/A Will the selected Proposer have the ability to work with the Systems Please refer to Section 3 NYCSC Scope of Work and Requirements, which details the interaction Integrator to identify KPIs that can be between the System Contractor and the reported by the system? Contractor in the Planning Phase. For example, see Section Performance Reporting Workshops. N/A N/A Would the NY Tolling Authorities provide current staffing resources, number of positions (full- and parttime), operating overhead, and benefits in order to develop our cost proposal and provide you with a best apples-to-apples comparison from all bidders on cost? N/A N/A Does the NY Tolling Authorities have a Transition Plan in place? If so, would you please provide a copy? N/A N/A We noticed that the data provided in the RFP was dated from 2015 and Could you provide all vendors The Authorities do not have this information as it is not required to be provided to the Authorities under the current contract. One of the purposes of the site visits was to provide Proposers with a sense of the scope of the current operations; however, current staffing and operations, overhead and benefits are not a good indicator of planned under this RFP as the scope of work and approach to work, future volumes of work, requirements, and cost model are all different. The Conduent Succession Plan is attached to the RFP as Appendix L. The Contractor s responsibilities for Transition, including the development of a Transition Plan, are detailed in Section 3, NYCSC Scope of Work and Requirements, including Section Transition Plan. Appendix A provides updated information. Refer to the addendum item in Part B. The following additional data is also available: November 13, 2017 Page 8 of 73 Addendum 5

67 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) the most up-to-data so we can Images sent to the back office from the provide the best price and provide you with an apples-to-apples comparison from all bidders on costs? lanes (unless otherwise noted these are images, not image transactions) The following annual volumes are subject to change in the future and should not be considered a projection: TBTA: upon completion of transition to cashless tolling (2017): o o o 140 million video/violation images annually (70 million video/violation transactions) 14 million class mismatch images annually (7 million class mismatch transactions) 1.7 million VODS images annually (850,000 VODS transactions, not OCRed) PANYNJ (2016): o 5.3 million images annually NYSTA: o 74 million images annually (2020) Current Number of Electronic Toll Lanes (some lanes are mixed mode and also take cash): TBTA: 63 lanes (cashless) PANYNJ: 69 lanes NYSTA: 400 lanes Most Common Plates for TBTA in Alphabetical Order November 13, 2017 Page 9 of 73 Addendum 5

68 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Connecticut Florida Maryland Massachusetts New Jersey New York North Carolina Pennsylvania Texas Virginia. 11. Section 1, page 21 of 37 (PDF page of 796) 12. Section 1, page (16 and 17? confirm) 17 and 18 of 37. (PDF Page of 796) Section 1 Background, Overview & Proposal Instructions Proposal Part 4 Section 1 Background, Overview & Proposal Instructions General Instructions and Technical Proposal Contents Section 1 Background, Overview & Proposal Instructions; Proposal Part 4: Approach to Project Planning and Transition Section 1 Background, Overview & Proposal Instructions; 1.14 Technical Proposal Instructions; General Instructions and Technical Proposal Contents In Section , the RFP asks us to respond using the letter sequencing provided. However, the letter sequencing in this section goes a, b, c, b, d, e Is this section misnumbered or would you like us to include two section b s? In Section 1, on page 17 under General Instructions, the RFP states that all pages should be sequentially numbered. In addition, in Section : Technical Proposal Contents, it says the proposal should be limited to 100 pages, excluding items identified in Table1-5. Do you have a preference on the location of the excluded items outside of sequential numbering? For example: Should the Key Team Experience References on Form A-7 This is a typo which will be corrected. The RFP will be modified. Refer to the addendum item in Part B. Please refer to Table 1-6: Forms/Submittal Checklist, which indicates where each form or submittal item should be included in the Proposal. The table shows that form A-7 should be submitted in Technical Proposal Part 3. Proposers should adhere to the Proposal structure as directed in RFP Section 1, Proposers may include the excluded items in the sequential page numbering, or they may include the excluded items at the end of the associated section with separate sequential numbering. The November 13, 2017 Page 10 of 73 Addendum 5

69 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) be included at the end of Proposal Part 3 and numbered in a separate sequential order or should they be included in an appendix outside of the 100-page sequential numbering? Authorities will make necessary calculations to verify page counts in either case. Please note that pages may be numbered by section; however, total page limits still apply. 13. Section 1, page 29 of 37 (PDF Page General N/A Section 1 Background, Overview & Proposal Instructions Technical Proposal Appendices Section 1 Background, Overview & Proposal Instructions; Technical Proposal Appendices Are bidders allowed to include additional appendices to those indicated in this Section for? N/A N/A Due to the number of forms and requested content, are bidders allowed to break their Technical Proposal up into multiple volumes? For example, one Technical Proposal volume for the requested 100 pages and required technical content and another Technical Proposal volume for the forms and appendices? 15. General In the spirit of wanting to provide the best possible fit for any/all potential clients, I am reaching out to see if TBTA would allow a viewing of the scope of work and requirements associated with this procurement opportunity. SWC Group has no issue with attending the tour, the pre- No. Proposers are instructed to only include the information requested in the format required. Proposers are permitted to break the Technical Proposal into different volumes but are required to maintain the required Proposal Parts as indicated in Section Proposer would have to make an appointment to come in to review the RFP. Please be advised that it is an page document. November 13, 2017 Page 11 of 73 Addendum 5

70 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) proposal conference, and obtaining a physical copy of this solicitation in person but it would be of great benefit to be given greater insight into the opportunity, and to assess if our organization is an ideal fit, prior to allocating the up-front time and expenses. 16. General Copies of the solicitation documents (diskette) shall be obtained for $ in person, by appointment only, at the TBTA, 2 Broadway, 24th Floor, New York, New York 10004, Monday through Friday (except legal Holidays) between the hours of 9:00 a.m. - 4:00 p.m., or by mail. Any proposal submitted by a proposer who did not obtain the solicitation documents directly from the TBTA will be deemed non-responsive and not be eligible for award of the contract. Regarding the highlighted sections, there is a little confusion on our end as to whether we are allowed to purchase this RFP by mail, or if it is mandatory to do so in person. If purchasing by mail is an option, this may be the more ideal route, however, if purchase in person is a mandatory requirement, would there happen to be any scheduling availability on either Wednesday, September 20 th, OR Thursday, September 21 st of this week? Ideal time slots that we would hope to aim for will be around either 3 or 4pm. 17. General The attached form indicated that there will be a pre-proposal conference on Tuesday, September 26, 2017, following a site tour. Is the The RFP may be obtained in person, or by mail. The Bid Order Form gives specific instructions for mail delivery and can be found by following the link: ml The site tour and pre-proposal are not mandatory. If Proposer does not attend the pre-proposal conference and site visit, it must complete and submit in Part 7, Form A-1 Pre- November 13, 2017 Page 12 of 73 Addendum 5

71 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) attendance of this site tour and/or meeting considered mandatory for all potential bidders? Or will a proposer s lack of attendance result in disqualification? Proposal Conference Release Form. 18. Pg. 19 of 37 (PDF Page Pg of 37 (PDF Page Pg. 26 of 37 (PDF Page 37 Section 1 Background, Overview & Proposal Instructions Section 1 Background, Overview & Proposal Instructions Section 1 Background, Overview & Proposal Proposal Part 2: Demonstrated Project Experience and Qualifications, e) Proposal Part 2: Demonstrated Project Experience and Qualifications, e) Proposal Part 7: Proposer Completed Forms SDVOB This section indicates that Proposers must submit a completed performance and payment bond (Form A-11 or substantial equivalent) with their proposal. Performance and payment bonds cannot be executed for a contract that has not been awarded. Is the Agencies intent for proposers to submit a surety letter/consent and/or bid bond? If the latter, for what amount? Proposers may submit a commitment letter from the surety certifying that should Proposer be awarded the Contract the surety commits to providing a performance and payment bond substantially in the form provided in Form A-11. The RFP will be modified. Refer to Part B for the addendum item. Proposer respectfully requests A single bond with the three Authorities that clarification on how bonding will covers the full obligation is required. work, as the RFP indicates that there will be multiple contracts with the various agencies involved. Our surety would prefer to issue separate bonds for each contract/ respective agency, to more closely align with the anticipated final schedule. Will this be acceptable? If the SDVOB goal of 6% only applies Yes, the 6% should be applied only to the TBTA to the TBTA portion of the work, portion of the Work. should the calculation included in the forms be only 6% of TBTA s portion November 13, 2017 Page 13 of 73 Addendum 5

72 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Instructions, of the work (65%)? 21. Pg. 3 of 125 (PDF Page 416 of 796) 22. Pg. 4 of 125 (PDF Page 417 of 796) Conditions, Chapter 2, Article 2.05 Conditions, Chapter 2, Article 2.05 Harmony Harmony Will the contract for the Systems Contractor mirror the contract for the Contractor in regards to liability for losses, damages, etc. to the other party?, Article 2.05 states as follows: During the progress of the Implementation Phase and Maintenance Phase the Contractor shall be required to work cooperatively with other parties, including the Contractor and other interfacing third-parties in order to perform its obligations under the Agreement. The following processes shall be in place at all times: f) In the event of an emergency creating danger to life or property at the Site(s), the Authority may do anything necessary to alleviate such an emergency situation, including performing work at the Site(s), or directing another contractor to perform work at the Site(s). Please refer to the Systems RFP which was issued on June 29, 2017 for a comparison of terms and conditions. The paragraph further defines the emergency as creating danger to life and property. We believe that this is a sufficiently clear explanation. November 13, 2017 Page 14 of 73 Addendum 5

73 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) 23. Pg. 18 of 125 (PDF Page 431 of 796) 24. Pg. 96 of 125 (PDF Page 509 of 796) Pg. 537 Conditions, Chapter 3, Article 3.03 Conditions, Chapter 11, Appendix D, H, 4, Chapter 14, Article Pg. 120 of 125 (PDF Page Conditions, of Chapter 14, 796) Article Method and Time of Payment MBE/WBE Prevailing Wage How is an emergency defined? Contractor is required to submit three separate invoices to each agency. How will submitted invoices be paid? Will it be three individual payments from each agency or one single payment from the Authority? If there is an issue with an individual invoice, does this issue hold up payment from the other two agencies? MTA allows 100% credit for MBE/WBE suppliers, while PANYNJ only allows 60% credit for MBE/WBE. How should total MBE/WBE credit for suppliers be calculated? There are multiple references to payment of prevailing wage throughout the contract, but there is no schedule included in the RFP. Does prevailing wage apply to the There will be three separate payments based on three monthly invoices submitted to the Authorities. An issue with one invoice that is specific only to that Authority will not hold-up payment of invoices by the other Authorities. Proposers should refer to Section for a description of how to divide the Project by the assumed Contract percent for each Authority and resulting Contract dollar value totals for each Authority. Once the Proposer has established the estimated total for each Authority, the Proposer should then apply the specific rules for MBE/WBE for the applicable Authority. In other words, there will be three separate totals for MBE/WBE compliance in the Proposal and not a single total for MBE/WBE compliance. The Authority specific guidelines for each Authority stated in Section 4, Chapters will then apply. The Authorities are governed by New York State Labor Law, Article 8 and Article 9. It is the Proposers responsibility to make determinations as to compliance. November 13, 2017 Page 15 of 73 Addendum 5

74 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) scope of work in this project? If so, please provide the applicable schedule. 26. Pg. 25 of 102 PDF Page 103 of 796) 27. Pg. 7 of 37 (PDF Page Section 1, pg 26 of 37 (PDF Page 37 Section 3 NYCSC Requirements, Section 1 Background, Overview and Proposal Instructions, 1.6 Section 1 Background, Overview and Proposal Instructions, System Training Courses Provided by the System Contractor Key Dates Section 1 Background, Overview & Proposal Instructions Proposal Part 7: Proposer Completed Forms Please clarify an inconsistency between the NYCSC RFP and the NYCSC Systems RFR. Per NYCSC- RFP (requirement 1.6.1) Paragraph 7 states three (3) separate trainings for each Authority. Per NYCSC-Systems RFP (requirement 2516) Paragraph 3 states two (2) separate trainings for each Authority. The RFP Deadline for Proposals is November 13, We respectfully request that this date be changed to December 11, Is there list of forms which are required for the prime consultant and which are required for subconsultants to complete? For example, do subconsultants need to complete a copy of Form B-4 TBTA Iran Divestment Act of 2012 in addition to the prime firm? The quantity of trainings provided to the Contractor by the System Contractor in the second full paragraph of Section will be changed to two (2) to match requirement # 2518 in the System RFP Requirement; however, there is no reference to Authority training that is in conflict with the System RFP. Also, Section will be changed to further clarify language regarding initial training and train the trainer courses. The RFP will be modified. Refer to Part B for the addendum items. The deadline for Proposals is now December 15, Refer to Part B for the addendum item. Unless otherwise indicated in the RFP or in the form itself, only the prime Proposer must complete the forms. Subconsultants do not have to complete Form B-4. November 13, 2017 Page 16 of 73 Addendum 5

75 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) 29. N/A N/A CSC Site Visit At the CSC On-Site Meeting in Staten Island, NY, the TBTA Project Manager mentioned there was an additional CSC site in Endicott, NY which provided additional CSC services. In order to assist all potential vendors in seeing and getting a full understanding of the entire NY CSC for this RFP, would you a schedule a tour of the Endicott, NY site? A site tour of the Endicott Facility has been conducted. Please refer to Addendum N/A Page 41 of 102 (PDF Page 119 of 796) 31. N/A General 32. N/A General Section 3 NYCSC Requirements Section 1.15 Section 3 NYCSC Scope of Work and Requirements Section 3 NYCSC Scope of Work End of Contract Transition Scope of Work Scope of Work In the Requirements Conformance Proposers should assume that there will be no Matrix under Section 1.15, No. 245, it phasing of calls in the transition, either at the states that transition services will be commencement or end of this Contract. The for a period of up to one (1) year. Is details of the end of contract transition will be there a specific contractual transition part of the Approved Succession Plan-see period to transition calls to a new Section , and, vendor at full staff or will it be Conditions, Article For services beyond phased in from the incumbent? the Contract term the Contractor will be paid in accordance with Article End of Contract Transition. Will the system network be routed directly to the service center or are you up to routing it to a data center outside of New York to provide more flexibility with business contingency and disaster recovery plans? Please provide the number of calls directed to the Service Center (manned Agents) for each hour of Requirements in the System RFP are for the network to provide connectivity from the primary and disaster recovery data centers to the Customer Service Center location(s). Appendix A has been updated to provide additional information (See Appendix A, Attachment 1). November 13, 2017 Page 17 of 73 Addendum 5

76 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Scope of Work and day and each day of the year, for 2015, 2016 and YTD We will The RFP will be modified. Refer to the Requirements use this data to determine call arrival Addendum item in Part B. patterns throughout the year, and thus determine how many Agents we need to schedule to answer these calls within the required SLAs. 33. Section 3, Appendix A (PDF Page 183 of 796) 34. N/A General 35. Section 3, page 53 of 102 (PDF Page 131 of 796) 36. Section 3, page 61 of 102 (PDF Page 139 of Section 3 NYCSC Scope of Work and Requirements Section 3 NYCSC Scope of Work and Requirements Section 3 NYCSC Requirements Section Section 3 NYCSC Requirements Section Appendix A Background Data Scope of Work Customer Tolls by Mail Bill sand Violation Notices Ongoing Customer Satisfaction Surveys Can you provide 2016 and YTD 2017 data for Appendix A, Background Data as there are a lot of data points in this history that could have significantly changed in the last 1.5 years What is the inbound volume for Social Media channels, Chat and Texts? What is the monthly volume of tolls paid by mail bill and violation notices? Is a Customer Satisfaction survey provider required, or is the Contractor allowed to do this inhouse? Appendix A has been updated. Refer to the Addendum item in Part B. Chat and social media services are not provided by the current NYCSC. Current volumes and expected growth of texts are not available and current text messages being sent are not indicative of anticipated future use with the new system. Appendix A has been updated to provide additional information (See Appendix A, Attachment 2). Refer to the Addendum item in Part B. The Customer Satisfaction Survey Provider and the SSAE provider are required to be an independent third-party provider. A clarification will be made to Requirement # 241. November 13, 2017 Page 18 of 73 Addendum 5

77 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) 796) Refer to Part B for the Addendum Item. 37. Section 3, Section 3 page NYCSC of 102 (PDF Page Requirements 125 of Section ) 38. Section 3, Section 3 page NYCSC of 102 (PDF Page Requirements 125 of Section ) 39. Section 3, Appendix A, page 4 of 7 (PDF Page 186 of 796) 40. Section 3, Appendix K Page 1 of 2 (PDF Page 403 of 796) Section 3 NYCSC Scope of Work and Requirements Appendix A Section 3 NYCSC Scope of Work and Requirements Appendix K Image Review Image Review Appendix A Background Data Appendix K - IVR Menu Options What is the current volume of transactions sent to manual image review? Daily? Monthly? How many FTEs are currently performing manual image review? Please confirm that 68% of your total call volume was contained within the IVR, and never reached an Agent, during Please provide the IVR Tree, and number of calls received for each IVR option in 2016 and YTD Appendix A has been updated to provide additional information (See Appendix A, Attachment 2). Refer to the Addendum item in Part B. This information is not available. This is the correct reported percentage of IVR call volume for 2015; however, some of these calls did reach an agent and did not terminate with the IVR. Also, refer to the response to question 32 for updated call volumes. No additional information beyond Appendix K is available on the current IVR tree. Data on calls per IVR option is not available. For additional information on the IVR tree branches, call the E- ZPass and Tolls-by-Mail phone numbers. November 13, 2017 Page 19 of 73 Addendum 5

78 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) 41. N/A Scope of Work General 42. N/A General 43. N/A General Section 3 NYCSC Requirements Section 3 NYCSC Requirements Section 3 NYCSC Requirements 44. N/A Section 7 Forms A-9 Price Proposal/ Pricing Sheets Scope of Work Scope of Work Since the Systems Contractor owns the system including system hardware, software and processes, how will they handle remote set up offsite and repairs to equipment? The Systems Contractor is required to have key maintenance staff and operations support personnel on-site at the CSC to manage and maintain the System. The System Contractor will be required to support Work-at-Home CSRs through its support staff and Help desk and will be responsible for the shipping and handling and repair of any System provided hardware and equipment. This has been clarified in Addendum 6 of the System RFP. Refer to Part B for the Addendum item. Will the System Contractor provide a Yes. [For additional details see requirement 42 training system/region, that does not of the System RFP.] impact production? Do you have statistics on the number of foreign language calls receive? Price Proposal (Form A-79) Should the costs for the alternative site be included in the cost proposal? The Authorities do not have statistics on languages other than Spanish. Spanish language for 2015 is provided in Appendix A. See the response to question 32 for updated numbers. The cost for the identification, preparation, and staging of the alternate location should be included in the Price Proposal. Please refer to Section 3, for additional information. Proposer s solution should be detailed in the Technical Proposal response item m (Section 1, ) related to Disaster Recovery and business continuity. November 13, 2017 Page 20 of 73 Addendum 5

79 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Payment for the staffing and use of the facility in the event of a disaster or other problem requiring the use of the alternate location, will be determined on a case by case basis, depending upon the cause of the event, required response and other factors. 45. N/A General 46. Section 1, page 26 of 37 (PDF Page Section 1, page 7 of 37 (PDF Page 18 Section 3 NYCSC Requirements Section 1 Background, Overview and Proposal Instructions, Section Section 1 Background, Overview and Proposal Instructions, Scope of Work Proposal Part 7: Proposer Completed Forms Key Dates Will the Systems Contractor support work at home CSRs and image processors and will they provide all of the hardware infrastructure including network connectivity? In Section , the RFP asks that we submit all forms in Section 7 in the Technical Proposal. However, several of the M/WBE forms require us to list the contract price and amounts to subconsultants on these forms. Please confirm you want all forms, including those with the contract amount, included in Proposal Part 7 of the Technical Proposal. Will you consider extending the proposal deadline? Yes, the System Contractor is responsible for providing the Work- From-Home CSR Seat with required software, hardware and equipment. However, the Contractor shall be responsible for internet access of sufficient bandwidth to support the requirements for the At-Home CSR work. Please refer to the response to question 41 and to Part B for the associated addendum item. Please submit all forms and other submittals as instructed in Table 1-6 in Section 1. One additional information form entitled Use of Service-Disabled Veteran-Owned Business Enterprises In Contract Performance, is included at the beginning of the RFP (PDF p, 6), prior to Section 1. This form shall be included at the beginning of the Proposal. See Addendum 2 and response to question 27. November 13, 2017 Page 21 of 73 Addendum 5

80 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Section , page 26 of 125 (PDF Page 439 of 796) 49. N/A General 50., page 120 and 121 of 125 (PDF Page of 796) Conditions, Chapter 5 Section 3 NYCSC Requirements Conditions, Chapter 14 PANYNJ Specific Terms and Conditions Article N/A Section 7 Forms A-9 Price Proposal/ Pricing Sheets Insurance and Bond Requirements Scope of Work Conditions, Article Prevailing Wage Given that the scope of work involves limited construction work (around building out the operations center), would the Authorities consider waiving the performance and payment bond requirement? In addition to the training monitors installed in the training area, will the System Contractor install practice monitors in the new CSC for staff to practice the various system functions on their own after training has been completed? Please confirm that Contractors are required to paid the federal prevailing wage. Price Proposal (Form A-7 9) Please clarify the Single and Double blind reviews on image review in the pricing form. Is it asking for pricing for the first review (single) and then the price for the second review (double), or is it asking the price for a situation where we would perform a No, the performance and payment bond requirement will not be waived. The System Contractor will provide a sufficient number of CSR seats for required staff and for the training room for training purposes. They will not provide work stations or monitors in addition to those provided as specified in the System RFP for these purposes. Please refer to the response to question 25. The latter part of the question is correct. The single review covers the cases where only a single review is required. The double review covers the cases where two reviews are required. November 13, 2017 Page 22 of 73 Addendum 5

81 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) single blind review (single) and when we would provide a double blind review (double)? 52. N/A Section 7 Forms A-9 Price Proposal/ Pricing Sheets 53. Page 8 of Page 421 Terms & Conditions Chapter 2 Time and Manner of Performance Price Proposal (Form A-7 9) The pricing sheet asks for individual hourly rates for image review clerks as well as a price per image review transactions. It is usually one or the other. Would you clarify which you are looking for? Article 2.11 Schedule and Submittals Paragraph f) states Within ten (10) days of the Notice to Proceed Contractor shall submit a baseline Project Schedule If we understand your question correctly, you are referring to what is covered under the unit price per image review in Sheet 3-1 of the Price Sheets versus the hourly rate and hours for the Image Review Clerk in Sheet 3-3 Year 1 Base Contract Variable Costs. Sheet 3-1 provides the proposed cost per image review the Contractor will charge the Authorities, while the total amounts from Sheet 3-3 back-up labor cost (annual cost divided by 12 months) combines with Sheet 3-2 back-up direct cost plus the calculated monthly cost of Translation Services to form the cost check at the bottom of Sheet 3-1 for Year 1 Total Monthly Variable Cost. will be changed to reflect the thirty (30) day period for submission of the schedule after NTP. See Part B for the addendum item. Page 9 of 102 (PDF page 87 of 796) Section 3 NYCSC Requirements Section Project Schedule and CDRL Requirement 55 states The Contractor shall submit the Project Schedule to the Authorities for Approval no November 13, 2017 Page 23 of 73 Addendum 5

82 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) later than thirty (30) Calendar Days after NTP 54. Page 1 of 7 (PDF page 183 Section 3 NYCSC SOW and Requirements Appendices Addendum 5 Questions and Responses 55. Page 33 of 37 (PDF page 44 of 796) Appendix A Background Data Section 1 Detailed Instructions Background, Completion of Base Overview and Contract and Option Years Proposal Variable Cost Instructions, Sheets 3, 3-1, 3-2 and 3-3 Section Detailed Instructions The above requirements conflict. Please clarify the Project Schedule deliverable due date. Will the Authority please provide Background Data, for all data elements, as of 12/31/2016? For the pricing category, Image Review (single review) - Includes unit price for images reviewed on the basis of a single image review during the month. Include VOD image reviews in this category. Please confirm that a single review also includes these categories of images: (a.) Image identification results that are disputed by a customer and the image needs to be reviewed/corrected. Please refer to the response to Question 32. (a.) No, please refer to the Price Proposal Instructions on Completion of Base Contract and Option Years Variable Costs- Sheets 3, 3-1, 3-2 and 3-3, paragraph 4. These expenses should not be considered as a single image review since this is part of the process to research and resolve customer disputes, which should be incorporated and spread over the six costs categories as the Contractor deems appropriate. (b.) Yes, these images should be considered as part of the unit cost (per result) based image review process. November 13, 2017 Page 24 of 73 Addendum 5

83 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) (b) Images reviewed as part of the QA review process, including the requirement that the initial QA sample shall be one (1) percent. 56. Page 17 of 37 (PDF page 28 of 796) Page 17 of 37 (PDF page 28 of 796) Page 30 of 37 (PDF page 41 of 796) Section 1 Background, Overview and Proposal Instructions, Section General Instructions PDF Page 28 Section 1 Background, Overview and Proposal Instructions, Section General Instructions PDF Page 28 Second paragraph Minimum 11-point font requirement Second paragraph Minimum 11-point font requirement Section 1 Item #2 Background, Financial statements for 3 Overview and years to be submitted Proposal Instructions, Section Technical Proposal Appendices The RFP requires Bidders to respond using 11-point font. May Bidders use a smaller, still readable font for the following: headers and footers, requirement text, exhibits, and tables, form responses? Several requested documents/samples do not comply with font restrictions and they are not available in a native MS Office format for font adjustments. Please confirm that it is permissible to submit those documents as is. Headers and footers may be in a 9-point font. Tables shall be in an 11-point font. We are not aware of any exhibits to be included in the Proposal and we are not sure what requirement text refers to; however, the conformance matrix text where Proposers are instructed to enter responses may be in 10- point font. For documents that are being submitted in an existing form, such as requested appendices, sample reports, or supporting diagrams, the existing font is satisfactory if it is legible. To the extent required, organization charts may use 10-point font. However, Proposers are advised not to include text for responses that should be included within the page limits in these supporting documents. Given the length of our audited One original hard copy may be provided, with financial statements (more than 200 all other copies electronic. pages), can Bidders provide these documents in electronic format only? November 13, 2017 Page 25 of 73 Addendum 5

84 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) PDF Page Page 1 of 37 (PDF page 12 of 796) 1.1 Section 1 Background, Overview and Proposal Instructions, Section 1.1 Background Section 3 NYCSC SOW, Section 3 Contractor Phase Services, second bullet 61. Page 65 of 102 (PDF page Section 3 NYCSC Requirements, Section 2.10 Registration Suspension Second paragraph The NYCSC provides services including transponder distribution, account management, payment processing, customer contact center, walkin centers, violation processing, and invoicing for Tolls by Mail Bills associated with All- Electronic Tolling (AET). Operational activities which require use of the System, including but not limited to: lockbox and Money Services payment posting, reconciliation and reporting; Please clarify if centers are included in this proposal. If so please provide geographical locations and who is responsible for providing network connectivity? It is noted that on the Price Sheets, Tab 6 staffing, row 77 request WIC staffing. Please clarify this? Please clarify if Lockbox payment processing is included as part of the system or CSC RFP. The Contractor shall Please provided projected volumes support the Work associated with incremental associated with suspending registration suspension over the vehicle registrations based term of the contract. on the NYCSC Business Rules and New York State law. Initially the NYCSC will only This project does not include walk-in centers (WIC). The WIC rows of the back-up Pricing Sheet will be removed. Refer to Part B for the addendum item. The Lockbox Service Provider is selected and provided by the System Contractor. There will be no check processing at the CSC. The Scope of Work will be corrected. Refer to Part B for the addendum item. This information is not available and cannot be provided. November 13, 2017 Page 26 of 73 Addendum 5

85 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) 65 suspend or deny registration for vehicles registered in New York State but it is anticipated that other jurisdictions will be added over the life of this Contract. 62. Page 20 of 37 (PDF page 31 of 796) Section 1 Background, Overview and Proposal Instructions, Section Proposal Part 4: Approach to Project Planning and Transition The items for Proposal Part 4 are lettered a, b, c, b, d (item b is listed twice). Please confirm the correct lettering sequence for this Proposal Part. Refer to the response to question PDF pages 6-7 of Pages 1-7 of 7 (PDF RFP Cover Pages Important Notices to Bidders/ Proposers Appendix A 1-7 of 7 Use of Service-Disabled Veteran-Owned Business Enterprises In Contract Performance Background Data Pages 6-7 prior to Section 1 of the RFP includes a form titled Use of Service-Disabled Veteran-Owned Business Enterprises In Contract Performance. This form is not included in Proposal Part 8: Completed Forms. Please confirm where it should be located in the proposal response. Please provide updated volumes for the categories listed in Appendix A Please refer to response to question 46. Please refer to the response to question 32. November 13, 2017 Page 27 of 73 Addendum 5

86 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) pages of 796) Appendix A through the current month of Page 56 of 102 (PDF page Page 59 of 102 (PDF page Page 62 of 102 (PDF page Section 3 NYCSC Requirements, Section of 102 Section 3 NYCSC Requirements, Section Collateral Materials for Customers 59 of 102 Section 3 NYCSC Requirements, Section Section Incoming Customer Communications, second sentence These communications will be received through all channels (including but not limited to phone calls, faxes; chat sessions, s and mail) The NYCSC also distributes generic collateral material, including but not limited to transponder mounting instructions; E-ZPass program user guides, including terms and conditions; Discount Plan descriptions, and customer applications. Requirement #371 The Contractor shall provide the capability to track customer contact by contact channel, including but not limited Please clarify what specifically including but not limited channels represents what are the other channels included under including but not limited to Please clarify what specifically including but not limited represents what are the other collateral materials and key documents are included under including but not limited to Please clarify what specifically including but not limited represents what are the other contact channels included under including but not limited to? The Authorities have identified the current known channels; however, it is noted that it is possible that other channels may emerge and be utilized over the life of the Contract. The Authorities have identified examples of the materials; however, it is noted that the collateral materials may change over the life of the Contract. The Authorities have identified the known channels; however, it is noted that other channels may emerge and be utilized over the life of the Contract. November 13, 2017 Page 28 of 73 Addendum 5

87 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Ongoing Customer Satisfaction Surveys 62 of 102 to: 68. Page 56 of 102 (PDF page Page 13 of 26 (PDF page 659 Sheet 3-2 Back-up 70. Page 64 of 102 (PDF page Section 3 NYCSC Requirements, Section Incoming Customer Communicati on 56 of 102 Section 7 Forms, Form A-9 Price Proposal/Prici ng Sheets 13 of 26 Section 3 NYCSC Requirements Section 2.7 Collections 64 Second sentence. Will individuals requesting to chat These communications will need to authenticate first, for be received through all instance through logging into an channels (including but not account or accessing a Toll By Mail limited to phone calls, account, or can any individual faxes; texts; chat sessions; request a chat? s, and mail). Incoming mail also includes transponders. Sheet 3-2 Back-up Year 1 Base Contract Variable Cost Monthly Schedule of Direct Cost Armored Car Services Requirement # 382 The Contractor shall provide assistance to the Collection Agencies regarding the research of disputes when customers contact the Collection Agency and shall If the System Provider is responsible for providing the any type of Lockbox Services (potentially requiring an armored car service), Sheet 3-2 Backup Year 1 price sheet includes a line item for Armored Car Services. Please provide associated volumes related to assistance provided to collections agencies. This will be established during the Planning Phase with the Systems Contractor. The current requirement in the System RFP ( #54) requires authentication; however, it is possible that chat for certain topics may be allowed without authentication. The line for Armored Car Services will be removed from the Price Sheets. Refer to the addendum item in Part B. The current number of requests for assistance by the Collection Agencies is not available. November 13, 2017 Page 29 of 73 Addendum 5

88 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) coordinate the resolution with the Collection Agency. 71. Page 14 of 26 (PDF page 660 Section 7 Price Sheets 72. Page 93 of 102 (PDF page Page 87 of 102 (PDF page Page 87 of 102 (PDF page Section 7 Forms, Form A-9 Price Proposal/Prici ng Sheets Tab 3-3 Section 3 NYCSC Requirements Section Monthly Reconciliation s 93 of 102 Sheet3-3 Back-up Year 1 Base Contract Variable Cost Rates Price Sheets Requirement #546 The Contractor shall perform monthly reconciliations within 10 business days after month end. Section 3 Table 3-1: NYCSC NYCSC Performance Measures Requirements Section Performance Measurement 87 of 102 Section 3 NYCSC Requirements Section Table 3-1: NYCSC Performance Measures Description Section Number Should there be a category for Collections Coordinator? Will the Agencies own the bank accounts? After the close of each month, what business day will bank records be available for reconciliation purposes? Should the contractor assume slow system response is considered a failure since it will have an adverse effect on the operator s ability to meet KPIs? Authority-Identified High Priority Issues Acknowledged and Assigned: What mechanism will the system provider have in place to monitor these types of request and Please refer to Sheet3-3 Back-up Year 1 Base Contract Variable Cost Rates, which allows for the Proposer to identify additional positions, as necessary, based on its view of planned required personnel. Yes, the Authorities will own the bank accounts. See first paragraph of Proposers may assume bank records will be available next day after month end. Proposers should note that while a monthly reconciliation must be submitted to the Authorities, a daily reconciliation also must be performed. Please refer to Section 3, Failures that are determined by the Authorities to be outside of the Contractor s control will be excluded in the measurement of performance. This determination will be based on documentation and evidence provided and will be considered on a case-by-case basis. The Case Management functionality will be provided by the System Contractor. November 13, 2017 Page 30 of 73 Addendum 5

89 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Performance Measurement 87 of 102 start the clock on responses? 75. Page 87 of 102 (PDF page Page 1 of 102 (PDF Page 79 of 796) Page 28 of 102 (PDF page Section 3 NYCSC Requirements Section Performance Measurement 87 of 102 Section 3 NYCSC Requirements Section Coordination with System Contractor 1 of 102 Section 3 NYCSC Requirements Section Training Materials 28 Table 3-1: NYCSC Performance Measures Description Section Number Requirement #3 The Contractor shall report any observed System anomalies and errors that impact customer Accounts to the System Contractor via Cases; the Contractor shall track these issues through to timely resolution in coordination with the System Contractor. Requirement #169 For each course, the Contractor shall develop and provide the following items, including but not limited to: Authority-Identified High Priority As explained in Requirement 554- bullet 1, Issues Acknowledged and responses will be reviewed for accuracy and Assigned: accurately and completely completeness and evaluated-if an outcome or resolved within 1 business Day. What process is not within the control of the if the resolution of the issue requires Contractor this will be considered when either customer or third party evaluating performance. intervention that prohibits the 1 day KPI being met? Who will provide system for reporting and tracking cases CSC or System contractor? Please refer to the System RFP. The Case Management functionality provided by the System Contractor will be used to track and report Cases, including those related to observed System issues. The Case Management functionality will automatically copy the Authorities when Cases related to observed System anomalies and errors are opened. Will the system contractor be Yes, the System Contractor is required to responsible to have training database provide training on actual System Software updated with the latest system builds (System Requirement #2514). and updated data in order for trainers to provide adequate training. Such as violations or toll bills in certain stages of timeline? November 13, 2017 Page 31 of 73 Addendum 5

90 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) 78. Page 35 of 102 (PDF page 113 Please confirm that all travel related costs for Court Violation Specialists will be a pass thru cost Page 41 of 102 (PDF page Page 51 of 102 (PDF page Section 3 NYCSC Requirements Section Other Required Personnel 34 Section 3 NYCSC Requirements Section 1.15 End of Contract Transition 41 Section 3 NYCSC Requirements Section 2.5 Requirement # 206 The TBTA Court Violation Specialist will be required to travel within New York City. The NYSTA Court Violation Specialist will be required to travel throughout New York State. The PANYNJ representative will be required to travel in both New York State and New Jersey. Travel will be reimbursed in accordance with the General Services Administration (GSA) requirements. Requirement #252 The Contractor shall provide for the orderly transition of the facilities, Equipment, materials, Documents, inventory and Work in progress to the successor. Second paragraph. The M-toll process is also used for the manual entry of transactions for oversized vehicles. Please confirm that the Contractor will maintain the lease(s) for any facilities and title (ownership) to all equipment procured for this contract and that they will only be transferred to a successor firm at the Contractor discretion. Will the Port Authority be providing a lane transaction file that will append to the database in an automated fashion or will manual processing be required? Travel will be reimbursed as described in Requirement 206. Please refer to, Conditions, Chapter 4 Software and System Operation, and other sections that detail terms and conditions for ownership, leases and licenses. The process will for the most part be automated; however, manual processes will occur such as with M-Tolls as described in Section 2.5 of Section 3. The Contractor shall be required to manually enter transactions such as November 13, 2017 Page 32 of 73 Addendum 5

91 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Manual Entry Toll Transactions (M-toll) 51 for oversized vehicles and manual tolls, potentially for all of the Authorities. 81. Page 77 of 102 (PDF page (#474) 82. Page 32 of 102 (PDF page Section 3 NYCSC Requirements Section Reconciliation s 77 Section 3 NYCSC Requirements Section NYCSC Hours of Operation and Holiday Page 32- Section 3 33 of 102 NYCSC (PDF page of 796) Requirements Section NYCSC Hours of Operation and Holidays Requirement #474 Please clarify what is meant by rollforward schedules. The Contractor shall perform monthly reconciliations of all financial accounts, including roll-forward schedules from prior periods, which will be provided to the Authorities for review. Requirement #195 The NYCSC Customer Service Center shall be open from 7 a.m. to 7 p.m. Monday Friday. Requirement #196 The NYCSC shall observe the following Holidays Please confirm Saturday hours will not be supported. Please confirm Columbus Day will no longer be considered a holiday. Please ask your accounting staff for an explanation of this standard process. The following is provided as an example: Take the ending balances from one month and roll them forward to the next, then show the changes in the current month, then end with the ending balance. The CSC will be open Saturday from 8 am to 2pm. Refer to Part B for addendum item. Confirmed. November 13, 2017 Page 33 of 73 Addendum 5

92 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) 32/ Page 31 of 102 (PDF page Page 28 of 102 (PDF page Page 11 of 102 (PDF page 89 of 796) Section 3 NYCSC Requirements Section Contractor Employee Requirements 31 Section 3 NYCSC Requirements Section Training Requirements 28 Section 3 NYCSC Requirements Section Plan 11 Third paragraph All Key employees shall be subject to the Secure Workers Access Consortium (SWAC) default.asp screening and membership process. Requirement #167 The Contractor shall obtain releases from all employees/subcontractors, including third party product suppliers, to allow unlimited, royalty free use and copies of PCI compliant training sessions recordings by the Contractor and the Authorities. Plan Please confirm this requirement only Confirmed, subject to the proviso that if the Key applies to the individuals identified in Personnel change or if the Key Personnel Table 1-4 Key Personnel positions are revised during the Contract term, Requirements for NYCSC the new staff and/or Key Personnel positions Project will be subject to the SWAC process. Please revise the requirement as follows: The Contractor shall obtain releases from all employees/subcontractors, including third party product suppliers, to allow unlimited, royalty free use and copies of PCI compliant training sessions recordings by the Contractor and the Authorities for their internal business use and not for redistribution. The Authorities will revise the language to state and the Authorities for the Authorities use on the Project or on Project related business Refer to Part B for the addendum item. The deliverables are We do not believe there are inherent conflicts dependent upon system deliverables in these schedules; there are overlaps included. which will not be available in time to Please review instructions in Section 1, support the submission. For example, , second paragraph which states: in the Section 6 - Major Milestone Proposers may identify and propose changes Description of the RFP, to the interim milestones on the Project the Plan is scheduled to Schedule; however, it is critical that the Go-Live begin Q and end Q2 2019, date milestone is achieved on the date shown however in the System RFP, the in the schedule. November 13, 2017 Page 34 of 73 Addendum 5

93 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) System Design and Development is scheduled to begin Q and end Q The deliverables listed in the System Milestone Descriptions are also deliverables (business rules) for the Plan and the dates are in direct conflict. Please synchronize the planned Major Milestone Deliverable dates between the System RFP and the RFP. 87. Page 87 of 102 (PDF page Section 3 NYCSC Requirements Section Performance Measurement 86 Table 3-1 NYCSC Performance Measures, Description Section Number Speed of Answer-Request to speak with a CSR 99.5% Due to the volumes anticipated in The Authorities will not remove this this contract and the unexpected performance metric; however, the speed of peaks or anomalies that may occur in answer for 99.5% of calls will be changed to 240 any given day, this KPI would require seconds from 180 seconds. a significantly higher headcount thus requiring a higher cost to achieve this Refer to Part B for Addendum item metric. Please consider removing this performance metric. 88. Page 11 of 102 (PDF page 89 of 796) Section 3 NYCSC Requirements Section Contractor- Developed Documentation 11 Requirement #74 The Contractor shall submit three (3) hard copies and an electronic version of all Contractor developed Documentation for the Authorities review and Approval. Acceptable electronic formats are Microsoft Office 2010 Suite (or higher) and unsecured, Do the hard copies only apply to CDRLs? In addition, requirement 76 calls for all spreadsheets and texts to be provided. So is the expectation for spreadsheets and s to be printed in a hard copy format and submitted to the agencies for approval? Please refer to the definition of Documentation in Section 2. Requirement 76 is for the Plan. All elements of the plan, including formats, communications templates (test and layout) and spreadsheets should be provided in hard copy unless otherwise Approved by the Authorities. November 13, 2017 Page 35 of 73 Addendum 5

94 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) searchable Portable Document Format (PDF). 89. Page 12 of 102 (PDF page 90 of 796) Section 3 NYCSC Requirements Section Plan 12 Requirement #77, second sentence. Updates and changes shall be provided to the Authorities no less than quarterly for Approval and incorporation into the Plan. Please clarify, will only the updated sections be submitted, not the entire plan? 90. General Schedule Impacts System contractor delays will have operational and financial impacts on the staffing contractor. How will the staffing contractor be compensated if delays occur with deliverables on the system contractor side? 91. Page 35 of 37 (PDF page 46 of 796) Price Sheets Section 1 Background, Overview and Proposal Instructions, Section Detailed Instructions, Completion of Base Contract Sheet 3-2 provides for other direct cost (nonlabor) back-up information for Sheet 3-1. Sheet 3-2 provides the monthly backup details for Year 1 only. There are four cost categories with cost items provided under each category. Enter monthly There are conflicting instructions with regard to the treatment of postage costs between the Price Sheets and the RFP. Would the Authorities please confirm that ALL postage costs incurred by the Contractor shall be treated as a pass-through? Yes. Replacement pages may be provided; however, new electronic copies of the updated documents must also be provided. There is a mechanism in the Contract for requesting a change order based on impacts caused by third parties. See Article 2.15 of, Conditions. Postage for transponder mailings and other required mailings and customer communications will be a pass-through cost. The Price Proposal Instructions will be clarified to reflect that. Refer to Part B for Addendum item. November 13, 2017 Page 36 of 73 Addendum 5

95 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) and Option unit quantities and unit Years Variable costs for the identified cost item. If the item is Cost Sheets provided as a lump sum 3, 3-1, 3-2 and the quantity should be 3-3, Item #2 entered as 1. Space is also provided for the Proposer to enter additional cost items. Total monthly unit costs and total direct costs for each sub-category will then automatically calculate. Note postage is not a Contractor cost and should not be included in the price. Page 5 of 6 (PDF page 72 of 796) Section 3 Section 3 NYCSC SOW, Section 3 Contractor Phase Services RFP: Distribution of Reload Cards, transponders, additional Dual Lock TM, read prevention bags (including packaging and postage costs); Distribution of non-system generated customer notifications by mail (including packaging and postage cost); 92. Page 29 of Section 1 Table 6-1: Forms/Submittal Will the Authorities please confirm A Bill of Materials is required. November 13, 2017 Page 37 of 73 Addendum 5

96 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) 37 (PDF page 40 of 796) Page 3 of 6 (PDF page 70 of 796) Section 3 Background, Overview and Proposal Instructions, Section Proposal Part 7: Proposer Completed Forms Page 29 of 37 Section 3 NYCSC SOW, Section 2 Contractor Planning Phase Services Page 3 of 6 Checklist Other Proposal Submittals, Preliminary Bill of Materials (BOM) Proposal Appendix 1: Preliminary Bill of Materials (BOM) that details all equipment, furniture, software/applications, and fixtures to be provided by the Contractor for use in the NYCSC. Selection and build-out/fitout of a Customer Service Center in accordance with attachment I, System Contractor/ Contractor Responsibility Matrix, including provision of space for Authorities personnel and the System Contractor s System hardware; that a Bill of Materials is not required as the Contractor is at their discretion as to what equipment, furniture, etc. is needed? Further, since title to all equipment and furniture procured by the Contractor will remain with them, there does not appear to be a need for a deliverable BOM. Please quantify the space that will be required for Authorities personnel. Please quantify the space that will be required for the System Contractor s System Hardware. Please confirm that the only System Contractor hardware that will be housed in the NYCSC will be communication and telephony related. And, that the actual system servers will located at a different site determined by the System Contractor. System Contractor provided servers may be housed at the Contractor s facility. Please refer to Appendix 1 and the section entitled Space at Customer Service Center, which has assumed dimensions and to Requirements 211 and 212 for office space requirements for the System Contractor. The server room may contain other non-telephony/communication servers as well. 94. Page 3 of 6 (PDF page 70 of 796) Section 3 NYCSC SOW, Development of training material and the training of Staff; The System RFP states that the development of training material and training of staff is a responsibility of the System The System Contractor will develop materials used for training on how to use the System for initial training and Contractor trainthe-trainer as well as ongoing updates to all November 13, 2017 Page 38 of 73 Addendum 5

97 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Section 3 Section 2 Contractor Planning Phase Services Page 3 of 6 Contractor. Please clarify. training materials upon all Software changes. The Contractor is responsible for developing materials to train the Staff on how to provide Services to the Authorities and their customers. Please refer to Section 3, for details on the Contractor training responsibilities. 95. Page 4 of 6 (PDF page 71 of 796) Section Page 34 of 37 (PDF page 45 of 796) Page 36 of 37 (PDF page 47 of 796) 1.15 Section 3 NYCSC SOW, Section 3 Contractor Phase Services Page 4 of 6 Section 1 Background, Overview and Proposal Instructions, Section Detailed Instructions Page 30 of 37 Section 1 Background, Overview and Proposal Instructions, Operational Activities: Please clarify what checks would document imaging of need to be scanned if the System incoming Work (such as, Contractor is providing the Lockbox customer communications) services. and outgoing Work (such as, scanning checks before deposit); Table 1-7: Monthly Variable Fee Types and Levels Price Proposal Instructions Image Review (single review) Per result Image Review (double review) Per result Price Proposal Instructions End of Contract Transition This item shall include all costs for the Contractor to provide the end of Will the Authorities please define what is meant by per result when performing Image review? Will the Authorities please confirm that the dollar amount entered on Price Sheet tab 4-1, Other Services detail for End of Contract Transition (cell D4) shall be in 2017 dollars and The Scope of Work will be updated to reflect that check scanning will not be required by the Contractor. See response to question 60. Refer to Part B for the addendum item. Result means that there is a single result for a vehicle license plate regardless of the number of reviews (single review or double review) or the number of images in a set that may be reviewed for that license plate, including plate type and jurisdiction. No, the end of Contract transition cost is a lump sum amount that will not escalate. This includes only the cost to transition Services to the new contractor prior to Contract end date. November 13, 2017 Page 39 of 73 Addendum 5

98 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Section Contract Transition that the amount will be increased Detailed Instructions, Services as further set forth in Section 3, NYCSC each year by the CPI adjustment described in the RFP for additional Completion of Scope of Work services. Base Contract and Requirements. The and Option Years Other Operational Services Cost Sheets 4, 4-1, and 4-2 item is a one-time fee to be paid for End of Contract Transition Services at the time of end of contract, whenever this occurs within the Agreement Page 36 of 37 period. 98. Page 8 of 37 (PDF page 19 of 796) Table1-4: Key Personnel Requireme nts for NYCSC Operation s Project 99. Page 20 of 37 (PDF page 31 of 796) Proposal Part 3: Key Section 1 Background, Overview and Proposal Instructions, Section Key Team Personnel Qualifications Page 8 of 37 Section 1 Background, Overview and Proposal Instructions, Section Table 1-4: Key Personnel Requirements for NYCSC Project PROJECT PRINCIPAL Fulltime employee of the Proposer or its parent company for at least one (1) year at the time of Proposal submission Item a) second sentence The Authorities expect all Key Team members to be dedicated full-time to the NYCSC vs. shared with other projects during the Phase. Can the Authorities please amend this requirement to read at the time of Notice to Proceed rather than at the time of Proposal submission? Will the Authorities consider that the Project Principal be a shared resource, similar to the system RFP requirement? Yes, we will allow the Project Principal to have the one-year of full time experience with the company by planned NTP, with the NTP date as provided in the Project Schedule in Section 6. Please refer to Part B for addendum item. Yes, the Project Principal may be shared. The RFP will be updated to reflect this change. All other Key Personnel must be dedicated. Refer to Part B for the Addendum item. November 13, 2017 Page 40 of 73 Addendum 5

99 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Project Team Proposal Part 3: Key Project Experience Team Experience Page 20 of Page 35 of 102 (PDF page Customer Service Center 101.Page 36 of 102 (PDF page Customer Service Center Section 3 Requirement #210 NYCSC Requirements Section Customer Service Center Page 35 of 102 Section 3 NYCSC Requirements Section Customer Service Center Page 36 of 102 The Customer Service Center site shall be able to house six (6) months worth of new transponder inventory and returned, reissuable transponders in addition to transponders that are defective or have reached end-of-life and are awaiting return to manufacturer for destruction. Requirement #218 The Contractor shall design and equip the Customer Service Center such that customers shall not hear cross talk when contacting the NYCSC by phone (crosstalk is any phenomenon by which a signal transmitted on one circuit or channel of a transmission system creates an undesired effect Will the Authorities establish the upper threshold for new and returned transponder inventory to be housed, as well as the upper threshold for defective /end of life transponders pending disposal to be warehoused? The requirement is a function of the telephony system, equipment and solution as much as it is a physical requirement of the CSC Operator. Can the Authorities modify this to specify those aspects of the solution under the control of the CSC Operator? The Proposer should use their industry knowledge and experience to develop sufficient space for inventory. The Contractor shall ensure sufficient workspace and sound proofing for CSRs that meets best industry practice, while assuming that the System Contractor will provide telephone equipment that is noise-cancelling (see requirement 71 in System RFP). November 13, 2017 Page 41 of 73 Addendum 5

100 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) in another circuit or channel). 102.Page 39 of 102 (PDF page Contractor Provided Equipment 103.Page 53 of 102 (PDF page 131 and Page 68 of 102 (PDF page 146 of 796) Outgoing Customer Notificatio n Section 3 NYCSC Requirements Section 1.13 Contractor Provided Equipment Page 39 of 102 Section 3 NYCSC Requirements Section Outgoing Customer Notification Page 53 of 102 Page 68 of 102 Requirement #240 bullet transponder mailing envelopes/packaging; Requirement #321 The Contractor shall be responsible for the mailing and postage for transponders, reload cards, read prevention bags and additional dual locks as well as any notifications not generated by the System. Requirement #411 The Contractor shall be responsible for distribution costs for the transponders distributed by the NYCSC, Can the Authorities specify the required contents of tag kits: new accounts, additional tag requests for existing accounts, pro-active tag replacement (swap), and reactive tag replacement? For new accounts: Account Profile Letter, read prevention bag, user manual/mounting instructions (black and white), and tag. For additional tag requests: Account Profile Letter, read prevention bag, and tag. For proactive replacement and reactive replacement: Account Profile Letter or Swap Letter, read prevention bag, and tag and prepaid return envelope. See Part B for the addendum item There are conflicting statements Refer to the response to question 91. regarding the treatment of all postage in the RFP requirements and price sheets. Please confirm that all postage is not the responsibility of the contractor and is to be treated as a pass through. November 13, 2017 Page 42 of 73 Addendum 5

101 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) excluding postage which will be a pass-through cost. 104.Page 57 of 102 (PDF page 135 and Page 58 of 102 (PDF page Incoming Customer Section 3 NYCSC Requirements Section Incoming Customer Communicati on Page 57 of 102 Requirement #338 The Contractor shall ensure incoming correspondence (paper or electronic) is scanned (in the case of paper correspondence), saved and associated with the customer s Account and any applicable Case(s). Non-customer correspondence shall also be scanned and catalogued for easy access and longterm storage. Paper copies shall be shredded, in accordance with security requirements, and policies agreed upon by the Authorities and documented in the Plan. Requirement #344 The Contractor shall develop a workflow process that clearly documents the handling process for incoming mail Can the Authorities provide additional detail on the scanning equipment and optical character recognition in a high volume environment in order for bidders to determine what level of automation to assume when staffing to this requirement? It is the responsibility of the Contractor to determine its equipment needs based on its industry experience and experience with these types of equipment and processes. November 13, 2017 Page 43 of 73 Addendum 5

102 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) (including faxes, texts and ), ensuring all incoming correspondence is recorded, reviewed and properly routed (such as, Operational correspondence, financial, contractual, etc.). This shall be documented in the Plan. 105.Page 59 of 102 (PDF page Collateral Materials for Customers 106.Page 68 of 102 (PDF page Section 3 NYCSC Requirements Section Collateral Materials for Customers Page 59 of 102 Section 3 NYCSC Requirements Section 2.12 Requirement #352 The Contractor shall develop the generic collateral material in both English and Spanish and with the Authorities Approval, print and distribute the material, including but not limited to transponder mounting instructions; E-ZPass program user guides, including terms and conditions; discount plan descriptions, and customer applications. Requirement #411 The Contractor shall be responsible for distribution costs for the transponders distributed by the NYCSC, Can the Authorities provide the required specifications and volumes for the customer materials? For those transponders deemed to be replacements, is the contractor responsible for providing a return envelope? The materials in English must be available in print; however, the Authorities expect distribution of these printed materials will be limited. Collateral materials in other languages identified in Section 3, shall be available on the website for downloading. The Contractor will be responsible for the development and PDF creation of all of these materials. Please review Appendix A for current mail-in volumes for account set-up. This will be considered a pass-through cost in accordance with the response to question 91. November 13, 2017 Page 44 of 73 Addendum 5

103 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Transpond Transponder excluding postage which Who is responsible for the postage er Managem ent Management Page 68 of 102 will be a pass-through cost. for returning the tag? 107.Page 81 of 102 (PDF page Revenue Managem ent 108.Page 82 of 102 (PDF page Paper Document Storage 109.Page 87 of 102 (PDF Section 3 NYCSC Requirements Section Revenue Management Page 81 of 102 Section 3 NYCSC Requirements Section 2.15 Paper Document Storage Page 82 of 102 Section 3 NYCSC Requirement #498 The Contractor shall deposit any checks received by the NYCSC electronically using Authorities Bank-specified check scanners, which shall interface with the bank Software. Requirement #501 The Contractor shall post all customer payments received by into the System. Requirement #510 The Contractor shall redact any credit card, bank account information or other PII on the Document prior to scanning and sending for hard copy storage. Table 3-1: NYCSC Performance Measures, Per RFP Section 2.1.1, isn t the contractor required to overnight checks received at the CSC to the lockbox for processing? Can bidders assume that the system will provide the appropriate masking tools to achieve this requirement? There are several unrelated and still to be defined reconciliations Yes. Refer to the response to question 60. The Requirements will be deleted. Refer to Part B for the addendum item. We expect the System Contractor to provide some redaction; however, the Contractor should also expect to manually redact information as well. There will be no change in this reconciliation standard at this time. November 13, 2017 Page 45 of 73 Addendum 5

104 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) page 165 Description Section encompassed in this standard. Will Requirements Number the Authorities consider an allocation Table 3-1: NYCSC Section Performance Reconciliation, Monthly Reconciliations of the points allotted to the percentage of reconciliations not Performan Measurement meeting standard? For example: 2 of ce Measures Page 87 of reconciliations did not meet standard would be allocated 6 points (2/10 *30). 110.Page 87 of 102 (PDF page 165 Table 3-1: NYCSC Performan ce Measures 111.Page 88 of 102 (PDF page 166 Table 3-1: NYCSC Performan ce Measures Section 3 NYCSC Requirements Section Performance Measurement Page 87 of 102 Section 3 NYCSC Requirements Section Performance Measurement Page 87 of 102 Table 3-1: NYCSC Performance Measures, Description Section Number Customer Contact, Resolve Customer Requests Accuracy Table 3-1: NYCSC Performance Measures, Description Section Number and Image Review, Image Review Identification Accuracy at 99.5% and Image Review Rejection Accuracy at 98% In case management there can be a great deal of subjectivity in determining accuracy. Even two identical cases may not be resolved in the same way due to mitigating factors associated with the accounts. Will the Authorities consider eliminating this standard and instead agree to a review counsel? Human review and rejection accuracy required by the Authorities is only consistently achieved in a multi-pass environment. Can the Authorities confirm that all images reviewed subject to these standard are to be performed using a double blind with supervisor verify workflow? With respect to Image Reject Accuracy, will the Authorities agree to only counting improperly rejected images towards the standard and not images that were properly rejected The Authorities will not eliminate this standard. Please refer to Requirement 293. Each image is expected to be reviewed by two reviewers, double blind. The Authorities require a price for a single image review, should the Authorities determine that a single image review is acceptable for some images in the future. The identification and rejection accuracy stated apply to both single and double-blind reviews. Regarding the second question, no, the correct reject reason must also be selected. November 13, 2017 Page 46 of 73 Addendum 5

105 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) but the reject code is deemed to be incorrect? 112.Page 88 of 102 (PDF page 166 Table 3-1: NYCSC Performan ce Measures 113.Page 7 of 26 (PDF Page 653 Price Sheets Section 3 NYCSC Requirements Section Performance Measurement Page 87 of 102 Section 7 Forms, Form A-9 Price Proposal/Prici ng Sheets, Sheet 3-1 Back-up Base Contract and Option Years Monthly Variable Cost Table 3-1: NYCSC Performance Measures, Description Section Number Image Review, Image Review Timeliness Price Sheets, Sheet 3-1, Detail, Cell B32 states that the total in H31 must equal the totals from Sheets 3-2 and 3-3. The total in cell H31 is based on extended totals elsewhere in column H that are based on Excel formulas that apply Year 1 evaluation units provided in column F. Manual Image review timeliness is highly dependent on the rate in which the images are made available for review, therefore will the Authorities agree to applying this standard to only to an agreed upon monthly forecast of images to be reviewed equal to the running daily average of images received in the prior thirty days? Price Sheets, Sheet 3-1, Detail, Cell B32 states that the total in H31 must equal the totals from Sheets 3-2 and 3-3. The total in cell H31 is based on extended totals elsewhere in column H that are based on Excel formulas that apply Year 1 evaluation units provided in column F. This would imply that the detail costs shown on sheets 3-2 and 3-3 must be based only on the evaluation volumes; otherwise they cannot mathematically agree. Will the Authorities please confirm that the costs presented on sheets 3-2 and 3-3 shall represent the costs associated with the Year 1 monthly evaluation The Contractor needs to have flexibility in its to handle variations in image volumes based on steady-state volumes and seasonal and daily/weekly peak traffic volumes. The Authorities will consider events and bottlenecks outside of the Contractor s control when evaluating performance. The prices provided for the levels by the Proposer are applied against the evaluation volumes for Year 1 as shown in Sheet 3-1, using the back-up provided on sheets 3-2 and 3-3. With regard to the evaluation volumes and associated Proposer pricing, Proposers are advised that they must adhere to the updated instructions provided in Section 1, Price Proposal Instructions. Refer to Part B for addendum item. November 13, 2017 Page 47 of 73 Addendum 5

106 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) units in column F of sheet 3-1? If this is not correct, please explain how they can mathematically agree. 114.Page 7 of 26 (PDF Page 653 Price Sheets Section 7 Forms, Form A-9 Price Proposal/Prici ng Sheets, Sheet 3-1 Back-up Base Contract and Option Years Monthly Variable Cost Price Sheets, Sheet 3-1, It should be noted that when Detail, Cell B32 states that the total in H31 must equal the totals from Sheets 3-2 and 3-3. The total in cell H31 is based on extended totals elsewhere in column H that are based on Excel formulas that apply Year 1 evaluation units provided in column F. deriving the unit pricing for each of the variable costs items, Contractors will consider the following: current volumes, projected future volumes, quantity discounts at certain levels, etc. By forcing the detail sheets (3-2 and 3-3) to match the evaluated volumes in column F, this does not permit Contractors the flexibility of varying the unit price. Example: For Active Account Level 1, a Contractor might select a Minimum of 0 and a Maximum of 5 million (approx. the current number of active accounts). This level, based on costs might yield a unit price of XX. However, the price sheets force the supporting documentation on sheets 3-2 and 3-3 to show costs for 4 million (evaluation units) which may not provide the same unit costs that would yield a 5 million active account base. Proposers are advised to provide the break points for levels that reflect their expected costs. Unit pricing can be adjusted in the Price Proposal sheets for each year going forward for the levels/breakpoints that the Proposer has selected. Also, the matching referred to is only to be provided for year 1. November 13, 2017 Page 48 of 73 Addendum 5

107 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) 115.Page 7 of 26 (PDF Page 653 Price Sheets 116.Page 7 of 26 (PDF Page 653 Price Sheets Section 7 Forms, Form A-9 Price Proposal/Prici ng Sheets, Sheet 3-1 Back-up Base Contract and Option Years Monthly Variable Cost Section 7 Forms, Form A-9 Price Proposal/Prici ng Sheets, Sheet 3-1 Back-up Base Contract and Option Years Price Sheets, Sheet 3-1, Detail, Establishment Establishment of Minimum and Maximum quantities for each of the levels. Price Sheets, Sheet 3-1, Detail The Level 3 maximum is undefined (shown as > greater than sign) for each of the variable cost per items levels: Active Accounts Tolls By Mail Can the Authorities please explain the apparent conflict between requesting Contractors to determine minimum/maximum levels and the Authorities reliance on an evaluated volume for matching extended unit pricing to the detail sheets 3-2 and 3-3? In order to properly compare Price Proposal from various Contractors, would the Authorities consider providing the Minimum and Maximum quantities for each of the Levels for the various variable cost items? It is noted that the Level 3 Maximum quantity is undefined for each of the variable cost items. Contractors cannot be expected to provide unit pricing for unlimited volumes. Similar to the System RFP, will the Authorities please provide the maximum quantities for Level 3 for each of the variable cost items? The Authorities will not make this change but will provide a maximum for the third tier. See the response to question 116. Yes, maximums for the third tier will be provided. The Price Sheets and Price Proposal Instructions have been updated. Refer to Part B for the addendum item. November 13, 2017 Page 49 of 73 Addendum 5

108 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Monthly Variable Cost Violation Notice Image Review (single Review) Image Review (double review) Class Mismatch Review Translation Services (for only level requested) 117.Page 13 of 26 (PDF Page 659 Price Sheets 118.Page 19 of 26 (PDF Page 665 Section 7 Forms, Form A-9 Price Proposal/Prici ng Sheets, Sheet 3-2 Back-up Year 1 Base Contract Variable Cost Monthly Schedule of Direct Cost Section 7 Forms, Form A-9 Price Price Sheets, Sheet 3-2, Back up, Monthly Schedule of Direct Costs: Row 12 - Transponder Storage Row 40- SSAE6 Type II Audit Row 41 - PCI Compliance Row 43 - Security Price Sheets, Sheet 4-2, Other Services Direct and Lab. On Price Sheet3-2, Back up, Monthly The Authorities will not make this change. Schedule of Direct Costs, there are certain fixed costs identified (i.e. transponder storage, SSAE16 Type II Audit, PCI Compliance, Security, etc.) that are not necessarily dependent on variable items such as the number of active accounts, tolls by mail, images reviewed, etc. Therefore, the Authorities appear to be doing themselves a disservice by including them in the unit pricing on Sheet 3-1. They will essentially pay more for these fixed costs as volumes increase over the contract term. Will the Authorities please consider establishing a fixed monthly fee category that would contain nonvariable cost items? It is requested that the Authorities The Authorities will not make this change. simply request the total cost for each position by Authority. Salary data, November 13, 2017 Page 50 of 73 Addendum 5

109 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Price Sheets 119.Page 19 of 26 (PDF Page 665 Price Sheets 120.Page 20 of 26 (PDF Proposal/Prici ng Sheets, Sheet 4-2 Back-up Year 1 Base Contract Other Operational Services Cost Annual Schedule of Direct Costs and Labor Section 7 Forms, Form A-9 Price Proposal/Prici ng Sheets, Sheet 4-2 Back-up Year 1 Base Contract Other Operational Services Cost Annual Schedule of Direct Costs and Labor Section 7 Forms, Form Schedule is requesting Full- Time Salary information as well as a separate line for overhead and profit for Court Specialists for each of the three (3) Authorities. Price Sheets, Sheet 4-2, Other Services Direct and Lab Row 38 contains a comment stating: All hardware/software provided under this Contract should be included in these costs. Price Sheets, Sheet 5, Additional Service Rates overhead and profit are Contractor confidential information since this is not a Cost Plus contract nor receiving Federal funding. Can the Authorities please clarify the comment, All hardware/software provided under this Contract should be included in these costs. It is our understanding that the System Contractor is responsible for providing all hardware/software to the Contractor. It is requested that the Authorities remove the use of a multiplier for See Section 3, 1.13 Contractor Provided Equipment, for information on Equipment to be provided by the Contractor. The Authorities will not make this change. November 13, 2017 Page 51 of 73 Addendum 5

110 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Page 666 Price Sheets Use of a multiplier in cell B2 for computing fully loaded hourly rates. 121.Page 23 of 26 (PDF Page 669 Price Sheets 122.Page 7 of 26 (PDF Page 653 Price Sheets A-9 Price Proposal/Prici ng Sheets, Sheet 5 Additional Services Rates (including Assumed Hours for Evaluation Purposes) Section 7 Forms, Form A-9 Price Proposal/Prici ng Sheets, Sheet 6 Staffing Positions Full Time Equivalents Section 7 Forms, Form A-9 Price Proposal/Prici ng Sheets, Sheet 3-1 Back-up Base Contract and calculating full loaded hourly rates for additional services over the contract term. The Authorities should request Fully Loaded Hourly rates by year. Reasons: 1) The Excel sheet has only a single multiplier which does not allow Contractors to vary the rate by year. 2) Direct Hourly rates and multipliers are considered Contractor confidential information on non-cost Plus contracts and those not receiving Federal funds. Price Sheets, Sheet 6, What annual volumes should Staffing. Staffing Positions Contractors consider when Full Time Equivalents completing the Full Time Equivalents for each of the 11 years? Also, how should Contractors reflect that the number of Full Time Equivalents may vary during a calendar year due to seasonal traffic patterns which impact the staffing necessary? Price Sheets, Sheet 3-1 Why is the Year 1 monthly evaluation volume for Active Accounts 4,000,000 when there are currently over 5,000,000 active accounts? 1) Proposers shall use the evaluation volumes to complete the FTEs over the full contract term. 2) Proposers should show the average FTEs over the year. Active Transponder Accounts for 2015 were 3.2 million. See Section 1, Table 1-1. Open Transponder Accounts were over 5 million. Please refer to the definition of Active Accounts. November 13, 2017 Page 52 of 73 Addendum 5

111 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Option Years Monthly Variable Cost 123.Page 5 of 26 (PDF Page 651 Price Sheets 124.Page 62 of 102 (PDF Page Page 87 of 102 (PDF Page Section 7 Forms, Form A-9 Price Proposal/Prici ng Sheets, Sheet 2-2 Back-up Planning Phase Cost - Rates Section 3 NYCSC Requirements Section Ongoing Customer Satisfaction Survey Section 3 NYCSC Requirements Section Performance Measurement Price Sheets, Sheet 2-2, Planning Staff Use of a multiplier in cell F1 for computing fully loaded hourly rates. Requirement #363 The Contractor shall offer the Survey opportunity to every customer each time they contact the NYCSC. Table 3-1: NYCSC Performance Measures ment -Description Section Number Reconciliation - Monthly Reconciliations within 10 Business Days of month It is requested that the Authorities remove the use of a multiplier for calculating full loaded hourly rates for the Planning Staff. The Authorities should simply request Fully Loaded Hourly. Direct Hourly rates and multipliers are considered Contractor confidential information on non-cost Plus contracts and those not receiving Federal funds. Can we assume the BOS provider will produce a telephony system capable of survey functionality? For reconciliation reliant upon third party information, please consider adjusting the KPI to Reconciliation will be performed within 10 business days of receipt of all third party information required to complete the reconciliation (such as bank The Authorities will not make this change. Yes, the System will provide capability for survey via the IVR and the website, and will report on the results. The Authorities will not make this change; however, if reconciliation cannot be made due to the documented non-performance of a thirdparty this will be considered an excused failure. November 13, 2017 Page 53 of 73 Addendum 5

112 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Page 87 of 102 end statements, away agency files, etc.) 126.Page 88 of 102 (PDF Page Page 94 of 102 (PDF Page Section 3 NYCSC Requirements Section Performance Measurement Page 88 of 102 Section 3 NYCSC Requirements Section Monthly Reconciliation Page 94 of 102 Table 3-1: NYCSC Performance Measures ment -Description Section Number Unidentified Payment Processing - Research and resolve unidentified payments resolve 100% within 5 Business Days Monthly Reconciliation Requirement #546, first bullet The Contractor shall ensure all reconciliations are completed and that discrepancies are investigated, resolved, reconciled and closed each month within the required timeframe. Please confirm unidentified payments will be defined and agreed upon between the lockbox provider and contractor to control the amount of unidentified payments that will be received by the lockbox provider. Details on unidentified payments will be finalized with the Lockbox provider during the Planning Phase. Please consider adjusting the The Authorities will not make this change. See requirement to The Contractor shall response to question 125. ensure all reconciliations are completed and that discrepancies are investigated and resolved, reconciled and closed each month within the required timeframe. In order to resolve identified issues discovered during the reconciliation process, the contractor will be reliant upon third party resources such as bank staff and a delay can occur beyond the contractor s control. 128.Page 44 of 102 (PDF Page Section 3 NYCSC Requirements Section Payment, Payment, Fees and Refunds - Second sentence. If any such payments are received by the Contractor, the payments will be Please confirm the Contractor will not process any check, money order or cash payments at the CSC or alternate facilities. Please confirm lockbox will deposit foreign checks. Please refer to the response to question 60. Handling of foreign checks will be finalized with the Lockbox provider in the Planning Phase. November 13, 2017 Page 54 of 73 Addendum 5

113 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) Fees and Refunds resent to the Lockbox Service Provider using Federal Express or other Authority Approved overnight service. 129.Page 74 of 102 (PDF Page Page 87 of 102 (PDF page 165 Table 3-1 Section 3 NYCSC Requirements Section 2.14 Financial Management Page 74 of Page 77 of Section (PDF NYCSC page 155 Reconciliat ions Financial Management Requirement #462 The Contractor shall respond to the Authorities requests to run additional existing reports on an ad-hoc basis upon request. Section 3 Table 3-1 NYCSC NYCSC Performance Measures Requirements Section Performance Measurement Page 87 of 102 Requirements Section Reconciliation Page 77 of 102 Requirement #475 The Contractor shall perform reconciliations, including but not limited to:. penalties; Please confirm ad-hoc requests will only be made in the case the agency does not have access to the report. Please confirm the agency will have access to run reports provided by the BOS contractor and will coordinate with the BOS contractor on ad-hoc queries. Please confirm that if a performance measurement is missed due to third party entity (that is not a subcontractor or vendor of the contractor), that the performance measurement will not be applicable for the impacted timeframe. Please confirm what penalties are in this context, are these penalties tracked in the BOS? This section is referring to financial reports that are established to be the Contractor s responsibility in the Reporting and Reconciliation Plan pursuant to Requirement 455. Performance standards that are not met and are considered an excused, non-chargeable failure under Section 3, 3.16, will not be included in the performance measurement. The term penalty will be dropped from requirement 475. Refer to Part B for addendum item. November 13, 2017 Page 55 of 73 Addendum 5

114 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) 132.Page 78 of Section 3 Requirement #481 Please confirm what type of Yes, it could apply to E-ZPass accounts. 102 (PDF page 156 Financial Reporting NYCSC Requirements Section Financial Reporting Page 77 of 102 negative balance prepaid customer report information this report will contain, does this apply only to E-ZPass accounts? 133.Page 3 of 6 (PDF page 70 Section 3 - Contractor Phase Services Section 3 NYCSC Scope of Work, Section 3 Contractor Phase Services Page 4 of 6 First paragraph, last sentence. The Contractor s Operational responsibilities include but are not limited to: all training for NYCSC personnel, including startup, onboarding and ongoing refresher training and training for Authority staff and Authority designated consultants; The System Contractor RFP requires that the System Contractor provide train the trainer to the Contractor and also train the Authority staff on use of the System. Can the Authorities please clarify exactly what training is required from the Contractor? Please refer to the response to question General N/A Section 3 NYCSC Scope of Work Scope of Work Please explain the transition plan for migrating the CSC from the incumbent to the new Contractor, specifically with regards to the use of the system by Customer Service Center personnel. For example, will you require the new contractor to be trained and operate the old system The Contractor s personnel will not need to learn the old System. November 13, 2017 Page 56 of 73 Addendum 5

115 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) until fully migrated, will you require the incumbent to be trained and operate off the newly designed system, or will you operate off two independent systems during the migration period? 135.Section 7, Pages 2-4 of 26 (PDF pages of 796) 136.General N/A 137.General N/A Section 7 Forms Form A-9 Price Proposal/ Pricing Sheets Forms Section 3 NYCSC Scope of Work Section 3 NYCSC Scope of Work Price Proposal/Pricing Sheets, Sheet 2: Planning Phase Cost Summary; 2-1 Back-up Planning Phase Cost Schedule Scope of Work Scope of Work On the pricing sheets for Planning (Sheet 2 and Sheet 2-1), you are asking for teams to cost out the cost of mobilization. What is involved in the Planning Phase of Mobilization and what units should be used in estimating those costs? How many accounts will need reconciliation? Do you want the back-up site fully function, fully equipped and ready to take calls immediately. If not immediately, what time frame? Please refer to Section 3, 1.5 Mobilization for a description of what Mobilization should include. No more than five accounts per agency may be assumed. The facility should be staged and ready to be staffed in the event of a disaster. We understand that solutions will vary according to many factors, such as what additional Contractor operations facilities are already in place, and we have asked for the details of your plan to be included in your proposal, as instructed in our response to question 44. The Contractor s solution should take into consideration that to provide fully functional customer service the System Contractor must support the Contractor s transition to a back-up site in the November 13, 2017 Page 57 of 73 Addendum 5

116 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) event of disaster. 138.General N/A 139., pg 10 of page , pg 13 of page , pg 68 of page 481 Section 3 NYCSC Scope of Work Conditions, Article 2.15 Change Order Procedure and Basis for Payment Conditions, Article 2.17 Extra Work Directive, Item c) Conditions, Article Claims for Money Damages Scope of Work, Conditions, Article 2.15, Conditions, Article 2.17, Conditions, Article Will the Tolling Authorities provide any incentives if KPIs are exceeded?, p. 10, ARTICLE 2.15 CHANGE ORDER PROCEDURE AND BASIS FOR PAYMENT, (f), line 9: Should the reference to (a) be changed to (i)?, p. 13, ARTICLE 2.17 EXTRA WORK DIRECTIVE, (c), line 3: Who is the Government? It s not a defined term., p. 68, ARTICLE CLAIMS FOR MONEY DAMAGES, line 9: Are there words missing from the fourth sentence? No, the Authorities will not make incentive payments. Yes, the reference will be corrected. Please refer to Part B for the addendum item. Government is referring to the federal government. Language should read: Such information shall be supplemented with any and all further information, including information relating to the quantum of losses or damages sustained, as soon as practicable after it becomes or reasonably should become known to the Contractor. Refer to Part B for addendum item. November 13, 2017 Page 58 of 73 Addendum 5

117 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) 142., pg 121 of page 534 Conditions, Article Prevailing Wage, Conditions, Article 14.15, p. 121, ARTICLE PREVAILING WAGE, line 7: Which alternative applies? Please refer to the response to question General N/A 144.General N/A 145.General N/A 146.General N/A Section 3 NYCSC Scope of Work and Requirements Section 3 NYCSC Scope of Work and Requirements Section 3 NYCSC Scope of Work and Requirements Section 7 Forms, A-9 Price Proposal/ Pricing Sheets Scope of Work Scope of Work Scope of Work Price Proposal Is there an assignment clause on the Endicott facility lease? Please confirm that tunnels are included as part of the scope of work for all Tolling Authority facilities. Will the systems integrator provide laptop computers with a docking station for at-home CSR s? How do we account for occupancy image review in the price proposal? The Authorities do not have this information and cannot answer this question. All TBTA, NYSTA and Port Authority facilities transactions will be processed by the NYCSC, including tunnels. The type of work station (laptop or desktop) is to be determined by the System Contractor s solution. This information is not yet available to the Authorities. Please refer to the Price Proposal instructions for completion of Sheets 3, 3-2,3-2 and 3-3, third paragraph, fourth bullet. VOD images are to be included in the single image review price. 147.General Section 7 Price Proposal Does the Service Contract Act, as it No, Service Contract Act does not apply. November 13, 2017 Page 59 of 73 Addendum 5

118 Request for Clarification or NYCSC RFP Modification (Questions) Part A: Response to Questions (Form A-2) N/A Forms, A-9 Price Proposal/ Pricing Sheets relates to wages, apply to this contract? 148. November 13, 2017 Page 60 of 73 Addendum 5

119 NYCSC System RFP 15-RM-2949 PART B: Addendum Items REVISIONS (Deletions are shown in red text strikeout mode and additions are in red text and underlined): 1. Section 1, Background, Overview and Proposal Instructions, Section Key Team Personnel Qualifications, Table 1-4: Key Personnel Requirements for NYCSC Project, Project Principal on Page 8-9 of 37 (page of 796 in original RFP PDF file). Modify as follows: Table1-1: Key Personnel Requirements for NYCSC Project Key Personnel Position Minimum Experience Required PROJECT PRINCIPAL Full-time employee of the Proposer or its parent company for at least one (1) year by planned NTP, Responsible for the oversight of the with the NTP date as provided in the Project Schedule Contractor Project Manager and a in Section 6 at the time of Proposal submission point of contact for any escalated Project issues that cannot be resolved Ten (10) years experience in the toll or payment by the Project Manager manager processing and customer service industry or similar industry [X]Planning Phase [X] Phase Five (5) years of senior management responsibility for major projects in the toll or payment processing and customer service industry or similar industry Senior management responsibility for at least one (1) project of ten million dollars ($10,000,000) or more in annual operations 2. Section 1, Background, Overview and Proposal Instructions, Section Proposal Part 3: Key Project Team Experience, item a) on page 20 of 37 (page 31 of 796 in original RFP PDF file). Modify as follows: Proposal Part 3: Key Project Team Experience a) Describe the experience and provide resumes (not to exceed two (2) pages per team member), for the Key Team members identified in Section Unless otherwise specified in Section 3, NYCSC Scope of Work and Requirements, Proposers are advised that the Authorities expect all Key Team members, excluding Project Principal, to be dedicated full-time to the NYCSC vs. shared with other projects during the Phase. b) Where professional registration or certification is indicated as required or desired, a copy of the registration or certificate should be included. c) Proposers must complete the Key Team Experience References form provided as Form A-7 in Section 7, Forms for all Key Team members identified in Section d) For those Subcontractors who will be providing Services, such as accounting or third-party staffing (as opposed to Equipment or materials), provide an experience statement with pertinent information as to similar projects and other evidence of qualification. Include resumes (not to exceed two pages) for the Subcontractor personnel team member(s) who are considered to be key personnel on the Project for the Subcontractor. November 13, 2017 Page 61 of 73 Addendum 5

120 NYCSC System RFP 15-RM Section 1, Background, Overview and Proposal Instructions, Section Detailed Instructions, Completion of Base Contract and Option Years Variable Cost Sheets 3, 3-1, 3-2 and 3-3, eighth paragraph, items #1 on page 35 of 37 (page 46 of 796 in original RFP PDF file). Modify as follows: To complete Sheets 3, 3-1, 3-2, and 3-3 Proposers must do the following: 1. Begin with Sheet 3-1. The sheet contains six (6) Monthly Variable Fees by types and levels for each year. The cells for unit type and the monthly evaluation number of units (for evaluation purposes) for each category have already been populated and should not be altered or deleted. The Proposer should start with columns D and E and provide the minimum and maximum volume of each level for all categories. Note that the Level 1 minimum begins with one (1) transaction already entered in the Minimum column and Level 3 volume ends with a maximum volume already entered in the Maximum column. Next, enter the proposed unit cost for each category type and level for each year. Each entered amount for an item should include total per item costs, including labor and other direct, non-labor costs. The Total Monthly Cost for each category/level where applicable will then automatically calculate based on evaluation volumes and the summary will be shown in the appropriate line item on Sheet 3. Proposers are prohibited from establishing unit prices for ranges for all per item pricing (Active Account, Tolls by Mail, Violation Notices, Image review (single review), Image review (double review) and Class Mismatch Review) that are intended to manipulate or distort the outcome of the evaluation. Examples of such manipulation include: Establishing a unit price for a volume range that only includes the evaluation volume for that month/year or, a small volume range around the evaluation volume. Establishing a unit price for one volume range that is higher than the unit price for a range of a lower volume. Establishing a unit price structure that does not correspond to a logical, explainable progression over the course of the project term. Proposers are advised that qualified, conditional or unbalanced proposals or proposals which are at variance with any provision of the Contract Documents or fail to meet any requirement thereof, may be rejected as non-responsive. 4. Section 1, Background, Overview and Proposal Instructions, Section Detailed Instructions, Completion of Base Contract and Option Years Other Operational Services Cost Sheets 4, 4-1 and 4-2, first paragraph on page 36 of 37 (page 47 of 796 in original RFP PDF file). Modify as follows: Completion of Base Contract and Option Years Other Operational Services Cost - Sheets 4, 4-1 and 4-2 The Proposer shall be required to provide Other Operational Services that are not included in the Monthly Variable price. Sheet 4 shall include, without limitation, all charges and costs associated with the provision of the Other Operational Services unless otherwise instructed below. The costs shall also include without limitation, all labor, supplies, normal operating parts and materials, overhead, burden, profit, taxes, duties, rent, utilities, service cost, third-party fees, mailing November 13, 2017 Page 62 of 73 Addendum 5

121 NYCSC System RFP 15-RM-2949 and handling costs, excluding postage, Contractor-acquired permits, licenses, warranties and other items necessary to meet the requirements of the NYCSC Scope of Work and Requirements and the Agreement with regard to the Services identified in this section. 5. Section 3, NYCSC Scope of Work and Requirements, NYCSC Scope of Work, Section 3 Contractor Phase Services, first paragraph, second bullet on page 3-4 of 6 (page of 796 in original RFP PDF file). Modify as follows: Operational activities which require use of the System, including but not limited to: o o o o o o o o o o o o o o o o o o o compliance with all security requirements, both within the System and in the handling of personally identifiable information (PII) and funds; compliance with all PCI requirements; compliance with all National Automated Clearing House Association (NACHA) requirements; physical security of the facilities, funds, personnel, and Equipment, as well as the System Contractor provided on-site equipment; manual image review of license plate images which do not meet the criteria for automated review (including class mismatch, quality review and Vehicle Occupancy Detection (TBTA-only); account establishment and maintenance; account closures and refunds; Discount Plan and sticker program management; non-revenue program management; document imaging of incoming Work (such as, customer communications) and outgoing Work, as applicable (such as, scanning checks before deposit); payment processing; Credit Card and ACH processing, including authorizations, refunds and reconciliation; Lockbox (e.g., exceptions) and Money Services payment posting, reconciliation and reporting; Reload Card processing, reconciliation and funds transfer; coordination with Collection Agencies pursuing payment of debts owed by individuals or businesses, including payment processing and reporting; support for courts, hearings and tribunals, possibly including the planned Transit Adjudication Board (TAB); provision of customer support for problems with customer interfaces (including phone, Self-Service Website, Self-Service Mobile Website, Self-Service Mobile Application and IVR System support); Case management; return mail processing; November 13, 2017 Page 63 of 73 Addendum 5

122 NYCSC System RFP 15-RM-2949 o o o o o o o o o o o use of skip tracing services to provide an updated mailing address; customer dispute processing and initial determinations; Manual Toll transaction entry; financial management and reporting; all transaction and financial reconciliation activities; all interface reconciliation activities; activity and performance monitoring and reporting; transponder inventory management, including customer order fulfillment, retailer program management and support, transponder recall and recycling; all training for NYCSC personnel, including start-up, onboarding and ongoing refresher training and training for Authority staff and Authority designated consultants; coordination and support with resolution of disputed tolls and other issues with Interoperable Away agencies and coordination with the DMV(s) for registration suspensions, denials and/or holds, as well as releases once tolls, fees, and other charges are paid. 6. Section 3, NYCSC Scope of Work and Requirements, NYCSC Requirements, Section Training Requirements, Requirement #167 on page 28 of 102 (page 106 of 796 in original RFP PDF file). Modify the requirement as follows: 167 The Contractor shall obtain releases from all employees/subcontractors, including thirdparty product suppliers, to allow unlimited, royalty free use and copies of PCI compliant training sessions recordings by the Contractor and the Authorities, for the Authorities use on the Project or on Project related business. 7. Section 3, NYCSC Scope of Work and Requirements, NYCSC Requirements, Section NYCSC Hours of Operation and Holiday, Requirement #195 on page 32 of 102 (page 110 of 796 in original RFP PDF file). Modify the requirement as follows: NYCSC Hours of Operation and Holidays 195 The NYCSC Customer Service Center shall be open from 7 a.m. to 7 p.m. Monday Friday and Saturday from 8 am to 2pm. 8. Section 3, NYCSC Scope of Work and Requirements, NYCSC Requirements, Section 1.13 Contractor Provided Equipment, Requirement #240 on page of 102 (page of 796 in original RFP PDF file). Modify the requirement as follows: 1.13 Contractor Provided Equipment The System Contractor is responsible for providing all hardware and software required to Operate the System, including desktop workstations, telephone equipment that supports the customer contact November 13, 2017 Page 64 of 73 Addendum 5

123 NYCSC System RFP 15-RM-2949 system and other equipment not directly connected to the System Contractor provided System but necessary for the System to perform. The Contractor shall provide all other Equipment, supplies and consumables necessary to operate the NYCSC. The System Contractor will initially deliver noise cancelling headsets with each customer service representative and supervisor seat, as well as 10% of the total for spares. The Contractor shall be responsible for the subsequent replacement of all noise cancelling headsets for the remainder of the Contract. The System Contractor will provide remote support to the Contractor s Work-From-Home CSRs, including via the Help Desk and using CSC System support personnel as required. The System Contractor shall be responsible for all support costs, including all shipping, handling and return shipping of initial and replacement Equipment and Hardware for any Work-From-Home CSRs. 240 The Contractor shall provide the necessary Equipment, supplies and consumables to support the Operation of the NYCSC. Equipment includes but is not limited to: copiers; printers not connected to the System Contractor provided System; shredders; video conference system; furniture; mailroom Equipment, including postage machines; telephones not connected to the System Contractor provided customer contact System; for any Work-From-Home CSRs, internet access of sufficient bandwidth; all replacement of noise cancelling headsets used by Contractor s personnel, including replacement of noise cancelling headsets initially provided by the System Contractor as part of the customer contact System; speaker phones; cellular phones; TTY equipment; transponder mailing envelopes/packaging:; o o for new Accounts: Account Profile Letter, read prevention bag, user manual/mounting instructions (black and white), and tag; for additional tag requests: Account Profile Letter, read prevention bag, and tag and o for proactive replacement and reactive replacement: Account Profile Letter or Swap Letter, read prevention bag, and tag and prepaid return envelope. read prevention bags for transponders (manufactured of conductive material suitable to prevent radio frequency energy from egress and ingress); November 13, 2017 Page 65 of 73 Addendum 5

124 NYCSC System RFP 15-RM-2949 replacement dual lock strips for transponders (each transponder is initially equipped with the necessary dual lock strips) and all consumables. 9. Section 3, NYCSC System Scope of Work and Requirements, NYCSC Requirements, Section Reconciliation, Requirement #475 on page 77 of 102 (page 155 of 796 in original RFP PDF file). Modify the requirement as follows: 475 The Contractor shall perform reconciliations, including but not limited to: detailed reconciliation of transactions and revenue; refunds by refund type; prepaid account balances; transponder deposits; aged accounts receivable; fees revenue; penalties; write-offs; payment transactions and other revenues. 10. Section 3, NYCSC System Scope of Work and Requirements, NYCSC Requirements, Section Revenue Management, Requirement #498 on page 81 of 102 (page 159 of 796 in original RFP PDF file). Modify the requirement as follows: 498 The Contractor shall deposit any checks received by the NYCSC electronically using Authorities Bank-specified check scanners, which shall interface with the bank Software. 11. Section 3, NYCSC System Scope of Work and Requirements, NYCSC Requirements, Section Revenue Management, Requirement #501 on page 81 of 102 (page 159 of 796 in original RFP PDF file). Modify the requirement as follows: 501 The Contractor shall post all customer payments received by into the System. 12. Section 3, NYCSC System Scope of Work and Requirements, NYCSC Requirements, Section Performance Measurement, Table 3-1 NYCSC Performance Measures on page of 102 (page of 796 in original RFP PDF file). Modify the requirement as follows: November 13, 2017 Page 66 of 73 Addendum 5

125 NYCSC System RFP 15-RM-2949 Description Section Number Table 3-1: NYCSC Performance Measures Category KPI Performance Requirement Failure Notification Reporting of All Observed System Failures which affect to System Contractor and the Authorities Reporting of all Failures to the Authorities Reconciliation report within 60 minutes report within 60 minutes Monthly Reconciliations within 10 Business Days of month end Customer Service Satisfaction with How Contacts are Handled Speed of Answer-Request to speak with a CSR Establish New Customer Accounts and Fulfill Requests for Additional Transponders Customer Resolve Customer Requests - Contact Timeliness average 4 out of 5 80% within 60 seconds 99.5% within seconds Speed of Answer- Chat 80% within 60 seconds Resolve Customer Requests Accuracy Authority-Identified High Priority Issues Acknowledged and Assigned Authority-Identified High Priority Issues Accurately and Completely Resolved 99.5% within 180 seconds complete 100% within 5 Business Days resolve 90% within 3 Business Days resolve 100% within 7 Business Days accurately and completely resolved 99% of the time acknowledge and assign within 2 Business Hours accurately and completely resolved Measurement Frequency Points* Per Incident 3.0 Per Incident 3.0 Monthly 30.0 Monthly 20 Daily 3.0 Daily 5.0 Daily 3.0 Daily 5.0 Daily 2.0 Daily 3.0 Daily 5.0 Monthly 30 Per Incident 3.0 Per Incident 3.0 November 13, 2017 Page 67 of 73 Addendum 5

126 NYCSC System RFP 15-RM-2949 Description Section Number Category KPI Performance Requirement Processing of Returned Mail Returned Mail and Transponder Processing of Returned Processing Transponders Image Review Timeliness Image Review Identification Accuracy Image Review Rejection Accuracy within 1 Business Day process within 4 Business Days process within 5 Business Days process within 3 Business Days accurately identify 99.5% of the time; accurately reject 98% of the time VOD Review Timeliness process within Image Review 5 Business Days VOD Review Accuracy accurately identify 98% of the time; Class Mismatch Processing Timeliness Class Mismatch Processing Accuracy Unidentified Payment Processing Research and Resolve Unidentified Payments process within 5 Business Days accurately identify 98% of the time; Resolve 100% within 5 Business Days Measurement Frequency Points* Daily 1.0 Daily 3.0 Daily (per day until reviewed) 3.0 Monthly 30 Monthly 30 Daily 3.0 Monthly 10 Daily 3.0 Monthly 10 Daily (per day until accurately resolved) * The point values shown in the table reflect the number of non-compliance points assessed for each occurrence of a failure to meet a Performance Requirement. Additional points will be assessed for failures in consecutive months and will escalate as described in these Requirements. 13. Section 3, NYCSC System Scope of Work and Requirements, NYCSC Requirements, Section Speed of Answer Request to Speak with a CSR, Requirement #548 on page of 102 (page of 796 in original RFP PDF file). Modify the requirement as follows: Speed of Answer Request to Speak with a CSR The speed at which customer calls are answered is a key component in overall customer satisfaction. 3.0 November 13, 2017 Page 68 of 73 Addendum 5

127 NYCSC System RFP 15-RM-2949 While it is understood there may be peaks and valleys in call volume based on time of day, day of week, day of month or other factors, the Contractor is expected to staff the NYCSC such that customer calls during any time of day, week or month will be answered quickly. CSRs are expected to answer calls only during the hours that the CSC is open for business. After hours, customers will be able to use self-service channels such as the web and the IVR. 548 The Contractor shall answer incoming calls, after the caller elects to speak with a CSR, eighty (80) percent of the calls within sixty (60) seconds and 99.5 percent of all calls within twohundred-forty (240) one-hundred-eighty (180) seconds. The Approved reports from the System shall be used to determine if the Contractor has met this measure. For any day in which the eighty (80) percent within sixty (60) seconds requirement is not met, the Contractor shall be assessed three (3) points. For any day in which the 99.5 percent within two-hundred-forty (240) one-hundredeighty (180) seconds Requirement is not met, the Contractor shall be assessed five (5) points. 14. Section 3, NYCSC System Scope of Work and Requirements, Appendix A, Background Data has been replaced in its entirety and is paper-clipped to Addendum 5 (pages of 796 in original RFP PDF file). 15., Conditions, Chapter 2 Time and Manner of Performance, Article 2.15 Change Order Procedure and Basis for Payment, item f) on page 10 of 125 (page 423 of 796 in original RFP PDF file). Modify as follows: f) If cost reasonableness cannot be established on this basis or on the basis of prices set by the Agreement, law or regulation, Contractor is required to submit detailed cost breakdowns, including information on labor and materials costs and other direct costs. If agreement cannot be reached, compensation for the Extra Work shall not exceed the sum of the following amounts and such amounts only: i) the actual net cost in money of the labor (including premiums for workers compensation insurance, taxes, vacation allowances and union dues and assessments required to be paid by the employer on the basis of such labor costs) and material required for such Extra Work; and ii) ten percent (10%) of the amount under (ia) above. If the Extra Work is performed by a Subcontractor, in lieu of the amounts under (i) and (ii) above, compensation shall be in the amount the Contractor has paid the Subcontractor plus a 5% mark-up. No Extra Work shall be performed by a Subcontractor without the Approval of the Project Manager. 16., Conditions, Chapter 3, Compensation for Services, Article 3.03 Method and Times of Payment, beginning with the third paragraph on Page of 125 (page of 796 in original RFP PDF file). Modify as follows: The Contractor agrees to provide the Authority with such detailed documentation substantiating fees and disbursements as the Authority may request. The Authority may withhold all or a portion of any payment hereunder for reasons set forth in Article when the Authority shall have reasonable grounds for believing that: November 13, 2017 Page 69 of 73 Addendum 5

128 NYCSC System RFP 15-RM-2949 a) The Contractor will be unable to provide the System or perform other Services fully and satisfactorily within the time fixed for performance. This includes Contractor not responding to change order requests on a timely basis as set forth in Article 2.14 Extra Work and Article 2.15 Change Order Procedure and Basis for Payment; b) A claim exists or may exist against the Contractor or the Authority arising out of the negligence of the Contractor or the Contractor s breach of any provision of this Agreement; or c) If there is a discrepancy between the Contractor s invoices and the associated documentation, provided that the Authority has notified the Contractor of such discrepancy, and provided that the amount withheld shall be limited to the amount of such discrepancy. Any amount so withheld may be retained by the Authority for such period as it may deem advisable to protect the Authority against any loss and may, after Notice to the Contractor, be applied in satisfaction of any such claim. The Authority shall not pay interest on any amounts withheld under this Article This Section is intended solely for the benefit of the Authority and, except as otherwise provided by law, no person shall have any right or claim against the Authority by reason of the Authority s failure or refusal to withhold monies; the Authority s withholding of monies; the Authority s application of any withheld monies; or the Authority s failure to apply withheld monies. This Section is not intended to limit or in any way prejudice any other right or remedy of the Authority. 17., Conditions, Chapter 3, Compensation for Services, Article 3.06 Monies Withheld on Page of 125 (page of 796 in original RFP PDF file). Modify as follows: ARTICLE 3.06 MONIES WITHHELD The Authority may withhold all or a portion of any payment otherwise due hereunder when the Authority shall have reasonable grounds for believing that: a) The Contractor will be unable to provide the staff and Services to operate the NYCSC or has not performed or will be unable to perform the Services fully and satisfactorily within the time fixed for performance in the Approved Project Schedule; or b) The Contractor has provided poor or defective Work, or c) The Contractor has not provided required Services with regard to cooperation with the System Contractor or other Third-Party Service Providers and Business Partners, or d) The Contractor has not met its obligations to respond on a timely basis to change order requests pursuant to Articles 2.14 Extra Work and 2.15 Change Order Procedures and Basis for Payment, or e) The Contractor has not met required Performance Requirements under RFP Section 3, Conformed NYCSC Scope of Work and Requirements, or f) A claim exists or will exist against the Contractor or the Authority arising out of the negligence of the Contractor or the Contractor's breach of any provision of this Agreement., or g) There is a discrepancy between the Contractor s invoices and the associated documentation, provided that the Authority has notified the Contractor of such discrepancy, and provided November 13, 2017 Page 70 of 73 Addendum 5

129 NYCSC System RFP 15-RM-2949 that the amount withheld shall be limited to the amount of such discrepancy. Any amount so withheld may be retained by the Authority for such period as it may deem advisable to protect the Authority against any loss and may, after written Notice to the Contractor, be applied in satisfaction of any such claim. This provision article is intended solely for the benefit of the Authority, and no person shall have any right or claim against the Authority by reason of the Authority's failure or refusal to withhold monies; the Authority s withholding of monies; the Authority s application of any withheld monies; or the Authority s failure to apply withheld monies. The Authority shall not pay interest on any amounts withheld under this provision article. This provision article is not intended to limit or in any way prejudice any other right or remedy of the Authority. 18., Conditions, Chapter 5 Insurance and Bond Requirements, Article 5.01 Insurance Conditions, first paragraph on page 26 of 125 (page 439 of 796 in original RFP PDF file). Modify as follows: ARTICLE 5.01 INSURANCE CONDITIONS This article covers insurance requirements for NYSTA and PANYNJ. Refer to Chapter 13 for TBTA specific insurance requirements. The Contractor must procure prior to commencement of any Work under this Agreement, and maintain until this Agreement is completed, and the Authority has accepted all work performed thereunder, insurance in the kinds and in the amounts specified herein, covering all Services and under this Agreement, whether performed by the Contractor or its Subcontractors, in accordance with the following conditions: 19., Conditions, Chapter 5 Insurance and Bond Requirements, Article 5.02 Required Insurance Conditions, first paragraph on page 28 of 125 (page 441 of 796 in original RFP PDF file). Modify as follows: ARTICLE 5.02 REQUIRED INSURANCE COVERAGES This article covers insurance requirements for NYSTA and PANYNJ. Refer to Chapter 13 for TBTA specific insurance requirements. The specific types and amounts of insurance that the Contractor must provide pursuant to this Agreement are as follows: 20., Conditions, Chapter 5, Insurance and Bond Requirements, Article 5.02 Required Insurance Coverage, Item B on Page 28 of 125 (page 441 of 796 in original RFP PDF file). Modify as follows: B. Commercial Umbrella Liability Insurance When the limits of the CGL, and Business Auto Liability policies procured are insufficient to meet the limits specified, the Contractor shall procure and maintain Commercial Umbrella and/or Excess Liability policies with limits in excess of the primary; provided, however, that the total amount of insurance coverage is at least equal to the requirements set forth above. Such policies shall follow the same form as the primary policies. The New York State Thruway Authority, the State of New York, the Triborough Bridge and Tunnel Authority, and the Port Authority of New York and New Jersey shall be included as Additional Insureds, using ISO Additional Insured Endorsement CG or its equivalent CG November 13, 2017 Page 71 of 73 Addendum 5

130 NYCSC System RFP 15-RM and , under the CGL policy and the Umbrella policy which shall follow form, as required. 21., Conditions, Chapter 5, Insurance and Bond Requirements, Article 5.03 Performance and Payment Bond Requirements, Item d) on Page of 125 (page of 796 in original RFP PDF file). Modify as follows: d) The Authorities retain their right in their sole discretion to require a Letter of Credit as additional security. Any Letter of Credit required by the Authority shall be continuously renewed, extended or replaced so that it remains in effect throughout the term of the Planning Implementation or Maintenance Phase, as applicable. The Authority shall be authorized under the Letter of Credit to make one or more sight drawings thereon, upon certification to the issuing bank that an Event of Default by the Contractor hereunder has occurred. The Letter of Credit shall also permit a drawing thereon in the full stated amount thereof in the event that any required renewal, extension or replacement thereof is not made prior to 30 days of its expiration. The Letter of Credit shall serve as additional security for the performance of the Contractor s obligations, and in no event shall the existence of the Letter of Credit or the stated amount thereof be construed to cap, liquidate or otherwise modify or limit the amount of damages payable by the Contractor hereunder based on the occurrence of a Contractor event of default or other liability assumed by Contractor under this Agreement. 22., Conditions, Chapter 13 Triborough Bridge and Tunnel Authority Specific Conditions, Article Claims for Money Damages, first paragraph on page 68 of 125 (page 481 of 796 in original RFP PDF file). Modify as follows: ARTICLE CLAIMS FOR MONEY DAMAGES In the event the Contractor claims or intends to claim or intends to claim compensation for any damage or loss sustained by reason of any act, neglect, fault or default of the Authority, the Contractor shall furnish a written notice to the Project Manager setting forth the nature of the claim and the extent of the damage sustained within 30 days of the incurrence of such loss or damages. This written notice shall constitute the Contractor s submission to the Project Manager for the purpose of requesting the Project Manager s determination prior to the commencement of any action for compensation. Any such claim shall state as fully as then possible all information relating thereto and shall be supported by any then available documentation, including daily records showing all costs incurred. Language should read: Such information shall be supplemented with any and all further information, including information relating to the quantum of losses or damages sustained, as soon as practicable after it becomes or reasonably should become known to the Contractor. Such information relating to the quantum of losses or damages sustained, as soon as practicable after it becomes or reasonably should become known to the Contractor. 23., Conditions, Chapter 13 Triborough Bridge and Tunnel Authority Specific Conditions, Article Additional Obligations on page 80 of 125 (page 493 of 796 in original RFP PDF file). Additional modification from Addendum 3 as follows: ARTICLE INSURANCE CONDITIONS (modification from Addendum 3) ARTICLE REQUIRED INSURANCE COVERAGE (modification from Addendum 3) ARTICLE ADDITIONAL OBLIGATIONS November 13, 2017 Page 72 of 73 Addendum 5

131 NYCSC System RFP 15-RM Section 7, Forms, Form A-8 Requirements Conformance Matrix, in Excel format, has been updated to reflect changes in requirements noted above and in Addendum 3 and has been replaced in its entirety and is paper-clipped to Addendum No. 5. The updated Requirements and text are designated with a yellow highlight. 25. Section 7, Forms, Form A-9 Price Proposal/Pricing Sheets, in Excel format, has been updated to reflect the following changes and is paper-clipped to Addendum No. 5: o o o Sheet 3-1 Back-up Base Contract and Option Years Monthly Variable Cost, added maximum units for Level 3, change shown in blue font (page X of 796 in original RFP PDF file). Sheet 3-2 Back-up Year 1 Base Contract Variable Cost Monthly Schedule of Direct Cost, removed third line titled Armored Car Services from the Other Services cost category. Sheet 6 Staffing Positions Full Time Equivalents, removed the WIC group. Please ensure that receipt of this Addendum is acknowledged on Form A-10 of the solicitation. Sincerely, Zulema B. Robinson Director, ITS Projects November 13, 2017 Page 73 of 73 Addendum 5

132 Addendum No. 4 November 6, 2017 NYCSC Request for Proposals (RFP) Prospective Respondents: You are hereby notified of the following information in regard to the referenced RFP: Part A - Official log of Proposers requests for exception to terms and conditions and the Authorities responses, including: Part B - Official revisions to the NYCSC RFP All other terms, conditions and requirements of the original RFP dated August 25, 2017 remain unchanged unless modified by this addendum, or previous addenda to this RFP. A. QUESTIONS AND ANSWERS This Addendum 4 includes the first group of responses to requests for exception to terms and conditions submitted in response to the above referenced RFP. A second group of responses will be issued on or before November 15, November 6, 2017 Page 1 of 22 Addendum 4

133 Request for Exception to Conditions NYCSC RFP Response to Request for Exception to Conditions (Form A-3) Addendum 4 Request for Exception to Conditions and Responses Page 13 of 125 PDF page Conditions, 426 of 796 Chapter 2 Time and Manner of Performance, Article 2.18 Page 2 of page 415 Conditions, Chapter 2, Article 2.04 Termination for Convenience by the Authority/Suspension of Work General The Authority shall provide (90) Ninety Days notice and shall pay all outstanding invoices submitted or due at the time of the Authority exercising this right. Article 2.04 (Page of RFP PDF) states that contractor provides the equipment and systems- This is fine, however, other portions of the contract state that the Authority has the right to also use, and can let other people use, same without our permission. The Authorities will not make this change. If we understand your question correctly, subparagraph b) in 4.02 specifically states that use of the Equipment and/or Software is. in connection with providing goods or Services to the Authority. So long as the right of access is in connection with providing goods or Services to the Contract, the Authority can permit others outside access to the equipment and systems. Page 22 of page 435 Page 119 of 125 (PDF page 532 of 796 Chapter 4, Article 4.02 Chapter 14, Article Software and Equipment Ownership Contract Review and Compliance Audits Likewise, 4.02 (Page 435 of RFP) makes reference to the Authorities ability to permit others to use our equipment. This also appears in (Page 532 of RFP) wherein they can load security software on our systems. Can you clarify if this right to access extends beyond the Authority and if so, to what level and for what cause? November 6, 2017 Page 2 of 22 Addendum 4

134 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Page 45 of page 458 Event of Default Page 2 of page 415 Page 9 of page 422 Conditions, Chapter 8 Default, Damages and Remedies, Article 8.01 Conditions, Chapter 2 Time and Manner of Performance, Article 2.02 Conditions, Chapter 2 Time and Contract Term Authority of the Project Manager Chapter 8 (Beginning on page 458 of RFP) deals with default- sections of concern for us are I; iv; and xiv. They seem too subjective (pattern of performance issues). The Authority does permit cure, but only provides 15 days, and extensions to cure are at the Authorities convenience. Can you clarify what pattern of performance issues would mean? Are penalties associated with performance issues and/or default? The language we believe you are referring to is: xiv. a pattern of repeated failures to meet the performance standards. The performance standards are set forth in general in Section 3 NYCSC Scope of Work and Requirements, and more specifically in Section 3, Performance Measures. The term of the Agreement is ten (10) years The Authorities will make this change but will add from Notice to Proceed, with one three (3) year for clarification the word day between (120) option thereafter to be exercised at the sole and notice. determination of the Authorities which, if See Part B for Addendum item. exercised, the Authority shall provide the Contractor no less than one hundred and twenty(120) notice prior to the exercise. In addition, the Authorities shall have the right to exercise at their sole discretion, a 120-day extension to either the base Contract or any extension thereto. There are two Phases to the Project: the Planning Phase and the Phase. The Planning Phase will begin with Notice to Proceed and the - Phase will begin concurrent with Go-Live of the NYCSC System. The Project Manager may give written orders to the Contractor to do Work which he determines to be necessary for the Contractor to fulfill the Contractor s obligations under this Agreement. The Authorities will not make the change as this request is already covered in 2.12d). November 6, 2017 Page 3 of 22 Addendum 4

135 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Manner of Performance, Article 2.12(b) Page of 125 (PDF page 423 of 796) Page 14 of page 427 Page 18 of page 431 Conditions, Chapter 2 Time and Manner of Performance, Article 2.15 and 2.16 Conditions, Chapter 2 Time and Manner of Performance, Article 2.18 (b) Conditions, Chapter 3 Compensatio n for Services, Article Change Order Procedure and Basis for Payment 2.16 Deleted Work Termination for Convenience by the Authority/Suspension of Work Invoice Adjustment for Non-Compliance with Performance Standards Proposer requests that all references to Proposer s submittal of costing rates, actual costs and profit be deleted. Change orders shall be fixed price with reasonable price support or on a time and materials basis. Proposer does not support open book audits for pricing. In the event that the Authority exercises its right to postpone, suspend, abandon or terminate this Agreement, the Authority will pay the Contractor s actual cost, overhead and reasonable profit or the fair and reasonable value, whichever is less, of:... If in the performance of Services, the Contractor does not meet or exceed the Performance Requirements identified in the Scope of Work and Requirements and such performance is not due to actions of the Authority or a third-party, the Authority may reduce the amount it would otherwise pay Contractor for such Services pursuant to the invoice adjustments set forth in RFP Section 3, NYCSC Scope of Work and The Authorities will not make this change. The Authorities will not make this change. The Authorities note that the first request is already covered in Section Section 3, Scope of Work and Requirements, with regard to Non- Chargeable Failures. The language in Article 3.02 will be modified to reference this section. See Part B for Addendum item. The Authorities will not make the second requested change with regard to invoice adjustments and the requested cap. November 6, 2017 Page 4 of 22 Addendum 4

136 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Requirements, Section 3 Performance Measures. The Authority shall have the right to deduct such invoice adjustments from any monies due or which may thereafter become due to the Contractor under this Agreement. Provided, however, the Authority shall not assess any adjustments to the Contractor s invoices for the first ninety (90) days following Go-Live and in no event shall any invoice adjustments under this Agreement exceed ten (10%) percent of the applicable invoice. Proposer requests the opportunity to work with the Authority to define the methodology and calculation of performance standards and damages. Page of 125 (PDF Page of 796) Page of 125 Conditions, Chapter 3 Compensatio n for Services, Article 3.03 Methods and Times of Payment Monies Withheld This Section is intended solely for the benefit of The Authorities will not make this change. the Authority. and, except as otherwise provided by law, no person shall have any right or claim against the Authority by reason of t The Authority s failure or refusal to withhold monies; the Authority s withholding of monies; the Authority s application of any withheld monies; or the Authority s failure to apply withheld monies. This Section is not intended to limit or in any way prejudice any other right or remedy of the Authority. This provision is intended solely for the benefit The Authorities will not make this change. of the Authority, and no person shall have any November 6, 2017 Page 5 of 22 Addendum 4

137 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) (PDF page of 796) Page 22 of page 435 Conditions, Chapter 3 Compensatio n for Services, Article 3.06 Software Licenses Conditions, Chapter4 Software and System Operation, Article 4.01(b) right or claim against the Authority by reason of the Authority's failure or refusal to withhold monies. The Authority shall not pay interest on any amounts withheld under this provision. This provision is not intended to limit or in any way prejudice any other right of the Authority. For third-party Software provided by the Contractor, the Contractor shall provide to the Authority unlimited, perpetual, irrevocable, non-exclusive Licenses to use third-party Software to perform for the New York CSC System where such licenses are available under commercially reasonable terms. Where such a license to third-party Software cannot be provided, the Contractor shall use commercially available COTS software. The Contractor shall provide the Authority a list all such third-party software The Contractor shall secure such Licenses from the providers of such third-party Software, and ensure that such Licenses are transferable to and assignable by the Authority. The Authorities will not make this change. Page 22 of page 435 Conditions, Chapter4 Software and System Operation, Article 4.01(c) Software Licenses The Contractor may be required to sign a nondisclosure agreement with the System See Part B for the Addendum. The Authorities will make the requested change. Contractor in a form acceptable to both the Authority and the Contractor related to the use of the System Software and will take all reasonable steps to expeditiously execute such agreement. November 6, 2017 Page 6 of 22 Addendum 4

138 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Page 26 of page 439 Required Insurance Coverages Conditions Duly noted. Page 32 of page 445 Page 34 of page 447 Conditions, Chapter5 Insurance and Bond Requirements Article 5.01 Performance and Payment Bond Requirements Conditions, Chapter5 Insurance and Bond Requirements Article 5.03 Proprietary Rights (b) Conditions, Chapter 6 Proprietary Rights, Confidentiality, Ethics and Required Certification, Article 6.01 b) Proposer acknowledges and commits to the substantive insurance requirements specified in the RFP. Our insurance policies contain terminology that is standard in the insurance industry but differs slightly from the wording in the RFP. Two examples are that Proposer has some policies on a per claim basis, not per occurrence or some policies have SIRs in excess of $50k. In cases where the technical language of our insurance policies differs from the RFP, we will work to clarify differences and resolve concerns. Proposer requests subparagraph d) relating to the letter of credit, be deleted in its entirety since there is no requirement for a letter of credit. The Authority shall also have all rights, title and interest in and to inventions, ideas, designs and methods developed by the Contractor and any Subcontractors specifically for the Authority in the event the Authority purchases Equipment and/or Software ( Authority Owned Inventions ). Nothing under the base Agreement constitutes Authority Owned Inventions. If under any Extra Work or Change Order the Authority intends some portion of that work to constitute an Authority Owned The Authorities will not make this deletion; however, they will add the following at the beginning of Article 5.03 d) to clarify: The Authorities retain their right in their sole discretion to require a Letter of Credit as additional security. See Part B for Addendum item. The Authorities will not make the requested changes. However, the first sentence of Article 6.01 b) shall also be modified to the following: The Authority shall also have all rights, title and interest in and to inventions, ideas, designs and methods developed by the Contractor and or any Subcontractors or Suppliers specifically for the Authority in the event the Authority purchases Equipment and/or Software ( Authority Owned Inventions ). November 6, 2017 Page 7 of 22 Addendum 4

139 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Invention the Authority shall clearly identify such work prior to directing the Contractor to perform such work and under no circumstance may the Authority compel the Contractor to create Authority Owned Inventions without the Contractor s written agreement. Such Authority Owned Inventions shall include all specifications and other Documentation related thereto... The Authority unconditionally grants the Contractor a nonexclusive, royalty-free, perpetual, universal, unlimited license to use, copy, modify, maintain, sublicense, transfer, sell and create derivative works to, any Authority Owned Inventions. See Part B for Addendum item. Page 34 of page 447 Page 35 of page 448 Conditions, Chapter 6 Proprietary Rights, Confidentiality, Ethics and Required Certification, Article 6.02 Conditions, Chapter 6 Proprietary Rights, Contractor Assistance Confidentiality In the event the Contractor creates any Authority Owned Inventions: a) Upon the request of the Authority, the Contractor shall promptly execute or shall cause its employees... Proposer requests that the confidentiality provisions be made mutual to also protect Proposer confidential information subject to FOIL. The Authorities will not make this change. The Authorities will not make this change but please refer to Section Disclosure of Proposals for confidentiality provisions. November 6, 2017 Page 8 of 22 Addendum 4

140 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Confidentiality, Ethics and Required Certification, Article 6.03 Page 389 of 125 (PDF page 452 of 796) Risk of Loss Conditions, Chapter 7 Risk of Loss, Liability, Indemnification and Warranties, Article 7.01 The Contractor assumes the following distinct and several risks to the extent they arise from the Contractor s (or it s Subcontractor s) negligence or willful misconduct without limitation, whether they arise from acts or omissions (whether negligent or not) of the Contractor or of any of its Subcontractors and Suppliers, excepting those losses which arise from negligent acts or omissions of the Authority. (a) The risk of loss of (i) funds or deposits due the Authority, including but not limited to revenue generated from electronic toll collection, credit card payments, fees, violation payments and transactions submitted to the Contractor for processing, or any other revenue the Contractor is contractually required to collect; and (ii) all documents and records relating to all financial transactions in the Contractor s possession arising out of or alleged to arise out of or in connection with the performance of Services pursuant to this Agreement. Provided however, notwithstanding anything to the contrary, prior to any withhold of payment or The Authorities will not make this change. November 6, 2017 Page 9 of 22 Addendum 4

141 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) adjustment to Contractor s invoice, for a reasonable period of time of no less than ninety (90) days Contractor shall have the right to attempt to recover any lost revenue by methods in accordance with applicable law and IAG rules and the Authority shall provide reasonable cooperation to the Contractor in those recovery efforts. Further, in calculating lost revenue any assessment shall be adjusted by the historical collection rate for the applicable transaction. Page 39- Contractor s Liability and 40 of 125 Indemnification (PDF page Conditions, of Chapter 7 Risk 796) of Loss, Liability, Indemnification and Warranties, Article 7.02 The Contractor shall indemnify and save The Authorities will not make these changes. harmless the Authority, New York State and MTA, to the fullest extent permitted by law, from loss and liability upon any and all thirdparty claims and expenses, including but not limited to attorneys fees, on account of such injuries to persons or such damage to property, arising from the negligence or willful misconduct of the Contractor irrespective of the actual cause of the acts, errors or omissions, irrespective of whether they shall have been due in part to negligence of the Contractor or its Subcontractors or Suppliers or negligence of the Authority, State or MTA, or of any other persons, but excepting bodily injuries and property damage to the extent caused by the negligence of the Authority, State or MTA. The liability hereunder shall be limited to such injuries or damage occurring on account of, or November 6, 2017 Page 10 of 22 Addendum 4

142 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) in connection with, the Contractor s willful misconduct or negligent performance of the Services, whether or not the occurrence giving rise to such injury or such damage happens at the NYCSC or whether or not sustained by persons or to property while at the NYCSC, but shall exclude injuries to such persons or damage to such property to the extent caused by the negligence of the Authority, State or MTA. Such indemnity shall not be limited by reasons of enumeration of any insurance coverage herein provided. The provisions of this Article shall survive the expiration or termination of this Agreement.... (f) As an express condition of Contractor s indemnification obligations under this Agreement (including Sections 7.02 and 7.03) Contractor shall have full control over the defense and/or settlement of any indemnified claim and shall select counsel in its sole and absolute discretion. (g) Notwithstanding anything to the contrary, in no event shall Contractor be liable under this Agreement for any consequential, incidental, special, punitive, or other non-direct damages. Further, in no event shall Contractor s aggregate liability under this Agreement exceed one hundred and twenty million dollars ($120,000,000.00). Page 42 of Additional Warranties Service Warranties. The Contractor warrants The Authorities will not make this change. November 6, 2017 Page 11 of 22 Addendum 4

143 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) page 455 (e) Service Warranties Page 43 of page 456 Conditions, Chapter 7 Risk of Loss, Liability, Indemnification and Warranties, Article 7.04 e) Conditions, Additional Warranties (h) General Guaranty that all Services shall be performed in a highquality, professional manner by qualified and skilled personnel in compliance with the Authority s Requirements as set forth in the RFP Section 3, Conformed NYCSC Scope of Work and Requirements. In the event the Authority determines that any Services do not conform to the foregoing warranty, the Authority shall be entitled to elect one of the following remedies: (a) keep performing the Services until the Authority deems them to be in conformity with the warranty in this Article 7.04, at no charge to the Authority; (b) refund from the Contractor for all payments paid in connection with the Services, which the Authority deems were not as warranted, subject to the provisions of Article 8.09, Liquidated Damages, such that the Contractor is not required to refund fees for non-provision of Services for which Liquidated Damages have been assessed, (c) reimbursement by the Contractor for the Authority s costs and expenses incurred in having the Services performed again by the Authority or someone other than the Contractor. Notwithstanding the foregoing, nothing in this Article 7.04 shall be construed to limit the Authority s rights pursuant to Article 8.03, Remedies in the Event of Default. General Guaranty. Neither Final Acceptance of the Implementation Phase of the System and Services or payment therefor, nor any The Authorities will not make this change. November 6, 2017 Page 12 of 22 Addendum 4

144 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Chapter 7 Risk of Loss, Liability, Indemnification and Warranties, Article 7.04 provision in this Agreement, nor partial or entire use of the System and Services by the Authority shall constitute Final Acceptance of the Implementation Phase of the Agreement and Services not performed in accordance with this Agreement or relieve the Contractor of liability for any express or implied warranties or responsibility for faulty materials or workmanship. Page 45 of page 458 Page 46 of page 459 Conditions, Chapter 8 Default, Damages and Remedies, Article 8.01 a) Conditions, Chapter 8 Default, Damages and Remedies, Article 8.01 b) Event of Default Event of Default a) An Event of Default shall mean an uncured material breach of this Agreement by the Contractor. Without limiting the generality of the foregoing and in addition to those instances referred to elsewhere in this Agreement as a breach, an Event of Default shall include the following: b) When, in the opinion of the Authority, reasonable grounds for uncertainty exist with respect to the Contractor s ability to perform the Services or any portion thereof, the Authority may request that the Contractor, within the time frame set forth in the Authority s request, provide adequate assurances to the Authority, in writing, of the Contractor s ability to perform in accordance with terms of this Agreement. Until the Authority receives such assurances, the Authority may suspend all payments to the Contractor. In the event that the Contractor fails to provide to the Authority the requested The Authorities will make this change. See Part B for Addendum item. The Authorities will not make this change. November 6, 2017 Page 13 of 22 Addendum 4

145 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) assurances within the prescribed time frame, the Authority may: i. treat such failure as a repudiation of this Agreement; ii. resort to any remedy for breach provided herein or at law or equity, including, but not limited to, taking over the performance of the Services or any part thereof either by itself or through others; Page 46 of page 459 Conditions, Chapter 8 Default, Damages and Remedies, Article 8.02 Notice of Default Chance to Cure, Termination iii. suspend the Contractor s performance hereunder. If, in the determination of the Authority, an Event of Default occurs, the Authority may so notify the Contractor ( Default Notice ) specifying the basis(es) for such default, and advising the Contractor that such default must be cured immediately or this Agreement with the Authority may be terminated. The Authority may, in its sole discretion, allow the Contractor to rectify the default to the Authority s reasonable satisfaction within thirtyfifteen (3015) Business Days. The Authority may grant an additional period to cure of such duration as the Authority shall deem appropriate without waiver of any of the Authority s rights hereunder, so long as the Contractor has commenced curing such default and is effectuating a cure with diligence and continuity during such thirtyfifteen (3015) day The Authorities will not make this change. November 6, 2017 Page 14 of 22 Addendum 4

146 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) period or any other period which the Authority prescribes... Page 46 of page 459 Conditions, Chapter 8 Default, Damages and Remedies, Article 8.03 a) Remedies in the Event of Default a) Upon the Contractor s default, the Authority, The Authorities will not make this change. or its designated representatives, shall have the right to immediately take possession of all applicable Equipment, Software and data, and the applicable facilities that house such items, and perform the New York Customer Service Center System Services required under this Agreement. The Authority shall also have the right to complete the Services with the Contractor s employees and/or its Subcontractors. The Authority, as part of its right to complete the Services, may, subject to the terms of this Agreement: take possession of and use any or all of the materials, plants, tools, Equipment, supplies and property of every kind, provided, purchased, maintained, leased, owned, or rented by the Contractor; and/or procure other materials, plant, tools, equipment, and supplies and may charge the Contractor and the Contractor shall be liable to the Authority for the expense of said labor, materials, plant, tools, equipment, supplies and property. Page 47 of page 460 Conditions, Chapter 8 Default, Actual Damages b) After commencement of Go-Live the Contractor shall reimburse the Authority for any revenue, which the Authority identifies as having been lost due to the fault of the Contractor. The Authority may choose, in its The Authorities will not make this change. November 6, 2017 Page 15 of 22 Addendum 4

147 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) Damages and Remedies, Article 8.04 b) sole discretion, to recover such lost revenue from the Contractor by deducting such amounts from payments otherwise due and owing from the Authority to the Contractor. Lost revenue includes, but is not limited to, such events as lost transactions; lost images; tolls that are not able to be collected upon due to delays in processing by the Contractor; Contractor-caused delays in escalation or customer notifications that exceed applicable regulatory or statutory requirements, and improper handling of transactions or Violations resulting in incorrect customer invoicing. Provided however, notwithstanding anything to the contrary, prior to any deduction, withhold or adjustment to Contractor s invoice under any Section of this Agreement, for a reasonable period of time Contractor shall have the right to attempt to recover any lost revenue by methods in accordance with applicable law and IAG rules and the Authority shall provide reasonable cooperation to the Contractor in those recovery efforts. Further, in calculating lost revenue any assessment shall be adjusted by the historical collection rate for the applicable transaction. c) The Contractor shall be responsible for any other costs incurred which are the result of its improper performance of these Services, including such things as special mailings to customers to notify them of a mistake in their November 6, 2017 Page 16 of 22 Addendum 4

148 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) monthly statements. The Contractor shall be responsible for all additional costs associated with any data or security breach, including but not limited to providing credit monitoring services to customers where the Contractor has negligently failed to comply with the express security requirements of this Agreement. Page 48 of page 461 Page 48 of page 461 Conditions, Chapter 8 Default, Damages and Remedies, Article 8.06 Conditions, Chapter 8 Default, Damages and Remedies, Article 8.08 No Damages for Delay Set-Off Rights (a) The Contractor agrees that it shall not make The Authorities will not make this change. any charges or claims for damages against the Authority for any delays or hindrances from any cause whatsoever, including acts or omissions of the Authority or any of its representatives or other contractors, during the progress of any portion of the Services provided pursuant to this Agreement. The Authority shall have rights of set-off. These The Authorities will not make this change. rights shall include, but not be limited to, the Authority s option to withhold for the purposes of set-off any monies due to the Contractor under this Agreement up to any amounts due and owing by the Contractor to the Authority with regard to this Agreement, or any other contract with the Authority, including any contract for a term commencing prior to the term of this Agreement, plus any amounts due and owing to the Authority for any other reason including, without limitation, monetary penalties, adjustments, fees, or claims for damages by the Authority and third parties in November 6, 2017 Page 17 of 22 Addendum 4

149 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) connection therewith. Page 49 of page 462 Page 53 of page 466 Liquidated Damages Conditions, Chapter 8 Default, Damages and Remedies, Article 8.09 Most Favored Customer Conditions, Chapter 10 Miscellaneous Article New Language (e) Notwithstanding anything to the contrary, in no event shall the liquidated damages assessed under this Agreement exceed ten percent (10%) of the planning phase price. The Authorities will not make this change. The Contractor agrees to treat the Authority as The Authorities will add the requested sentence at its most favored customer. The Contractor the end of the paragraph but will not make the represents that all of the prices, warranties, other requested changes. benefits and other terms being provided hereunder are equal to or better than the See Part B for Addendum item. terms being offered by the Contractor to any other customers under similar economic conditions and contractual terms and conditions including but not limited to warranties, benefits, schedule and quantities. If the Contractor provides Services to the Authority which it did not create specifically for the Authority and which it offers to its current customers, the Contractor represents that all of the prices, warranties, benefits and other terms associated with those Services are equal to or better than the terms being offered by the Contractor to its other customers. If, during the term of this Agreement, the Contractor enters into an agreement with any other customer providing such customer with more favorable pricesterms, the Contractor November 6, 2017 Page 18 of 22 Addendum 4

150 Request for Exception to NYCSC RFP Conditions Response to Request for Exception to Conditions (Form A-3) shall promptly notify the Authority and then this Agreement will be deemed appropriately amended to provide such terms to the Authority. The Contractor shall promptly provide the Authority with any refund or credits thereby created. For the avoidance of doubt, any adjustment in pricing under this Agreement shall only apply from the date the contract with the comparable pricing was effective. November 6, 2017 Page 19 of 22 Addendum 4

151 PART B: Addendum Items REVISIONS (Deletions are shown in red text strikeout mode and additions are in red text and underlined): 1., Conditions, Chapter 2, Time and Manner of Performance, Article 2.02 Contract Term on Page 2 of 125 (page 415 of 796 in original RFP PDF file). Modify as follows: ARTICLE 2.02 CONTRACT TERM The term of the Agreement is ten (10) years from Notice to Proceed, with one three (3) year option thereafter to be exercised at the sole determination of the Authorities which, if exercised, the Authority shall provide the Contractor no less than one hundred and twenty (120) day notice prior to the exercise. In addition, the Authorities shall have the right to exercise at their sole discretion, a 120-day extension to either the base Contract or any extension thereto. There are two Phases to the Project: the Planning Phase and the Phase. The Planning Phase will begin with Notice to Proceed and the Phase will begin concurrent with Go-Live of the NYCSC System. 2., Conditions, Chapter 3, Compensation for Services, Article 3.02 Invoice Adjustment for Non- Compliance with Performance Standards on Page 18 of 125 (page 431 of 796 in original RFP PDF file). Modify as follows: ARTICLE 3.02 INVOICE ADJUSTMENT FOR NON-COMPLIANCE WITH PERFORMANCE STANDARDS If in the performance of Services, the Contractor does not meet or exceed the Performance Requirements identified in the Scope of Work and Requirements and such performance is not due to a Non-Chargeable Failure as defined in Section Non-Chargeable Failures of Section 3, Scope of Work and Requirements, the Authority may reduce the amount it would otherwise pay Contractor for such Services pursuant to the invoice adjustments set forth in RFP Section 3, NYCSC Scope of Work and Requirements, Section 3 Performance Measures. The Authority shall have the right to deduct such invoice adjustments from any monies due or which may thereafter become due to the Contractor under this Agreement. 3., Conditions, Chapter 4, Software and System Operation, Article 4.01 Software Licenses on Page 22 of 125 (page 435 of 796 in original RFP PDF file). Modify as follows: ARTICLE 4.01 SOFTWARE LICENSES a) The Contractor shall Operate the System Software on behalf of the Authority based on the Software License provided to the Authority by the System Contractor. b) For any third-party Software provided by the Contractor, the Contractor shall provide to the Authority unlimited, perpetual, irrevocable, non-exclusive Licenses to use third- party Software to perform the New York CSC. The Contractor shall secure such Licenses from the providers of such third-party Software, and ensure that such Licenses are transferable to and assignable by the Authority. c) The Contractor may be required to sign a non-disclosure agreement with the System Contractor in a form acceptable to both the Authority and the Contractor related to the use of the System Software and will take all reasonable steps to expeditiously execute such agreement. 4., Conditions, Chapter 5, Insurance and Bond Requirements, Article 5.03 Performance and Payment Bond Requirements, item d) on Page of 125 (page of 796 in original RFP PDF file). Modify as follows: d) The Authorities retain their right in their sole discretion to require a Letter of Credit as additional security. Any Letter of Credit required by the Authority shall be continuously renewed, extended or replaced so November 6, 2017 Page 20 of 22 Addendum 5

152 that it remains in effect throughout the term of the Implementation or Maintenance Phase, as applicable. The Authority shall be authorized under the Letter of Credit to make one or more sight drawings thereon, upon certification to the issuing bank that an Event of Default by the Contractor hereunder has occurred. The Letter of Credit shall also permit a drawing thereon in the full stated amount thereof in the event that any required renewal, extension or replacement thereof is not made prior to 30 days of its expiration. The Letter of Credit shall serve as additional security for the performance of the Contractor s obligations, and in no event shall the existence of the Letter of Credit or the stated amount thereof be construed to cap, liquidate or otherwise modify or limit the amount of damages payable by the Contractor hereunder based on the occurrence of a Contractor event of default or other liability assumed by Contractor under this Agreement. 5., Conditions, Chapter 6, Proprietary Rights, Confidentiality, Ethics and Required Certifications, Article 6.01 Proprietary Rights, item b) on Page 34 of 125 (page 447 of 796 in original RFP PDF file). Modify as follows: b) The Authority shall also have all rights, title and interest in and to inventions, ideas, designs and methods developed by the Contractor and or any Subcontractors or Suppliers specifically for the Authority in the event the Authority purchases Equipment and/or Software ( Authority Owned Inventions ). Such Authority Owned Inventions shall include all specifications and other documentation related thereto. The Authority shall acquire all patent, copyright, trade secret, and other proprietary rights in Authority Owned Inventions. Accordingly, neither the Contractor nor its employees, agents, Subcontractors or Suppliers shall have any proprietary interest in such Authority Owned Inventions. Authority Owned Inventions may not be utilized, reproduced or distributed by or on behalf of the Contractor, or any employee, agent, Subcontractor, or Supplier thereof, without the prior written consent of the Authority, except as required for the Contractor s performance of Services pursuant to this Agreement. 6., Conditions, Chapter 8, Default, Damages and Remedies, Article 8.01 Event of Default, item a) on Page 45 of 125 (page 458 of 796 in original RFP PDF file). Modify as follows: a) An Event of Default shall mean an uncured material breach of this Agreement by the Contractor. Without limiting the generality of the foregoing and in addition to those instances referred to elsewhere in this Agreement as a breach, an Event of Default shall include the following: 7., Conditions, Chapter 10, Miscellaneous, Article Most Favored Customer on Page 53 of 125 (page 466 of 796 in original RFP PDF file). Modify as follows: ARTICLE MOST FAVORED CUSTOMER The Contractor agrees to treat the Authority as its most favored customer. The Contractor represents that all of the prices, warranties, benefits and other terms being provided hereunder are equal to or better than the terms being offered by the Contractor to any other customers. If the Contractor provides Services to the Authority which it did not create specifically for the Authority and which it offers to its current customers, the Contractor represents that all of the prices, warranties, benefits and other terms associated with those Services are equal to or better than the terms being offered by the Contractor to its other customers. If, during the term of this Agreement, the Contractor enters into an agreement with any other customer providing such customer with more favorable terms, the Contractor shall promptly notify the Authority and then this Agreement will be deemed appropriately amended to provide such terms to the Authority. The Contractor shall promptly provide the Authority with any refund or credits thereby created. For the avoidance of doubt, any adjustment in pricing under this Agreement shall only apply from the date the contract with the comparable pricing was effective. November 6, 2017 Page 21 of 22 Addendum 5

153 Please ensure that receipt of this Addendum is acknowledged on Form A-10 of the solicitation. Sincerely, Zulema B. Robinson Director, ITS Projects November 6, 2017 Page 22 of 22 Addendum 5