Brooklyn Navy Yard Building 77

Development Corporation 141 Flushing Ave, Suite 801

[Link] Brooklyn, NY 11205

REQUEST FOR PROPOSALS

SHUTTLE BUS TRANSPORTATION SERVICES
Contact Information:
MIGUEL FELICIANO
DIRECTOR OF TRANSPORTATION
MFELICIANO@[Link]
718.907.5909

A. EXECUTIVE SUMMARY
The Brooklyn Navy Yard Development Corporation (“BNYDC”) is issuing this Request for Proposals
(this “RFP”) to seek proposals (“Proposals”) from entities (“Respondents”) interested in providing
shuttle bus and related transportation services for the Brooklyn Navy Yard (the “Yard”), as
described in more detail in Section E hereto (the “Services”). The anticipated contract term for the
performance of the Work is for three (3) years with two (2) one (1) year extension options,
exercisable at BNYDC’s sole discretion.
Locally Based Enterprises (“LBEs”) and Minority and Women-owned Businesses (“M/WBEs”) are
encouraged to respond to this RFP.
This RFP contains the following:
A. Executive Summary
B. Pertinent Dates
C. BNYDC Background
D. Work Background Information and Context
E. Scope of Transportation Services
F. Proposal Submission Requirements
G. Proposal Administration
H. Selection Process
I. Miscellaneous Conditions
J. Exhibits
a. Declaration of Understanding
b. Confirmation of PASSPort Compliance
c. Doing Business Data Form
d. Vendor Information Form
e. Form of Contract
f. Vendor Qualification Form
g. Reference Form
h. Cost Proposal Form
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

B. PERTINENT DATES
1. A mandatory pre-submission conference will be held at BNYDC on March 11, 2025, at BNYDC’s
offices, 141 Flushing Avenue, Suite 801, Brooklyn, NY 11205.
2. All Respondents who plan to attend should contact Miguel Feliciano via email
(mfeliciano@[Link]) to provide names of attendees and email addresses so that attendees
can receive a visitor barcode for entry into the Yard.
3. All questions are due no later than 12:00pm on March 18, 2025.
4. All Proposals are due no later than 12:00pm on April 18, 2025
5. BNYDC anticipates conducting interviews, if any, by May 23, 2025.
6. BNYDC anticipates awarding a Contract on or about June 6, 2025.
7. BNYDC anticipates the Work will start on or about January 1, 2026.

C. BNYDC BACKGROUND
BNYDC is a not-for-profit corporation that serves as the real estate developer and property
manager of the Yard on behalf of its owner, the City of New York (the “City”). The 300-acre
industrial park on the Brooklyn waterfront is home to over 550 businesses employing more
than13,000 people and generates over $2.5 billion per year in economic impact for New York City.
BNYDC’s mission is to fuel New York City’s economic vitality by creating and preserving quality
jobs, growing the City’s modern industrial sector and its businesses, and connecting the local
community with the economic opportunity and resources of the Yard.

D. WORK BACKGROUND INFORMATION AND CONTEXT

From 1999 through 2019, BNYDC managed and operated its own shuttle service. In 2016, as
activity in the Yard began to dramatically increase, BNYDC revamped the system to provide more
efficient and reliable last-mile transportation connections for its employees, tenants, and guests.
The shuttle service operates on a fixed schedule along two designated routes, serving two key
routes: Atlantic Terminal (Downtown Brooklyn) and High and York Streets (DUMBO). In 2019,
BNYDC successfully outsourced the shuttle services operation and is currently seeking qualified
Respondents to continue to provide the shuttle service and meet the demands of BNYDC’s
expanding workforce and tenant base.

E. SCOPE OF WORK
BNYDC is seeking proposals from qualified Respondents for comprehensive transportation
services, including scheduled BNY Shuttle Services, Navy Yard tours and Special trips (collectively,
the “Transportation Services”). The Transportation Services are essential for connecting the Navy
Yard to nearby subway stations, facilitating in-Yard transit, and accommodating events and tours.
The selected Respondent will operate under a three-year contract starting on January 1, 2026,
with the option for BNYDC to extend the contract for two (2) one (1) year periods.

A. Shuttle Bus Service Operations

 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

The Selected Respondent shall provide the Transportation Services utilizing (i) six (6) Grande West
Vicinity buses owned by BNYDC and further described in the Equipment Lease attached as Exhibit
L of the Form of Contract (the “Owned Buses”) and (ii) a sufficient number of supplemental buses
(the “Spare Buses”) to be provided by the Selected Respondent to properly and timely provide
such Transportation Services. The Selected Respondent will insure and operate all of the Owned
and Spare Buses (collectively, the “Buses”).

All Buses must comply with the Bus Specifications set forth in Exhibit I of the Contract (the “Bus
Specifications”). The Selected Respondent shall provide the number of Spare Buses as necessary
for the successful operation of the Transportation Services. All Buses shall be in compliance with
the Americans with Disabilities Act, with space to accommodate and safely secure at least one (1)
wheelchair and seating for at least forty-two (42) passengers, while also allowing room for
standing passengers. At all times during the term of the Contract, regardless of whether any or all
of the Owned Buses have become nonoperational or require replacement, the Selected
Respondent acknowledges and agrees to maintain (including replacing if necessary) at least six (6)
Buses that are fully-branded with BNYDC’s current branding and meet the Bus Specifications, or
are reasonably acceptable and received prior written approval from BNYDC.

The Selected Respondent will enter into an Equipment Lease Agreement with BNYDC to operate
the six (6) Owned Buses, assuming responsibility for all costs associated with their maintenance,
insurance, and general upkeep.

I. Maintenance, Repair, and Service Ready Condition

The Selected Respondent shall:
• Maintain Buses: Ensure the Buses are in good condition, capable of safe operation, and
compliant with Bus Specifications, including operational passenger features such as
heating/air conditioning and GPS.
• Cleanliness: Maintain the Buses in a clean and sanitary condition.
• Service Ready Condition: Ensure the Buses remain in Service Ready Condition at all times.
Service Ready Condition shall have the following meaning:
o The Buses shall have no discernible condition that would be likely to prevent the safe
operation of the vehicles.
o Interior and exterior of the Buses are clean and debris-free and are cleaned at least
once a week.
o Fully operational heating/air conditioning and ADA-accessible equipment.
o All accessory equipment (e.g., fire extinguishers, first aid kits) are functional,
complete, and suitable for use.
• Repair and Replacement: Repair or replace in accordance with the following conditions:
o Accidents: Timely repair of damaged buses and utilization of an approved Spare Bus
until repairs are complete. The repairs must be completed by date agreed upon by
BNYDC and the Selected Respondent. If a BNYDC-owned bus is declared a total loss by
BNYDC, a comparable vehicle must replace it.
o Mechanical Issues: Replace damaged components with stock replacements meeting
Bus Specifications.
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

o Replacement Vehicles: Provide a comparable replacement if a new bus is required or

monetary compensation at the market value of the bus at the time of its loss ensuring
efforts to acquire the new vehicle promptly.

II. Branding and Equipment Installation

• Branding:
o Overview:
 BNYDC will provide and oversee the design and installation of vinyl graphics or
magnetic branding at its cost.
 The Selected Respondent shall transport buses as needed (within a 50-mile
radius of the storage area) for branding application, with associated costs
billed separately as a “Special Trip.”
o Restrictions on Signage and Advertising: The Selected Respondent may not place any
decals, signs, or markings on Buses without prior written approval from BNYDC.
o Materials Distribution: The Selected Respondent may only put pre-approved content
in the brochure racks on the buses, if applicable.
o Advertising Rights: The Selected Respondent has no right to install or manage
advertising on the Buses.
• Equipment Installation:
o BNYDC will provide and install GPS systems and ID card/barcode readers.
o The Selected Respondent shall schedule and facilitate timely installation, with
transportation costs also billed as a Special Trip.

III. Registration and Insurance

The Selected Respondent shall handle the registration and insurance of the Buses in accordance
with the requirements in Exhibit C of the Form of Contract.

IV. Fueling
The Selected Respondent shall:
• Be responsible for fueling the buses.
• Include fuel costs in monthly invoices for reimbursement, supported by valid receipts.
• Ensure reimbursement requests are made within two months of purchases.

V. Other
• Compliance and Inspections:
o Safety Rules: The Selected Respondent shall ensure compliance with all New York
State Department of Transportation (DOT) safety rules, procedures, audits, and
inspections for public transportation vehicles.
o BNYDC Discretion: BNYDC may determine the suitability of a bus for service and cause
it to be removed for inspection, cleaning, or repair as necessary.
• Use Restrictions
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

o Service Exclusivity: The Selected Respondent shall use the Owned Buses exclusively
for Shuttle Service, except with prior written authorization from BNYDC.
o Spare Buses: Spare Buses not permanently branded may be used for other lawful
purposes, provided such use does not interfere with the Work and Temporary or
magnetic branding is removed prior to non-Shuttle use.
o Permanently Branded Buses: Buses with permanent BNYDC vinyl wraps are restricted
to the BNY Shuttle Services, as discussed in further detail below, and cannot be used
for non-BNYDC revenue purposes.

Transportation Services
I. BNY Shuttle Service
The Selected Respondent shall provide the BNY Shuttle Service, which is a last-mile transportation
solution connecting the Brooklyn Navy Yard (the “Yard”) to nearby subway stations. Presently, it
operates on two established routes, adhering to a set schedule throughout weekdays from 5:00 AM to
10:30 PM, excluding New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day and at a reduced schedule on Martin Luther King Jr. Day, the day after Thanksgiving
and Christmas Eve. The BNY Shuttle Service does not currently operate on weekends.

The BNY Shuttle Service is priced on an hourly basis, factoring in all operating costs except for fuel
which is a pass through expense that should be included with the monthly invoices for
reimbursement, supported by valid receipts. Since the BNY Shuttle Service is a critical piece of
infrastructure for BNYDC and the Navy Yard, the Form of Contract will include performance standards
tied to incentives and penalties, detailed in Exhibit K of the Contract Form.

The routes are as follows:

• DUMBO Loop (blue route): Connects the Yard to the F subway station (York Street) and the
A/C subway station (High Street). This route includes six (6) stops within the Yard, totaling
eight (8) stops. This route is approximately 3.3 miles round trip.
• Atlantic Terminal Loop (green route): Connects the Yard to the G subway stations (Fulton
Street and Clinton/Lafayette) and provides access to the 2, 3, 4, 5, B, D, N, Q, and R subways,
as well as the Long Island Railroad at Atlantic Terminal. This route includes four (4) stops
within the Yard, totaling six (6) stops. This route is approximately 4 miles round trip.

Scheduled headways for both routes are as follows:

• Peak hours (6:30 AM–10:30 AM and 4:30 PM–7:30 PM): 10-minute intervals.
• Mid-day hours (10:30 AM–4:30 PM): 15-minute intervals.
• Off-peak hours (5:00 AM–6:30 AM and 7:30 PM–10:30 PM): 30-minute intervals.

Strict adherence to the designated routes and schedules is a material obligation under this contract.
Boarding and disembarking will be limited to designated stops unless otherwise directed by BNYDC.
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

Figure 1: Blue line indicates the Dumbo Route, and the Green Line indicates the
Atlantic Terminal Route

II. Navy Yard Tours

The Selected Respondent will also provide Navy Yard Tours for on-site events, which may include visits
to locations of interest within the Yard.
• Scheduling: BNYDC will provide a minimum of 48 hours’ notice, but the Selected Respondent
may waive this requirement.
• Details Provided by BNYDC: Time, passenger capacity, itinerary, and duration.
• Requirement: Tours will not disrupt the Standard Shuttle Operating Schedule.

Tours typically last two (2) to four (4) hours, and passenger capacity requirements will vary by event.

III. Special Trips

The Selected Respondent will also provide Special Trips, which are flexible transportation services for
events requiring travel outside the Yard.
• Scheduling: BNYDC will provide a minimum of 48 hours’ notice, but the Selected Respondent
may waive this requirement.
• Customization: BNYDC may request specific vehicle types or features, and the Selected
Respondent will use good faith efforts to accommodate these requests.
• Details Provided by BNYDC: Time, passenger capacity, route, and duration.
Special Trips will vary in duration and passenger capacity, and the Selected Respondent’s ability to
provide diverse vehicle options will be advantageous.
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

Both Tours and Special Trips will be priced separately on an hourly basis, which should include
estimated fuel costs. Respondents should include their proposed prices for Navy Yard Tours and
Special Trips in their RFP responses. The Selected Respondent will be given special consideration if
they can offer diverse vehicle options that meet varying capacity requirements for these services.

IV. Adjustments to Transportation Services

Procedure Modifications
The Selected Respondent shall comply with procedures established from time to time by BNYDC with
respect to the operation of the Transportation Services.

Service Modifications
The Selected Respondent acknowledges that BNYDC may, at its sole discretion and at any time during
the Term, adjust operating hours, days of operation, Routes, trip frequencies, Schedules, and other
aspects of the BNY Shuttle Service. Upon receipt of a replacement Schedule I to the Contract, the
Selected Respondent shall promptly implement the changes. BNYDC will endeavor to provide:
• A minimum of fifteen (15) days’ written notice for changes resulting in an increase or decrease
in operating hours or days of operation.
• At least 24 hours’ notice for minor adjustments to the BNY Shuttle Service.

Emergency Adjustments
The Selected Respondent shall comply with immediate service changes as directed by BNYDC in the
event of emergencies, such as extreme weather, road closures, security precautions (e.g., presidential
or dignitary visits), or other governmental purposes.
• BNYDC will strive to provide at least twelve (12) hours’ notice for emergency changes
whenever possible.

Obligation to Adjust Staffing and Schedules

The Selected Respondent shall make all necessary adjustments to schedules, staffing, and operations
to comply with any changes directed by BNYDC.
• Inclement Weather: The Selected Respondent is expected to maintain the BNY Shuttle Service
during inclement weather unless explicitly directed otherwise by BNYDC.
• Compensation for Cancellations: In the event BNYDC cancels work due to inclement weather,
emergencies, or safety concerns, the Selected Respondent may invoice BNYDC for fifty
percent (50%) of the daily charges for each canceled workday.

Condition of Route
The Selected Respondent acknowledges that BNYDC makes no representations regarding the
condition of any Route. The closure of any route, road, or way—whether temporary or permanent—
by BNYDC, the City, or other governmental authorities or other entity shall not reduce or diminish the
Selected Respondent’s obligations under this Contract. In such instances, the Selected Respondent is
required to follow the re-routing directions provided by BNYDC to ensure continued service.
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

Reporting
I. Accident Reporting
The Selected Respondent will ensure comprehensive and timely communication with BNYDC
regarding any incidents or accidents that may occur during the operation of Transportation Services.
• Immediate Notification of Incidents: The Selected Respondent must ensure that the manager
on duty immediately notifies BNYDC within thirty (30) minutes of any of the following
incidents:
o Accidents or Injuries: Collisions involving a vehicle and another vehicle, person, or
object, or any passenger accident (e.g., falls while entering, occupying, or exiting the
vehicle).
o Assaults or Disturbances: Any passenger disturbances, altercations, assaults,
misconduct, or illness.
o Property Damage: Any acts of vandalism, or other circumstances resulting in
significant property damage.
o Passenger Complaints Related to Safety or Claims: Complaints involving potential
injury, property damage, or any unusual occurrences that could lead to a claim.
o Note: BNYDC will provide the Selected Respondent with contact information for
designated representatives who will be available at all times to receive these
notifications.
• Notification for Bus Maintenance or Minor Damages: For incidents involving minor damage
to the vehicle—such as liquid spills on a seat, a broken seat, a malfunctioning ID system, or
heating problems—the Selected Respondent must notify BNYDC within twenty-four (24)
hours. This notification must include detailed information to enable BNYDC to take timely
corrective action.
• Written Reporting Requirements:
o 24-Hour Incident Report: The Selected Respondent must file a written report with
BNYDC within twenty-four (24) hours of any incidents described in this section. The
report must provide a detailed account of the event. This report is in addition to the
immediate notification to BNYDC representatives.
o DMV Accident Report: For incidents resulting in personal injury or property damage
with a potential to exceed $1,000, the Selected Respondent must:
 File a completed incident or accident report with the New York State
Department of Motor Vehicles (DMV) on the appropriate forms within forty-
eight (48) hours.
 Submit a copy of the completed report, including all relevant forms, to
BNYDC.
o Insurance Notification: The Selected Respondent is responsible for notifying their
insurance carrier as required by the applicable policy. A copy of this notification must
be submitted to BNYDC.
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

o Note: The Selected Respondent is responsible for maintaining records of all

notifications and written reports. Failure to adhere to these requirements may be
deemed a breach of contract.
II. Operational and Performance Reporting
The Selected Respondent shall fulfill the following performance reporting requirements to
ensure transparency, accuracy, and operational efficiency in the Transportation Services
management:
1. Daily Records and Reporting:
o Maintain a daily record noting, by time and date, all instances of unusual events and
documenting the nature and outcome of communications with BNYDC
representatives.
o Submit complaints, suggestions, or observations as to the Transportation Service by
any user of the Transportation Service, except for complaints that require immediate
notification.
o Provide BNYDC with a morning report summarizing the daily record, including
passenger counts and any incident reports as outlined in Section L of this Exhibit A.
2. Operational Analysis and Recommendations:
o Analyze operational activities to identify areas for service improvements.
o Submit monthly recommendations and suggestions for BNYDC's consideration in cases
where BNYDC action is required.
3. Preventive Maintenance Reporting:
o Provide detailed monthly reports to BNYDC on all preventive maintenance and service
actions performed on BNYDC-owned buses, including timelines and outcomes.
4. BNYDC Review and Feedback:
o BNYDC will review each report within one (1) week of receipt and will provide a
response that includes:
 Agreement with the report’s contents,
 Disputes with substantiating documentation,
 Additions to the report about incidents occurring during the reporting period.
o BNYDC’s response will also outline any penalties to be imposed on the Selected
Respondent, as per Exhibit K of the Contract.
5. Data Review and Service Improvement:
o Review all records and reports to identify and correct errors. Implement findings to
enhance the efficiency and reliability of the BNY Shuttle Service
6. Statistical Data Compilation:
o Compile and submit statistical data, such as ridership figures, in the format and within
reasonable timeframes established by BNYDC.

Personnel Requirements
I. Overview
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

The Selected Respondent shall:

• Hire, assign, and retain bus operators (the “Drivers”), supervisory personnel, and other staff
required for all Transportation Services.
• Ensure all Drivers, at all times, maintain applicable required driver licenses are in good
standing with such licenses.
• Ensure that all personnel comply with BNYDC requirements under the Contract and
applicable laws, rules, and regulations.
• Schedule personnel to ensure they are in compliance with all the obligations under the
Contract.

II. Discipline and Removal of Personnel

The Selected Respondent shall:
• If BNYDC adheres to all procedures outlined in the section titled BNYDC Rights and
Responsibilities, the Selected Respondent must remove a driver within forty-eight (48) hours
on weekdays and seventy-two (72) hours on weekends. The Selected Respondent is also
required to promptly replace the driver to ensure there is no disruption to the Transportation
Services.
• Discipline their personnel for their failure to comply with the Selected Respondent’s policies
and practices and the obligation due under the Contract.
• Maintain discipline and historical records of all personnel.

III. Training and Testing

The Selected Respondent shall:
• Ensure all Drivers receive Yard-based training from BNYDC prior to providing the
Transportation Services.
• Provide a copy of the Selected Respondent’s existing training program provided to Drivers.

IV. Customer Service

The Selected Respondent shall ensure that all Drivers comply with the following customer service
standards:
• Buses must make full stops, pause, and then proceed if no passengers are boarding or exiting.
• Drivers must comply and not exceed the posted speed limits, and all other traffic signs and
requirements.
• Assistance must be provided to any passenger needing help to board or disembark.
• Interior lighting must be used during night boarding or in low-light conditions for passenger
safety.
• Drivers may not impose or collect fares. Soliciting or accepting tips or gratuities is strictly
prohibited and will result in removal from service
• Drivers must remain courteous to passengers at all times.
• Personal electronic devices are prohibited while operating the bus, except for contractor-
provided communication devices used only for job-related purposes.
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

• At route termination after discharging passengers, Drivers must inspect vehicles, and remove
debris.
• The Selected Respondent shall tag any items left by passengers, including the date and
location where they were found, and promptly deposited in designated lost and found section
identified by BNYDC.

V. Performance Standards
The Selected Respondent shall:
• comply with the performance standards tied to incentives and penalties, detailed in Exhibit K
of the Contract Form.
• Be solely responsible for paying or disputing any fines, tickets, or penalties incurred during
Transportation Services. The Selected Respondent may also dispute any tickets or fines it
believes were wrongfully assessed, provided it must pay any such amounts owed if its dispute
proves unsuccessful.
• Adhere to all BNYDC procedures related to the Transportation Servies.

BNYDC’s Rights and Responsibilities

• Designated Points of Contact: Provide a contact person during regular business hours to
address routine questions and concerns and a contact person for 24/7 for emergencies.
• Schedules, Routes, and Guidelines: Determine all schedules, routes, customer service
guidelines, procedures, and any modifications to these elements.
• Service Monitoring and Feedback: Monitor the Selected Respondent's service delivery and
provide timely feedback to ensure compliance and quality.
• Signage Content: Supply all necessary content for signage related to services.
• Approval of Informational and Promotional Materials: Retain sole discretion to review and
approve any informational or promotional materials for distribution or display on buses.
• Control of Advertising: Maintain exclusive control over advertising within and on buses,
including the collection of advertising revenue.

F. PROPOSAL SUBMISSION REQUIREMENTS

Each Respondent to this RFP must submit its Proposal on or prior to the Proposal Deadline
following the submission procedure set forth in this RFP.

The Proposal must include:

1. Vendor Qualification Form in the form of Exhibit F attached hereto.
2. References: List three (3) references that Respondent has provided similar shuttle services
in the form of Exhibit G attached hereto. This list should include at least two active client
references. Please include company name, contact name, email address, and phone
number.
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

3. Cost Proposal Sheet in the form of Exbibit H attached hereto

4. Snow Day Preparedness Plan: The plan must detail the procedures and measures the
Selected Respondent will implement to ensure the safe and efficient operation of shuttle
services during snow and severe weather conditions. The Snow Day Preparedness Plan
shall include, at a minimum, the following:
a. Bus Preparation Measures: A detailed explanation of how buses will be prepared
for snow conditions, including the use of snow chains, tire checks, and any
additional safety equipment or modifications required.
b. Communication Protocols: Procedures for maintaining clear and timely
communication with BNYDC regarding service adjustments, delays, cancellations,
or other issues related to snow or severe weather. This includes identifying key
personnel responsible for providing updates to BNYDC.
c. Employee Preparedness: Training and instructions provided to drivers and staff
for operating vehicles and managing passenger safety during snow and severe
weather conditions.

In addition to the information described above, Respondent’s Proposal must include:

• Declaration of Understanding (attached as Exhibit A hereto)
• Confirmation of PASSPort compliance (attached as Exhibit B hereto)
• Doing Business Data Form (attached as Exhibit C hereto)
• Vendor Information Form (attached as Exhibit D hereto)
• Acknowledged receipt of any Addendum to this RFP by attaching a signed copy of the
Addendum to Respondent’s Proposal.
• If a Respondent desires any material or substantive change(s) to the form of Contract
(attached as Exhibit E hereto), Respondent must include any such proposed change(s) in
its response to this RFP.

G. PROPOSAL ADMINISTRATION
1. Pre-Submission Conference:
A mandatory Pré-submission conference will be held on March 11, 2025 at BNYDC’s offices,
141 Flushing Avenue, Suite 801, Brooklyn, NY 11205. Attendance at the mandatory pre-
submission conference is a condition precedent to BNYDC acceptance of a Proposal.
Therefore, if you have not attended the mandatory pre-submission conference, do not submit
a Proposal.

2. Inquiries:
Any questions or explanation desired by Respondents regarding the meaning or interpretation
of this RFP must be emailed and received by BNYDC no later than 12:00pm on March 18, 2025.
BNYDC will evaluate the need to respond to inquiries. No verbal responses will be provided,
and any information given to a prospective Respondent will be furnished to all
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

prospective Respondents as an addendum to the RFP (an “Addendum”). All questions must be
directed to:
Miguel Feliciano
Director of Transportation
Brooklyn Navy Yard Development Corporation
Mfeliciano@[Link]

3. Submission Deadline:
Respondents shall deliver the proposal via email on or before 12:00pm on April 18, 2025 (the
“Proposal Deadline”). Any Proposal received after the Proposal Deadline will be considered
for evaluation solely at the discretion of BNYDC. Proposals shall be delivered to:
Miguel Feliciano
Director of Transportation
Brooklyn Navy Yard Development Corporation
Mfeliciano@[Link]

4. Addenda:
Receipt of an Addendum to this RFP must be acknowledged by attaching a signed copy of the
Addendum to the Proposal. Any Addendum shall become a part of the requirements for this
RFP.

H. SELECTION PROCESS
Proposals shall be evaluated based on the requirements set forth in the RFP. Selection of the
Selected Respondent will be at the discretion of BNYDC and will be based on the proposal that the
BNYDC deems to be the most responsive and responsible and serves the best interests of the
BNYDC. Proposals will be reviewed by a selection committee and will be evaluated based on the
following criteria which are listed in descending order of importance:
• Contract Price/Cost Proposal Sheet
• Respondent’s Qualification
• Respondents’ existing infrastructure: (vehicle, drive capacity, proximity to the Yard)
• Quality of proposals and understanding of Buses needed for the Transportation Services.
• References and Vendor Information Form

Upon selection, the successful Respondent must execute a Contract for the Work substantially in
the form attached hereto as Exhibit E (the “Contract”). If a Respondent desires any material or
substantive change(s) to the Contract, it must include any such proposed change(s) in its response
to this RFP. The contents of the selected Proposal, together with this RFP and any formal
questions and answers provided during the Proposal processes, may be incorporated into any final
Contract at BNYDC's discretion. The anticipated Contract length is three (3) years with two (2) one
(1) year extension option, exercisable at BNYDC’s sole discretion.
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

I. MISCELLANEOUS CONDITIONS
1. Non-binding Acceptance of Qualifications: This RFP does not commit BNYDC to award a
contract for any work or services described herein.
2. Incurring Costs: BNYDC is not liable for any costs incurred in the preparation of a response to
this RFP.
3. Modifications: Respondents may be asked to make such revisions, additions or deletions to
their Proposals as may be required by BNYDC.
4. Reserved Rights: All Proposal material submitted becomes the property of BNYDC and BNYDC
reserves the right at its sole discretion to:
a. Reject any and all Proposals received in response to this RFP at any time prior to signing of
a contract with respect to the Work;
b. Award a contract to other than the lowest fee Respondent;
c. Waive, modify or correct any irregularities in Proposals received, after notification to the
Respondent;
d. Change the structure of the proposed fee, if such is in the interest of BNYDC;
e. Negotiate the final scope, staff participation, and fee before entering into contract with
successful Respondent;
f. Revise the fee as BNYDC may require subsequent to receipt of a competitively bid
proposal for the Work;
g. Extend the time for submission of all Proposals after notification to all prospective
Respondents;
h. Terminate negotiations with a selected Respondent and select the next most responsive
Respondent, or take such other action as deemed appropriate if negotiations fail to result
in a signed contract within a reasonable amount of time from the commencement of
negotiations;
i. Terminate or modify the RFP process at any time and reissue the RFP;
j. Approve or reject any sub-consultants proposed by the Respondent; and
k. Request a change of any sub-consultant at any time in the contract process.
5. Contractual Requirements:
a. Any Respondent awarded a contract as a result of this RFP process will be required to sign
a Contract substantially in the form as attached hereto as Exhibit E, except as otherwise
provided for in this RFP.
b. Any information which may have been released verbally or in writing prior to the issuance
of the RFP shall be deemed preliminary in nature and bind neither BNYDC nor the
Respondent.
c. Any Respondent awarded a contract as a result of this RFP will be required to obtain
clearance through the City’s Procurement and Sourcing Solutions Portal (“PASSPort”).
PASSPort moves the VENDEX process online, eliminating paper submissions. Since
PASSPort clearance is a pre-requisite to BNYDC’s award of a contract, Respondents are
required to be registered and up-to-date in PASSPort prior to submitting their response to
this RFP and to include their PASSPort identification number with submission of their
Proposal. Non-compliance with these submission requirements shall result in the
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

disqualification of the Proposal and/or the Respondent and/or the cancellation of any
contract after its award.
d. Notice to Vendors: Pursuant to Local Law 34 of 2007, amending the City's Campaign
Finance Law, the City is required to establish a computerized database containing the
names of any "person" that has "business dealings with the city" as such terms are
defined in the Local Law. In order for the City to obtain necessary information to establish
the required database, vendors responding to this solicitation are required to complete
the Doing Business Data Form attached as Exhibit C hereto and return it with this
proposal. (If the responding vendor is a proposed joint venture, the entities that comprise
the proposed joint venture must each complete a Data Form.) If the City determines that
a vendor has failed to submit a Data Form or has submitted a Data Form that is not
complete, the vendor will be notified by the agency and will be given four (4) calendar
days from receipt of notification to cure the specified deficiencies and return a complete
Data Form to the agency. Failure to do so will result in a determination that the proposal
is non-responsive. Receipt of notification is defined as the day notice is e-mailed or faxed
(if the vendor has provided an e-mail address or fax number), or no later than five (5) days
from the date of mailing or upon delivery, if delivered.

BNYDC appreciates your interest in this RFP and looks forward to receiving
your Proposal.
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

EXHIBIT A
DECLARATION OF UNDERSTANDING

DECLARATION OF UNDERSTANDING
By signing in the space provided below, the undersigned certifies that the Respondent (i) has read and
understands the scope and requirements of the Work, as described in the [RFEI/RFP] and all
attachments; (ii) has the capacity to execute the Work, (iii) agrees to accept payment in accordance
with the requirements of this [RFEI/RFP] [and the standard Contract, attached hereto as Exhibit E,]
[and (iv) will, if its Proposal is accepted, enter into the attached Contract with the Brooklyn Navy Yard
Development Corporation].

The undersigned further stipulates that the information in his/her Proposal is, to the best of his/her
knowledge, true and accurate.

Authorized Signature, Title Date

Consultant Firm

Business Address

City State Zip

Telephone Number Fax Number

Federal Tax Identification Number

[ ] Corporation [ ] Partnership
[ ] Individual [ ] Other (State)

(Seal, if a Corporation)
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

EXHIBIT B
CONFIRMATION OF PASSPORT COMPLIANCE

CONFIRMATION OF PASSPORT COMPLIANCE

The Respondent shall submit this Confirmation of PASSPort Compliance, which replaces VENDEX, and
shall include its PASSPort identification number. All VENDEX processes are now completed in the
PASSPort Portal, this replaces the paper forms. Please register and complete new questionnaires as
soon as possible. PASSPort will not be importing any information from VENDEX. The main purpose of
PASSPort is to be a completely paperless interactive system.

Please access to the [Link] PASSPort website thru the link below:
[Link]
Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

EXHIBIT C
DOING BUSINESS DATA FORM
 Doing Business Data Form
Real Property Transactions
To be completed by the City agency prior to distribution Agency Transaction ID
Check One Transaction Type (check one)
 Competative Solicitation (P)  Application or Award (A)  Acquisition (ACQ)  Disposition (DIS)  Leasing to City (LES)  Leasing From City (LOR)

Any entity participating in a transaction for the acquisition or disposition of real property with the City of New York must complete a Doing Business Data Form (see Q&A
sheet for more information). Please either type responses directly into this fillable form or print answers by hand in black ink, and be sure to fill out the certification box
on the last page. Submission of a complete and accurate form is required for a proposal to be considered responsive or for any entity to receive an award or
enter into an agreement.
This Data Form requires information to be provided on principal officers, owners and senior managers. The name, employer and title of each person identified on the
Data Form will be included in a public database of people who do business with the City of New York, as will the organizations that own 10% or more of the enitity. No
other information reported on this form will be disclosed to the public. This Data Form is not related to the City's PASSPort registration or VENDEX requirements.
Please return the completed Data Form to the City office that supplied it. Please contact the Doing Business Accountability Project at
DoingBusiness@[Link] or 212-788-8104 with any questions regarding this Data Form. Thank you for your cooperation.
If you are completing this form by hand, please print clearly.
Entity Information
Entity EIN/TIN Entity Name

Filing Status (Select One)

NEW: Data Forms submitted now must include the  Entity has never completed a Doing Business Data Form. Fill out the entire form.
listing of organizations, as well as individuals, with 10%
 Change from previous Data Form dated . Fill out only those sections that have
or more ownership of the entity. Until such certification
changed, and indicate the name of the persons who no longer hold positions with the entity.
of ownership is submitted through a change, new or
update form, a no change form will not be accepted.  No Change from previous Data Form dated . Skip to the bottom of the last page.

Entity is a Non-Profit  Yes  No

Entity Type  Corporation (any type)  Joint Venture  LLC  Partnership (any type)  Sole Proprietor  Other (specify)

Address

City State Zip

Phone E-mail
Provide your e-mail address in order to receive notices regarding this form by e-mail.
Principal Officers
Please fill in the required identification information for each officer listed below. If the entity has no such officer or its equivalent, please check "This position does not
exist." If the entity is filing a Change Form and the person listed is replacing someone who was previously disclosed, please check "This person replaced..." and fill in the
name of the person being replaced so his/her name can be removed from the Doing Business Database, and indicate the date that the change became effective.

Chief Executive Officer (CEO) or equivalent officer  This position does not exist
The highest ranking officer or manager, such as the President, Executive Director, Sole Proprietor or Chairperson of the Board.

First Name MI Last Birth Date (mm/dd/yy)

Office Title Employer (if not employed by entity)

Home Address

 This person replaced former CEO on date

Chief Financial Officer (CFO) or equivalent officer  This position does not exist
The highest ranking financial officer, such as the Treasurer, Comptroller, Financial Director or VP for Finance.

First Name MI Last Birth Date (mm/dd/yy)

Office Title Employer (if not employed by entity)

Home Address

 This person replaced former CFO on date

Chief Operating Officer (COO) or equivalent officer  This position does not exist
The highest ranking operational officer, such as the Chief Planning Officer, Director of Operations or VP for Operations.

First Name MI Last Birth Date (mm/dd/yy)

Office Title Employer (if not employed by entity)

Home Address

 This person replaced former COO on date

1/2018 For information or assistance, please contact the Doing Business Accountability Project at DoingBusiness@[Link] or 212-788-8104.
Principal Owners
Please fill in the required identification information for all individuals or organizations that, through stock shares, partnership agreements or other means, own or control
10% or more of the entity. If no individual or organization owners exist, please check the appropriate box to indicate why and skip to the Senior Managers section.
If the entity is owned by other companies that control 10% or more of the entity, those companies must be listed. If an owner was identified on the previous page,
fill in his/her name and write "See above." If the entity is filing a Change Form, list any individuals or organizations that are no longer owners at the bottom of this section.
If more space is needed, attach additional pages labeled "Additional Owners."
There are no owners listed because (select one):
 The entity is not-for-profit  The entity is an individual  No individual or organization owns 10% or more of the entity

Other (explain)

Individual Owners (who own or control 10% or more of the entity)

First Name MI Last Birth Date (mm/dd/yy)

Office Title Employer (if not employed by entity)

Home Address

First Name MI Last Birth Date (mm/dd/yy)

Office Title Employer (if not employed by entity)

Home Address

Organization Owners (that own or control 10% or more of the entity)

Organization Name
Organization Name

Organization Name

Remove the following previously-reported Principal Owners

Name Removal Date

Name Removal Date

Name Removal Date

Senior Managers
Please fill in the required identification information for all senior managers who oversee any of the entity's relevant transactions with the City (e.g., contract managers if
this form is for a contract award/proposal, grant managers if for a grant, etc.). Senior managers include anyone who, either by title or duties, has substantial discretion
and high-level oversight regarding the solicitation, letting or administration of any transaction with the City. At least one senior manager must be listed, or the Data Form
will be considered incomplete. If a senior manager has been identified on a previous page, fill in his/her name and write "See above." If the entity is filing a Change Form,
list individuals who are no longer senior managers at the bottom of this section. If more space is needed, attach additional pages labeled "Additional Senior Managers."

Senior Managers

First Name MI Last Birth Date (mm/dd/yy)

Office Title Employer (if not employed by entity)

Home Address

First Name MI Last Birth Date (mm/dd/yy)

Office Title Employer (if not employed by entity)

Home Address

First Name MI Last Birth Date (mm/dd/yy)

Office Title Employer (if not employed by entity)

Home Address

Remove the following previously-reported Senior Managers

Name removal date

Name removal date

Certification
I certify that the information submitted on these two pages and additional pages is accurate and complete. I understand that willful or fraudulent submission of a
materially false statement may result in the entity being found non-responsible and therefore denied future City awards.

Name Title

Entity Name Work Phone #

Signature Date
Please return this form to the City agency that supplied it to you, not to the Doing Business Accountability Project. Form /RP
Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

EXHIBIT D
VENDOR INFORMATION
FORM
30
Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

EXHIBIT E
FORM OF CONTRACT
 AGREEMENT
BETWEEN
[____________________________________]
AND
BROOKLYN NAVY YARD DEVELOPMENT CORPORATION
BNYDC CONTRACT NO. [_______]

This Agreement (the “Agreement”) is dated as of [__________ __] , 20__ (the “Effective
Date”) by and between [_____________________], located at [__________________________]
(“Contractor”) and BROOKLYN NAVY YARD DEVELOPMENT CORPORATION, a New
York not-for-profit corporation with a business address at Building 77, 141 Flushing Avenue, Suite
801, Brooklyn, New York 11205 (“BNYDC”).

WHEREAS, BNYDC desires to retain the services of Contractor to perform certain

services described on Exhibit A attached hereto and Contractor is willing to render such services
pursuant to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the promises contained herein and other good
and valuable consideration, the parties agree as follows:

1. Services. Contractor will render to BNYDC the services (the “Services”) set forth in
Exhibit A. Contractor shall furnish its best skill, judgment, business administration and
management in performing the Services and perform the Services in a manner so as to permit their
completion diligently and expeditiously in accordance with the highest professional standards.
Contractor’s performance under this Agreement shall be judged by standards typical of contractors
in the same or similar practice areas in the New York City Statistical Metropolitan Area
(“NYCSMA”). The Services shall not be amended without the prior written approval of BNYDC.
Contractor, at its own expense, shall secure all supplies, materials and equipment required to
perform and complete the Services. Contractor shall be solely responsible for the means and
methods and the safety and protection of all its employees and shall be liable for any injuries which
may occur to such employees due to the act, omission, negligence, fault or default of Contractor,
to the extent thereof.

2. Term. This term of this Agreement shall commence on [the date hereof] and expire on
[_________________, 20__] (“Termination Date”), unless extended to a later date or terminated
at an earlier date pursuant to the terms of this Agreement.

3. Renewal Term. BNYDC shall have two (2) options (each, a “Renewal Option”) to renew
the term of this Agreement for a period of one (1) year (each, a “Renewal Term”). BNYDC must
provide written notice to the Contractor of its election to extend the term no earlier than twelve
(12) months and no later than three (3) months prior to the then-applicable Termination Date. If
BNYDC fails to provide written notice of its election to exercise its Renewal Option at least three
(3) months prior to the Termination Date, the Contractor shall promptly provide BNYDC with a
notice that the term is expiring (the “Renewal Warning”). Upon receipt of the Renewal Warning,
BNYDC shall have ten (10) days to cure the Renewal Warning by notifying the Contractor in
writing of its intent to renew. During this cure period, the Contractor shall keep BNYDC’s
Renewal Option open and enforceable. Each Renewal Term shall be subject to the same covenants,
provisions, terms, conditions, and agreements set forth in this Agreement

4. Compensation. Contractor shall receive, as sole compensation for the full and timely
performance of all the Services hereunder, the amount set forth on Exhibit B attached hereto,
payable at such time(s) and in such manner as set forth on Exhibit B. Such payment shall be made
in accordance with the schedule set forth on Exhibit B, with full payment to be made promptly
after full performance of all Services and the delivery to BNYDC of all required deliverables.
Requisitions shall be in a form acceptable to BNYDC and shall be supported by all appropriate
and necessary documentation or other evidence relating to the amounts set forth in the Requisition,
as BNYDC may require including, but not limited to invoices, receipts and vouchers from
subcontractors and suppliers and where applicable, the time sheets and/or certified payroll reports
of Contractor’s staff. By virtue of making payments to Contractor, BNYDC shall not be deemed
to have released Contractor from any claim or liability, or to have waived any cause of action
arising from any breach of this Agreement. Upon acceptance by Contractor of the final payment,
Contractor agrees that it shall be deemed to have fully released BNYDC and the City from any
and all claims, demands and causes of action whatsoever which Contractor has or may have against
BNYDC or the City in connection with this Agreement and, upon the request of BNYDC, shall
execute a release to such effect.

5. Records, Audits, and Inspections. Contractor shall keep, and shall cause any subcontractors
or consultants under this Agreement to keep, records of the time spent in the performance of
Services hereunder by all persons for which and for whom billing rates will be the basis for
compensation under this Agreement, as well as records and receipts for fuel, and vehicles provided
and used hereunder. Notwithstanding any other provision of this Agreement, failure to comply
with this Section shall be a conclusive waiver of any right to compensation for such Services or
expenses as are otherwise compensable hereunder. BNYDC shall have the right to audit and
inspect Contractor’s records and those of Contractor’s subcontractors and consultants pertaining
to any compensation to be paid hereunder on three (3) days’ notice. These records shall be
maintained and retained by Contractor for a minimum of three (3) years after the Termination Date
or three (3) years after all audits, claims, litigation, or disputes involving this Agreement are
resolved, whichever is later.

6. Right to Cure and Remedies for Non-Performance. In the event that the Contractor fails to
perform any of its responsibilities hereunder, and such failure continues for ten (10) days after
written notice from BNYDC, BNYDC shall have the right, but not the obligation, to perform such
work using its own properly licensed staff or other contractors. The costs incurred by BNYDC in

2
performing such work shall be charged to the Contractor. This remedy shall be in addition to any
other rights or remedies available to BNYDC under this Agreement (including, without limitation,
those set forth in the Incentives and Penalties Chart attached hereto as [Exhibit __] or under
Applicable Law.

7. Right of Offset. Notwithstanding any other provision of this Agreement, BNYDC shall
have the right, at any time during the term of this Agreement, to reduce the amount of any payment
otherwise due and payable to Contractor by any amount owed to BNYDC by Contractor under this
or any other contract, provided that BNYDC provides Contractor with prior written notice of
BNYDC’s intention to exercise this offset right and Contractor does object thereto in writing
within two (2) business days from receipt of such notice.

8. Minimum Wages. Except for any employees whose prevailing wage is required to be fixed
pursuant to Section 220, et seq. and Section 230, et seq. of the New York State Labor Law, which
employees shall be paid such prevailing wage, all persons employed by Contractor and any sub-
contractor in the manufacture or furnishing of the supplies, materials, or equipment, or the
furnishing of work, labor, or services, used in the performance of this Agreement, shall be paid,
without subsequent deduction or rebate unless expressly authorized by law, not less than the
minimum hourly rate required by law, unless a higher amount is required pursuant to any other
provision of this Agreement.

9. Tax Withholding. BNYDC shall not deduct withholding federal, state and local taxes and
will issue the appropriate tax form(s) at year-end. BNYDC shall not be responsible for the payment
of or reimbursement to Contractor of any charges or taxes which may hereafter be imposed or
levied with respect to this Agreement or the Services described herein.

10. Independent Contractor. This Agreement shall not be construed to make either Contractor
or BNYDC an agent of or joint venturer with the other. In addition, it is expressly understood and
agreed that Contractor is an independent contractor and not an employee of BNYDC and in no
event shall Contractor be entitled to any fringe benefits, worker’s compensation, New York State
disability benefits, unemployment insurance or any other benefits, pension, payments or rights
from BNYDC. Neither Contractor nor any of its employees nor any of its subcontractors is or shall
be an agent, servant or employee of the City of New York (the “City”) by virtue of such contract or
by virtue of any approval, permit, license, grant, right or other authorization given by the City or any
of its officers, agents or employees. To the fullest extent permitted by law, Contractor shall
indemnify, defend and hold harmless BNYDC and the City and their respective officers, officials,
agents and employees from any and all liability that BNYDC and/or the City may incur for state,
federal, and local income tax withholding contributions, failure to file, worker’s compensation and
any other employer liability arising out of BNYDC’s use of Contractor under this Agreement.

11. Confidential Information. Information disclosed to Contractor prior to and under this
Agreement is considered by BNYDC to be secret or proprietary (“Proprietary Information”), and

3
Contractor agrees to maintain the Proprietary Information in confidence. Proprietary Information
shall be used by Contractor only in connection with the Services rendered under this Agreement.
The provisions of this Paragraph shall survive any termination of this Agreement. Specifically,
Contractor agrees not to disclose such Proprietary Information or material to any person, firm, or
corporation without the prior written consent of BNYDC. Any written materials furnished to
Contractor by BNYDC in connection with the Services shall remain at all times the property of
BNYDC and shall be returned to BNYDC when no longer required. Contractor agrees not to
reproduce any written materials without the consent of BNYDC in each instance. The provisions
of this Paragraph shall survive the expiration or earlier termination of this Agreement.

12. Work for Hire. Contractor agrees that any item produced as a result of performing the
Services hereunder is a work made for hire and shall remain the sole property of BNYDC. To the
extent that any such item may not, by operation of law, be a work made for hire, Contractor hereby
assigns to BNYDC the ownership of the copyright, patent or other intellectual property right in
such item and BNYDC shall have the right to obtain and hold in its own name any such right or
similar protection which may be available for such item.

13. Contractor Warranties and Representations. Contractor represents and warrants that:

(a) Contractor is duly organized, validly existing and in good standing under the laws
of its jurisdiction of formation, and has all requisite power and authority to authorize, execute,
deliver and perform this Agreement in accordance with its terms. Contractor is authorized to do
business in the City.

(b) The authorization, execution and delivery of this Agreement, and compliance with
the provisions hereof, do not and will not conflict with or constitute a violation of or default under
any statute, indenture, mortgage, deed of trust or other agreement or instrument to which
Contractor is bound, or, to the knowledge of Contractor, any order, rule or regulation of any court
or governmental agency or body having jurisdiction over Contractor or any of its activities or
properties.

(c) Contractor has not been asked to pay, and has neither offered to pay, nor paid, any
illegal consideration, whether monetary or otherwise, in connection with the procurement of this
Agreement.

(d) Contractor has not employed any person to solicit or procure this Agreement, and
has not made and shall not make, except to full-time employees of Contractor, any payment or any
agreement for the payment of any commission, percentage, brokerage, contingent fee or any other
compensation in connection with the procurement of this Agreement.

10. No Political Activity. Contractor agrees that there shall be no political activity or any
activity to further the election or defeat of any candidate for public, political or party office as a

4
part of or in connection with this Agreement, nor shall any of the funds provided under this
Agreement be used for such purposes.

11. Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless BNYDC and the City, and their respective officers, trustees, employees and
agents (collectively, the “Indemnitees”) from and against any and all costs, claims, judgments,
liabilities, damages or expenses of every kind and nature (including, without limitation, court costs
and attorneys’ fees) to which they may be subject because of any act or omission of Contractor, its
agents, employees or subcontractors in connection with such contract or because of any negligence
or any fault or default of Contractor, its agents, employees or subcontractors. The foregoing
indemnification shall survive the termination and/or expiration of this Agreement.

12. Non-Waiver. Failure of BNYDC or its representatives to enforce or otherwise require the
performance of any of the terms and conditions of this Agreement, at the time or in the manner
that said terms and conditions are set forth herein, shall not be deemed a waiver of any such terms
or conditions by BNYDC and the same may be selectively enforced or raised as a basis of a claim
or cause of action at the option of BNYDC.

13. Insurance. Contractor shall procure and maintain insurance coverage as set forth in Exhibit
C and shall deliver to BNYDC prior to the Commencement Date certificates of insurance
evidencing the coverages indicated therein.

14. Compliance With Law. Contractor will maintain the highest standards of personal and
business ethics at all times during the performance of the Services. Contractor shall ensure that the
Services are performed in a location and manner free from recognized hazards and shall comply
with Occupational Safety and Health Administration (“OSHA”) standards, rules and
regulations. Contractor shall regularly examine workplace conditions and use safe and well-
maintained tools, equipment and Personal Protective Equipment to ensure conformance with
applicable OSHA standards. Contractor will perform the Services in accordance with all
applicable provisions of federal, state, and local laws, rules, regulations, ordinances, codes and
orders (collectively, “Applicable Law”), including the Whistleblower Protection Expansion Act
(Exhibit G) and the Paid Sick Leave Law (Exhibit H).

15. Permitting. Contractor shall procure and pay for all licenses, certificates, permits,
franchises, or other authorizations required by any governmental authority having jurisdiction over
Contractor’s operations and necessary for the performance of the Services. This includes the
proper registration, licensing, and inspection certifications for all vehicles, including Buses,
required for the Services. Contractor shall provide BNYDC with copies of all such licenses,
permits, or authorizations, including any renewals or amendments, as required."

5
 16. Executive Order 50 (1980) as amended. Contractor shall comply with Mayor’s Executive
Order 50 (1980), as amended, and the regulations thereunder, with respect to equal employment
opportunity, a copy of which is attached hereto as Exhibit D.

17. Local Law 34. All entities doing or seeking to do business with the City and BNYDC, as
well as their principal officers, owners and senior managers, must follow the procedures
established in Local Law 34. In order to avoid the actual link or appearance of a link between
governmental decisions and large campaign contributions, lower municipal campaign contribution
limits apply to any person listed in the Doing Business Database. Contractor must complete a
Doing Business Data Form, found in Exhibit E.

18. Prohibited Persons. Contractor represents and warrants that, as of the date hereof, none of
its members, officers, or directors are Prohibited Persons, as such term is defined in Exhibit F.

19. Local Law 129. In compliance with Local Law 129 for the identification, recruitment,
certification and participation in City procurement of minority and women owned business
enterprises, Contractor shall complete the Vendor Information Form, in the form attached hereto
as Exhibit I.

20. Right to Inspect. BNYDC, the Comptroller of the City, the inspectors and any other
individual or entity authorized under any Applicable Law shall have the right on reasonable notice
to inspect the operations and records of Contractor and its subcontractors relating to this
Agreement.

21. Investigations. Contractor agrees to cooperate fully and faithfully with any investigation,
audit or inquiry conducted by a State of New York (the “State”) or City governmental agency or
authority that is empowered directly or by designation to compel the attendance of witnesses and
to examine witnesses under path, or conducted by the Inspector General of a government agency
that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease,
permit, or license that is the subject of the investigation, audit or inquiry.

22. Suspension or Termination of Agreement

(a) Suspension or Termination Due to Interest of BNYDC

BNYDC shall have the right to postpone, delay, suspend or terminate the Services
immediately or upon a specified date upon written notice to Contractor and for any reason deemed
by BNYDC to be in its interest. Any such postponement, delay, suspension or termination shall not
give rise to any cause of action for damages against BNYDC. In the event that BNYDC postpones,
delays or suspends the Services for the convenience of BNYDC, then Contractor's time for
performance of the Services as specified in Section 2 above shall be extended for the period of the
postponement, delay, or suspension. Contractor shall resume work upon the date specified in the

6
directive to stop work or upon such other date as BNYDC may thereafter specify in writing. In the
event of termination by BNYDC prior to completion of the Services, Contractor shall be entitled to
receive equitable compensation for the Services that, in the judgment of the President of BNYDC,
have been performed by Contractor up to the date of termination, provided that Contractor has
surrendered to BNYDC all reports, drawings, plans, studies, tracings, specifications, documents and
materials prepared by Contractor in connection with this Agreement and any other materials related
to this Agreement requested by the President of BNYDC. Further, Contractor shall be entitled to
receive reimbursement for reasonable costs to wind down the work and bring it to an orderly
conclusion. Contractor shall not be entitled to receive compensation for overhead or profit on
unperformed services.

(b) Termination Due to Acts of Contractor

If Contractor, through any cause, fails to perform any of the Services within the time specified
in this Agreement, or fails to progress with the work called for under this Agreement in a manner
considered reasonable in the judgment of the President of BNYDC, or violates any of the terms,
covenants or provisions of this Agreement, or if any representations or warranties made by
Contractor herein shall prove to be untrue or unsupported, or be otherwise breached, or if, in the
judgment of BNYDC, the conduct of Contractor is such that the interests of BNYDC are likely to
be impaired or prejudiced, BNYDC shall thereupon have the right to terminate this Agreement by
giving notice in writing of the fact and the date of such termination to Contractor, and thereupon
this Agreement shall terminate and all reports, drawings, plans, studies, tracings, specifications,
documents and materials prepared by Contractor in connection with this Agreement shall be
surrendered and turned over to BNYDC within 10 days after such termination. Contractor shall
receive equitable compensation for such Services as shall, in the judgment of the President, have
been satisfactorily performed by Contractor up to the date of the termination of this Agreement, such
compensation to be fixed by BNYDC, subject to any rights of audit provided herein, and subject to
set-off by BNYDC for any additional expenses BNYDC may incur in order to satisfactorily
complete the Services, including the expenses of engaging another contractor. Contractor shall pay
to BNYDC the excess, if any, of such expenses plus payments made to Contractor over the full
amount due under this Agreement.

(c) No Release

Termination of this Agreement, whether by expiration of its term or otherwise, shall not
release Contractor from any liability to BNYDC.

23. Assignment. Contractor shall not assign this Agreement or subcontract its obligations
hereunder without the express prior written consent of BNYDC, which may be granted or withheld
in the sole discretion of BNYDC. To the extent Contractor uses a subcontractor, Contractor will
have direct responsibility for paying the subcontractor, and BNYDC shall have no responsibility

7
for such payments. BNYDC shall have the right, at any time, to assign this Agreement and its
rights and responsibilities hereunder to the City or any affiliate of BNYDC.

24. Notices. All notices hereunder shall be in writing, and delivered (i) personally, (ii) by
facsimile, (iii) by certified or registered mail, return receipt requested, or (iv) by an overnight
courier service of recognized reputation. Notices delivered by hand delivery shall be deemed
received on the date of delivery. Notices sent via facsimile shall be deemed received upon receipt
by the sender of an electronic confirmation of delivery. Notices given by certified or registered
mail shall be deemed received three business days after the notice was sent. Notices sent by
overnight courier shall be deemed received on the first business day after the notice was sent. The
addresses for notices are as follows:

To BNYDC: Brooklyn Navy Yard Development Corporation

Building 77
141 Flushing Avenue, Suite 801
Brooklyn, New York 11205
Attn: General Counsel

Brooklyn Navy Yard Development Corporation

Building 77
141 Flushing Avenue, Suite 801
Brooklyn, New York 11205
Attn: Chief of Staff

To CONTRACTOR: [_________________________]
[_________________________]
[_________________________]
[Attn:_____________________]

25. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State without giving effect to the principles of conflict of laws thereof. Any and all
claims asserted by or against BNYDC arising under this Agreement or related hereto shall be heard
and determined either in the federal courts of the Southern District of New York or in the New
York State Courts located in the City and County of New York.

26. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire agreement between the
parties, and supersedes all prior writings, correspondence, and contracts regarding the subject
matter of this Agreement. No prior oral or written statements, representations or other material not
specifically incorporated herein shall be of any force and effect.

8
 (b) Captions. The tables of contents and captions of this Agreement are for convenience
of reference only and in no way define, limit or describe the scope or intent of the Agreement or
in any way affects this Agreement.
(c) Completeness. This Agreement contains all the terms and conditions agreed upon
by the parties hereto, and no other agreement, oral or otherwise, regarding the subject matter of
this Agreement shall be deemed to exist or to bind either of the parties hereto.
(d) Severability. If any clause, provision or section of this Agreement is ruled invalid
by any court of competent jurisdiction, the invalidity of such clause, provision or section shall not
affect any of the remaining provisions hereof.
(e) Counterparts. This Agreement may be executed in counterparts, all of which
counterparts, when taken together, shall be deemed a fully executed instrument.

[Signature Page Follows]

9
 IN WITNESS WHEREROF, the parties have executed this Agreement on the date and year
first above written.
BROOKLYN NAVY YARD
DEVELOPMENT CORPORATION

By: ________________________________
Name: _____________________________
Title: ______________________________

[___________________________]

By: ________________________________
Name: _____________________________
Title: ______________________________

10
 EXHIBIT A
SCOPE OF SERVICES

11
EXHIBIT B
PAYMENTS

12
 EXHIBIT C
INSURANCE REQUIREMENTS
The following is minimum acceptable insurance coverage requirements for Contracting Services

I. Insurance Requirements
A. Commercial General Liability Policy issued on an Occurrence form with a
combined single limit for Bodily Injury, Personal Injury and Property Damage of
at least $1,000,000 per occurrence and $2,000,000 in the aggregate. Coverage
shall include endorsements for: Products/Completed Operations; Underground
Hazards where applicable; Contractual Liability for tort liability assumed under
contract, Personal Injury; Waiver of Subrogation; Policy Aggregate shall apply on
per project basis; Mobile Equipment if such equipment not subject to any motor
vehicle statutory law.

Additional Insured endorsement as per Insurance Services Organization (a/k/a

ISO) form CG 20 10 07 04 Additional Insured Scheduled Organization and form
CG 20 37 07 04 Additional Insured – Completed Operations. Such endorsement
shall include BNYDC and any other designated party as Additional Insured, as
required by written contract to which this Exhibit is attached and part of.

There shall be no coverage restrictions or coverage exclusions on the General

Liability Policy pertaining to, but not limited to: gravity related injuries, unsafe
workplace, injuries sustained by employee of Contractor or sub-contractor, Third
Party over type actions, construction operations, and construction activity.

The insurance procured by the Contractor shall be primary and non-contributory

to any other insurance that may be in effect.

B. Statutory Workers Compensation Policy and Employer’s Liability Policy of

$1,000,000 for work operations in State where project work is performed,
including any applicable other states coverage endorsement.

C. Automobile Liability Insurance Policy for Bodily Injury and Property Damage in
the amount of $25,000,000 per occurrence covering all owned, non-owned, hired,
borrowed vehicles subject to statutory motor vehicle law.

D. Contractors Pollution Liability policy of at least $1,000,000 for damages arising

out of bodily injury, property damages, environmental damages caused by a
pollution incident from Contractors work, completed operations, or transportation
whether work performed by or on behalf of Contractor.

13
E. Umbrella/Excess Liability Policy of at least $20,000,000 per occurrence.
Umbrella Liability policy is to be provided on at least a follow form basis of the
underlying General Liability Insurance policy, Automobile Insurance Policy, and
Workers’ Compensation Insurance policy. The insurance procured by the
Contractor shall be primary and non- contributory to any other insurance that may
be in effect.

F. Professional Liability (Errors and Omissions) of at least $1,000,000 each claim

for wrongful acts while performing and/or providing professional services.
Coverage shall continue for at least three (3) years beyond the final performance
of services.

G. The following are to be included as additional insured(s) for coverage required in

sections A,C,D and E. Each additional listed below shall be issued a separate
Certificate of Insurance.

Certificate Holder

Brooklyn Navy Yard Development Corporation

Building 77
141 Flushing Avenue, Suite 801
Brooklyn, New York 11205

And as Additional Insureds

Brooklyn Navy Yard Development Corporation
City of New York

Certificate Holder

City of New York

c/o City of New York Department of Small Business Services
One Liberty Plaza, 165 Broadway
New York, NY 10006

And as Additional Insureds

City of New York
Brooklyn Navy Yard Development Corporation

H. A Certificate of insurance using the ACCORD 25 form is to be provided to the

Additional Insured and the Certificate must specifically include a copy of the
stipulated additional insured endorsement as required in Section A. Certificate
Holder must be notified of any cancellation, non-renewal or material modification

14
 of existing policy. Notice is to be received 30 days prior to any change in status.
In addition to ACCORD 25 form, a completed New York Construction Certificate
of Liability Insurance Addendum (ACCORD 855 form) shall be provided.

II. If the Contractor utilizes the services of subcontractor for work performed, the same
provisions of this Insurance Requirement Exhibit shall be required of those parties. It is
the sole responsibility of the Contractor to maintain compliance of such.

III. Insurance coverage shall be maintained with responsible insurance companies licensed
and admitted to do business in the State of New York and such companies shall have an
[Link] Rating of A-VII. If a Non-Admitted Insurance Company is used, an AM Best
rating of A- shall apply.

IV. Any self-insured insurance retentions and, or any deductibles utilized on any of the
above required insurance coverage is the sole responsibility of the Contractor, and
Contractor agrees to satisfy those retention and or deductible obligations directly with
their insurance company.

V. The policies required hereunder shall contain the following provisions:

“A. Notices from the insurer (the “Insurer”) to BNYDC (“BNYDC”) and the City of New
York (the “City”), in connection with this policy, shall be addressed to the General
Counsel, BNYDC, at Building 77, 141 Flushing Avenue, Suite 801, Brooklyn, New York
11205 (with a copy to BNYDC’s Deputy General Counsel at the same address);

B. The Insurer shall accept notice of accident from BNYDC or the City, within 120 days
after receipt by an official of such Additional Insured (as identified above) of notice of
such accident as valid and timely notice under this policy;

C. The Insurer shall accept notice of claim from the City within 120 days after such claim
has been filed with the Comptroller of the City and notice of claim from BNYDC, within
120 days after receipt by such party as valid and timely notice under this policy;

The Insurer understands and agrees that notice of accident or claim to such Insurer by any
one of the following entities shall be deemed notice by all under the policy:
Contractor; or
BNYDC; or
The City; or
Any other Additional Insured.

E. This policy shall not be canceled, terminated or modified by the Insurer or Contractor
unless 30 days prior written notice is sent by registered mail to BNYDC or the City, nor

15
shall this policy be canceled, terminated or modified by the Contractor without prior
written consent of BNYDC;

F. The presence of engineers, inspectors or other employees or agents of Contractor,

BNYDC or the City at the site of the Services performed by Contractor shall not
invalidate this policy of insurance;

G. Violation of any of the terms of any other policy issued by the Insurer to Contractor or
a subcontractor of Contractor shall not invalidate this policy; and

H. Insurance, if any, carried by BNYDC, the City or the Additional Insureds will not be
called upon to contribute to a loss that would otherwise be paid by the Insurer.”

16
 EXHIBIT D
E.O. 50 SUPPLY & SERVICE RIDER

(Note: For purposes of this rider, the “Department” or “City” means BNYDC.)

EQUAL EMPLOYMENT OPPORTUNITY

This contract is subject to the requirements of Executive Order No. 50 (April 25, 1980) (§10-14) as
revised (E.O. “50”) and the rules and regulations promulgated thereunder. No contract will be
awarded unless and until these requirements have been complied with in their entirety. By
signing this contract, the contractor agrees that it:

(1) will not discriminate unlawfully against any employee or applicant for employment
because of race, creed, color, national origin, sex, age, handicap, marital status, sexual
orientation or citizenship status with respect to all employment decisions including, but
not limited to, recruitment, hiring, upgrading, demotion, downgrading, transfer, training,
rates of pay or other forms of compensation, layoff, termination, and all other terms and
conditions of employment;

(2) will not discriminate in the selection of subcontractors on the basis of the owner’s
partners’ or shareholders’ race, creed, color, national origin, sex, age, handicap, marital
status, sexual orientation or citizenship status;

(3) will state in all solicitations or advertisements for employees placed by or on behalf of the
contractor that all qualified applicants will receive consideration for employment without
regard to race, creed, color, national origin, sex, age, handicap, marital status, sexual
orientation or citizenship status, or that it is an equal employment opportunity employer;

(4) will send to each labor organization or representative of workers with which it has a
collective bargaining agreement or other contract or memorandum of understanding,
written notification of its equal opportunity commitments under E.O. 50 (§ 10-14) and the
rules and regulations promulgated thereunder;

(5) will furnish before the contract is awarded all information and reports including an
Employment Report which are required by E.O. 50 (§10-14), the rules and regulations
promulgated thereunder, and orders of the Director of the Division of Labor Services
(“Division”). Copies of all required reports are available upon request from the
contracting agency; and

17
(6) will permit the Division to have access to all relevant books, records and accounts for the
purpose of investigation to ascertain compliance with such rules, regulations, and orders.

The contractor understands that in the event of its noncompliance with the nondiscrimination
clauses of this contract or with any of such rules, regulations, or orders, such noncompliance shall
constitute a material breach of the contract and noncompliance with E.O. 50 (§10-14) and the rules
and regulations promulgated thereunder. After a hearing held pursuant to the rules of the
Division, the Director may direct the imposition by the contracting agency head of any or all of
the following sanctions:

(i) disapproval of the contractor;

(ii) suspension of termination of the contract;
(iii) declaring the contractor in default; or
(iv) in lieu of any of the foregoing sanctions, the Director may impose
an employment program.

The Director of the Division may recommend to the contracting agency head that a contractor
who has repeatedly failed to comply with E.O. 50 (§10-14) and the rules and regulations
promulgated thereunder be determined to be nonresponsible.

The contractor agrees to include the provisions of the foregoing paragraphs in every subcontract
or purchase order in excess of New York City’s small purchase limit established by rule of New
York City’s Procurement Policy Board to which it becomes a party unless exempted by E.O. 50
(§10-14) and the rules and regulations promulgated thereunder, so that such provisions will be
binding upon each subcontractor or vendor. The contractor will take such action with respect to
any subcontract or purchase order as may be directed by the Director of the Division of Labor
Services as a means of enforcing such provisions including sanctions for noncompliance.

The contractor further agrees that it will refrain from entering into any contract or contract
modification subject to E.O. 50 (§10-14) and the rules and regulations promulgated thereunder
with a subcontractor who is not in compliance with the requirements of E.O. 50 (§10-14) and the
rules and regulations promulgated thereunder.

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 EXHIBIT E

DOING BUSINESS DATA FORM

(See attached)

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 EXHIBIT F

PROHIBITED PERSON DEFINITION

A. Contractor represents that none of its members, officers, or directors are Prohibited
Persons at the time of execution of this Agreement. For purposes of this Agreement, a “Prohibited
Person” shall mean:
(i) any person or entity (x) which is or was in default or in breach, beyond any
applicable grace period, of its obligations under any material written agreement with the City of
New York, or (y) which, directly, or indirectly, controls, or is controlled by, a person which is or
was in default or in breach, beyond any applicable grace period, of its obligations under any
material written agreement with the City of New York, unless, in any of the foregoing
circumstances, such default or breach was cured or was settled or waived by the City of New York,
as the case may be; or
(ii) any person or entity (x) which was convicted in any criminal proceeding for
a felony or any other crime involving moral turpitude or which is an organized crime figure or is
reputed to have substantial business or other affiliations with an organized crime figure, or (y)
which, directly or indirectly, controls, or is controlled by, a person which was convicted in any
criminal proceeding for a felony or any other crime involving moral turpitude or which is an
organized crime figure or is reputed to have substantial business or other affiliations with an
organized crime figure; or
(iii) any person or entity which is, or which, directly or indirectly controls, or is
controlled by, a person or entity which is finally determined to be in violation of (including, but
not limited to, any participant in any international boycott in violation of) the Export
Administration Act of 1979, or its successor, the regulations issued pursuant thereto, or any
government which is, or any person or entity which directly or indirectly, is controlled (rather than
only regulated) by a government which is subject to the regulations or controls thereof; or
(v) any government, or any person or entity which, directly or indirectly, is
controlled (rather than only regulated) by a government, the effects of the activities of which are
regulated or controlled pursuant to regulations of the United States Treasury Department or
executive orders of the President of the United States of America issued pursuant to the Trading
with the Enemy Act of 1917, as amended.

B. Contractor further covenants and warrants that at no time during the term of the
Agreement shall it admit as a member, director or officer thereof any person who is a Prohibited
Person, and it shall not engage a Prohibited Person to be a member, officer or director.

C. The determination as to whether any person is an organized crime figure or is

reputed to have substantial business or other affiliations with an organized crime figure or, directly
or indirectly, controls, or is controlled by a person which is an organized crime figure or is reputed
to have substantial business or other affiliations with an organized crime figure, shall be within the
sole discretion of the City exercised in good faith.

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 EXHIBIT G

WHISTLEBLOWER PROTECTION EXPANSION ACT

1. In accordance with Local Law Nos. 30-2012 and 33-2012, codified at sections 6-
132 and 12-113 of the New York City Administrative Code, respectively,

(a) Contractor shall not take an adverse personnel action with respect to an officer
or employee in retaliation for such officer or employee making a report of
information concerning conduct which such officer or employee knows or
reasonably believes to involve corruption, criminal activity, conflict of interest,
gross mismanagement or abuse of authority by any officer or employee relating
to this Contract to (i) the Commissioner of the Department of Investigation, (ii)
a member of the New York City Council, the Public Advocate, or the
Comptroller, or (iii) the City Chief Procurement Officer, ACCO, Agency head,
or Commissioner.

(b) If any of Contractor’s officers or employees believes that he or she has been the
subject of an adverse personnel action in violation of subparagraph (a) of
paragraph 1 of this rider, he or she shall be entitled to bring a cause of action
against Contractor to recover all relief necessary to make him or her whole.
Such relief may include but is not limited to: (i) an injunction to restrain
continued retaliation, (ii) reinstatement to the position such employee would
have had but for the retaliation or to an equivalent position, (iii) reinstatement
of full fringe benefits and seniority rights, (iv) payment of two times back pay,
plus interest, and (v) compensation for any special damages sustained as a result
of the retaliation, including litigation costs and reasonable attorney’s fees.

(c) Contractor shall post a notice provided by the City in a prominent and accessible
place on any site where work pursuant to the Contract is performed that contains
information about:

(i) how its employees can report to the New York City Department of
Investigation allegations of fraud, false claims, criminality or corruption
arising out of or in connection with the Contract; and
(ii) the rights and remedies afforded to its employees under New York City
Administrative Code sections 7-805 (the New York City False Claims
Act) and 12-113 (the Whistleblower Protection Expansion Act) for
lawful acts taken in connection with the reporting of allegations of
fraud, false claims, criminality or corruption in connection with the
Contract.

21
 (d) For the purposes of this rider, “adverse personnel action” includes dismissal,
demotion, suspension, disciplinary action, negative performance evaluation,
any action resulting in loss of staff, office space, equipment or other benefit,
failure to appoint, failure to promote, or any transfer or assignment or failure to
transfer or assign against the wishes of the affected officer or employee.

(e) This rider is applicable to all of Contractor’s subcontractors having subcontracts

with a value in excess of $100,000; accordingly, Contractor shall include this
rider in all subcontracts with a value a value in excess of $100,000.

2. Paragraph 1 is not applicable to this Contract if it is valued at $100,000 or less.

Subparagraphs (a), (b), (d), and (e) of paragraph 1 are not applicable to this Contract if it was
solicited pursuant to a finding of an emergency. Subparagraph (c) of paragraph 1 is neither
applicable to this Contract if it was solicited prior to October 18, 2012 nor if it is a renewal of a
contract executed prior to October 18, 2012.

22
23
 EXHIBIT H
PAID SICK LEAVE LAW
Introduction and General Provisions
The Earned Sick Time Act, also known as the Paid Sick Leave Law (“PSLL”), requires covered
employees who annually perform more than 80 hours of work in New York City to be provided
with paid sick time.1 Contractors of the City of New York or of other governmental entities may
be required to provide sick time pursuant to the PSLL.
1 Pursuant to the PSLL, if fewer than five employees work for the same employer, as determined
pursuant to New York City Administrative Code §20-912(g), such employer has the option of
providing such employees uncompensated sick time.
The PSLL became effective on April 1, 2014, and is codified at Title 20, Chapter 8, of the New
York City Administrative Code. It is administered by the City’s Department of Consumer Affairs
(“DCA”); DCA’s rules promulgated under the PSLL are codified at Chapter 7 of Title 6 of the
Rules of the City of New York (“Rules”).
Contractor agrees to comply in all respects with the PSLL and the Rules, and as amended, if
applicable, in the performance of this agreement. Contractor further acknowledges that such
compliance is a material term of this agreement and that failure to comply with the PSLL in
performance of this agreement may result in its termination.
Contractor must notify the Agency Chief Contracting Officer of the City agency or other entity
with whom it is contracting in writing within ten (10) days of receipt of a complaint (whether
oral or written) regarding the PSLL involving the performance of this agreement. Additionally,
Contractor must cooperate with DCA’s education efforts and must comply with DCA’s
subpoenas and other document demands as set forth in the PSLL and Rules.
The PSLL is summarized below for the convenience of Contractor. Contractor is advised to
review the PSLL and Rules in their entirety. On the website [Link]/PaidSickLeave there
are links to the PSLL and the associated Rules as well as additional resources for employers,
such as Frequently Asked Questions, timekeeping tools and model forms, and an event calendar
of upcoming presentations and webinars at which Contractor can get more information about
how to comply with the PSLL. Contractor acknowledges that it is responsible for compliance
with the PSLL notwithstanding any inconsistent language contained herein.
Pursuant to the PSLL and the Rules:

25
Applicability, Accrual, and Use
An employee who works within the City of New York for more than eighty hours in any
consecutive 12-month period designated by the employer as its “calendar year” pursuant to the
PSLL (“Year”) must be provided sick time. Employers must provide a minimum of one hour of
sick time for every 30 hours worked by an employee and compensation for such sick time must
be provided at the greater of the employee’s regular hourly rate or the minimum wage.
Employers are not required to provide more than forty hours of sick time to an employee in any
Year.
An employee has the right to determine how much sick time he or she will use, provided that
employers may set a reasonable minimum increment for the use of sick time not to exceed four
hours per day. In addition, an employee may carry over up to forty hours of unused sick time to
the following Year, provided that no employer is required to allow the use of more than forty
hours of sick time in a Year or carry over unused paid sick time if the employee is paid for such
unused sick time and the employer provides the employee with at least the legally required
amount of paid sick time for such employee for the immediately subsequent Year on the first day
of such Year.
An employee entitled to sick time pursuant to the PSLL may use sick time for any of the
following:
• such employee’s mental illness, physical illness, injury, or health condition or the care
of such illness, injury, or condition or such employee’s need for medical diagnosis or
preventive medical care;
• such employee’s care of a family member (an employee’s child, spouse, domestic
partner, parent, sibling, grandchild or grandparent, or the child or parent of an
employee’s spouse or domestic partner) who has a mental illness, physical illness,
injury or health condition or who has a need for medical diagnosis or preventive
medical care;
• closure of such employee’s place of business by order of a public official due to a
public health emergency; or
• such employee’s need to care for a child whose school or childcare provider has been
closed due to a public health emergency.

An employer must not require an employee, as a condition of taking sick time, to search for a
replacement. However, an employer may require an employee to provide: reasonable notice of

26
the need to use sick time; reasonable documentation that the use of sick time was needed for a
reason above if for an absence of more than three consecutive work days; and/or written
confirmation that an employee used sick time pursuant to the PSLL. However, an employer may
not require documentation specifying the nature of a medical condition or otherwise require
disclosure of the details of a medical condition as a condition of providing sick time and health
information obtained solely due to an employee’s use of sick time pursuant to the PSLL must be
treated by the employer as confidential.
If an employer chooses to impose any permissible discretionary requirement as a condition of
using sick time, it must provide to all employees a written policy containing those requirements,
using a delivery method that reasonably ensures that employees receive the policy. If such
employer has not provided its written policy, it may not deny sick time to an employee because
of non-compliance with such a policy.
Sick time to which an employee is entitled must be paid no later than the payday for the next
regular payroll period beginning after the sick time was used.
Exemptions and Exceptions
Notwithstanding the above, the PSLL does not apply to any of the following:
• an independent contractor who does not meet the definition of employee under
section 190(2) of the New York State Labor Law;
• an employee covered by a valid collective bargaining agreement in effect on April 1,
2014 until the termination of such agreement;
• an employee in the construction or grocery industry covered by a valid collective
bargaining agreement if the provisions of the PSLL are expressly waived in such
collective bargaining agreement;
• an employee covered by another valid collective bargaining agreement if such
provisions are expressly waived in such agreement and such agreement provides a
benefit comparable to that provided by the PSLL for such employee;
• an audiologist, occupational therapist, physical therapist, or speech language
pathologist who is licensed by the New York State Department of Education and who
calls in for work assignments at will, determines his or her own schedule, has the
ability to reject or accept any assignment referred to him or her, and is paid an average
hourly wage that is at least four times the federal minimum wage;
• an employee in a work study program under Section 2753 of Chapter 42 of the
United States Code;

27
 • an employee whose work is compensated by a qualified scholarship program as that
term is defined in the Internal Revenue Code, Section 117 of Chapter 20 of the United
States Code; or
• a participant in a Work Experience Program (WEP) under section 336-c of the New
York State Social Services Law.

Retaliation Prohibited
An employer may not threaten or engage in retaliation against an employee for exercising or
attempting in good faith to exercise any right provided by the PSLL. In addition, an employer
may not interfere with any investigation, proceeding, or hearing pursuant to the PSLL.
Notice of Rights
An employer must provide its employees with written notice of their rights pursuant to the PSLL.
Such notice must be in English and the primary language spoken by an employee, provided that
DCA has made available a translation into such language. Downloadable notices are available on
DCA’s website at [Link]
Any person or entity that willfully violates these notice requirements is subject to a civil penalty
in an amount not to exceed fifty dollars for each employee who was not given appropriate notice.
Records
An employer must retain records documenting its compliance with the PSLL for a period of at
least three years, and must allow DCA to access such records in furtherance of an investigation
related to an alleged violation of the PSLL.
Enforcement and Penalties
Upon receiving a complaint alleging a violation of the PSLL, DCA has the right to investigate
such complaint and attempt to resolve it through mediation. Within 30 days of written
notification of a complaint by DCA, or sooner in certain circumstances, the employer must
provide DCA with a written response and such other information as DCA may request. If DCA
believes that a violation of the PSLL has occurred, it has the right to issue a notice of violation to
the employer.
DCA has the power to grant an employee or former employee all appropriate relief as set forth in
New York City Administrative Code 20-924(d). Such relief may include, among other remedies,
treble damages for the wages that should have been paid, damages for unlawful retaliation, and
damages and reinstatement for unlawful discharge. In addition, DCA may impose on an

28
employer found to have violated the PSLL civil penalties not to exceed $500 for a first violation,
$750 for a second violation within two years of the first violation, and $1,000 for each
succeeding violation within two years of the previous violation.
More Generous Polices and Other Legal Requirements
Nothing in the PSLL is intended to discourage, prohibit, diminish, or impair the adoption or
retention of a more generous sick time policy, or the obligation of an employer to comply with
any contract, collective bargaining agreement, employment benefit plan or other agreement
providing more generous sick time. The PSLL provides minimum requirements pertaining to
sick time and does not preempt, limit or otherwise affect the applicability of any other law,
regulation, rule, requirement, policy or standard that provides for greater accrual or use by
employees of sick leave or time, whether paid or unpaid, or that extends other protections to
employees. The PSLL may not be construed as creating or imposing any requirement in conflict
with any federal or state law, rule or regulation.

29
 EXHIBIT I

VENDOR INFORMATION FORM

30
 Exhibit J: Bus Specifications

Shuttle Service Vehicle Specifications: Grande West Vicinity or equivalent:

The six (6) owned Grande West Vicinity buses will be used for the Shuttle
Service. Any replacement vehicles and/or new vehicles that are purchased or
leased to supplement or expand the Shuttle Service should meet the
minimum specifications described below on a low floor/transit style chassis:
• Length: 30’
• Width: 98”
• Wheelbase: 191
• Air suspension
• Kneeling System
• Braun ADA Ramp
• Q-Straint QRT 8100-A1 Securement System
• LED Stepwell & License Plate Lights
• LED Luminator Destination Sign in front, curbside and rear
• Fire Extinguisher, FAK, Tri- Reflectors
• 24 Passenger Transit Seats-perimeter & tiered
• Standing room for at least 18 passengers
• ADA accessible- 2 wheelchairs
• Vertical stanchion
• Hand straps on ceiling grab-rails
• Interior rear-view mirror
• Roof emergency hatch
• Sensitive door edge
• Yellow standee line

Supplemental Shuttle Vehicle Specifications:

Contractor will provide buses that meet the below specs for supplementing
the BNY-owned buses for use on the shuttle system. Contractor may not use
school buses or comparable vehicles, as determined in BNYDC’s reasonable
discretion. The buses should meet the below specs and be approved prior to
deployment:
• Length: no less than 30’
• Width: should not be more than 98”
• ADA Accessibility
• Wheelchair Securement System
• Capacity for at least 32 seated

Vehicles for Tours and Special Trips:

31
Appropriate buses will be determined on a case-by-case basis reflecting
number of passengers, destination, and other factors.

32
Exhibit K: Performance Standards and Incentives

33
Shuttle Service Provider Penalties & Incentives

System Wide Performance Annual Customer Service Penalty Annual Customer Service Incentive
Customer Service * 0-80% 1% of annual contract 90-100% 1% of annual contract
Service Delivery ** 0-80% 1% of annual contract 90-100% 1% of annual contract
*Based on annual surveys
** Based on service reports

Penalty - Based on Monthly Review

Performance Standard Breach 80% - 89% 70% - 79% 60% - 69% 0% - 59%
Service Delivery - (Define) $1,000 $4,000 $8,000 $10,000

Penalty - Based on Daily Review

Performance Standard Breach 1 2 3 4
Failure to report vehicle damages $200 $400 $400 $1,000
Driver operating in an unsafe and/or Illegal manner $500 $1,000 $2,000 $5,000 All occurrences thereafter $5,000 or termination of contract at BNY's discretion
Exhibit L: Equipment Lease

34
 LEASE OF EQUIPMENT

THIS LEASE OF EQUIPMENT (this “Lease”) is made effective as of the ______ day of_____,____
(the “Effective Date”), by and between Brooklyn Navy Yard Development Corporation (“Lessor”), a New
York not-for-profit corporation with a principal address at Building 77, 141 Flushing Avenue, Suite 801,
Brooklyn, New York 11205, and Community Coach, Inc. (“Lessee”), a corporation with a principal address
at

WHEREAS, on even date herewith, Lessor and Lessee have entered into that certain Shuttle Service
Operator Agreement (the “Operator Agreement”) pursuant to which Lessor has engaged Lessee to provide
services in connection with the operation of a Shuttle Service between the Brooklyn Navy Yard and local
subway stops and certain other services (the “Shuttle Services”) as more fully set forth in the Operator
Agreement.

WHEREAS, in connection with providing the Shuttle Services, Lessee is requiring the use of certain
transportation equipment (as hereinafter defined with greater specificity, the “Equipment”) and Lessor desires
to provide such Equipment;

WHEREAS, Lessor and Lessee wish to set forth the terms on which Lessor is leasing to Lessee such
Equipment which Lessee will operate.

NOW, THEREFORE, in consideration of the mutual promises herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1. Term of Lease. The term of this Lease shall be coterminous with the Operator Agreement,
with an initial term of three (3) years (the “Initial Term”), beginning on (each period during the term of this
Lease from January 1 of one calendar year through December 31 of such calendar year or, if earlier, the
termination of this Lease, shall be referred to as a “Contract Year”). In the event the parties agree to renew the
Operator Agreement in accordance with the terms thereof, the parties may agree to extend the Lease such
that the Lease continues to be coterminous with the Operator Agreement (“Renewal Term”). Notwithstanding
the foregoing, (i) this Lease shall automatically terminate upon the termination of the Operator Agreement
and (ii) either party may terminate this Lease upon ninety (90) days prior written notice to the other party.

2. Lease of Equipment. During the term of this Lease, Lessor leases to Lessee, and Lessee
leases from Lessor, those buses identified on Exhibit A which is attached hereto and incorporated herein by
this reference (the “Equipment”). As to Lessor, Lessee leases the Equipment “AS IS”. Lessee will be
responsible for the normal maintenance and repair of the Equipment.

3. Rent. For each Contract Year, rent due under this Lease for each piece of Equipment leased
to Lessee shall be One Dollar ($1.00). In addition, Lessee shall pay or immediately reimburse Lessor for all
property taxes due on or with respect to the Equipment.

4. Title to Equipment. Title to each item of Equipment leased hereunder shall remain in the
Lessor during the entire term of this Lease, and Lessor shall otherwise retain all incidents of ownership.
Lessee shall have no right, title or interest in the Equipment, except as set forth in this Lease. Lessee shall
have no right to purchase or otherwise acquire title to, or ownership of, any of the Equipment.

5. Use of Equipment. Lessee is authorized to use the Equipment solely in connection with
the performance of the Shuttle Services as set forth in the Operator Agreement and strictly in accordance

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with the terms and provisions of such Operator Agreement. Lessee shall cause the Equipment to be used
lawfully.

6. Risk of Loss and Insurance. All risk of loss or damage to each item of Equipment shall be
borne by Lessee. Lessee shall, at its own cost and expense, keep each item of Equipment insured at the full
value thereof, against fire with extended coverage, and shall likewise insure all Equipment adequately against
theft and other risks, including third party liability claims for bodily injury and property damage arising from
use and maintenance of the Equipment, as more fully set forth in the Operator Agreement.

7. Sales Tax Exemption if requested by Lessor. Lessee agrees to provide Lessor with a Resale
Exemption Certificate in the state identified in Exhibit A (or other applicable sales tax exemption certificate)
for the Equipment claiming exemption from sales tax.

8. Default and Remedies. If Lessee defaults in payment, use of the Equipment strictly in
compliance with Section 5 hereof, or other performance required under this Lease, Lessor may: (i) sue for
and recover all rents and other amounts due with respect to the Equipment, and/or (ii) terminate this Lease
and take possession of the Equipment, without demand or notice, wherever same may be located.

9. Return of Equipment. Upon the expiration or termination of this Lease, the Equipment
shall be returned to Lessor and accepted by Lessor in good operating condition, normal wear and tear
excepted.

10. Warranty of Title. Lessor warrants and represents to the Lessee that it is the legal owner
of the Equipment (and any additions thereto) and that it has full right, title, power, and authority to enter into
this Lease and to lease the Equipment to Lessee as provided herein. Without the prior written consent of
Lessee, the Equipment shall not be transferred, delivered, sold, or conveyed during the term of this Lease,
unless the Lessor provides a replacement under this Lease for the Equipment which is transferred, delivered,
sold or conveyed. This Lease shall not be assigned, by either the Lessor or the Lessee, without the written
consent of the other party; however, Lessor may permit a lien or encumbrance to attach to the Equipment to
secure any loan obtained by Lessor to purchase, repair or replace the Equipment.

11. Miscellaneous. This Lease is governed by the laws of the state of New York. This Lease
may be executed in one or more counterparts (including by PDF), each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Any counterpart may be used in
connection with the proof of this Lease. Service of any notice to a party under this Lease shall be sufficient
if given personally or if mailed to the party at its address set forth below its signature or at such other address
as said party may provide in writing from time to time. Any notice mailed to said address shall be effective
when deposited in the United States mail, duly addressed and with postage prepaid.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have executed this Lease effective as of the Effective Date.

LESSOR:

BROOKLYN NAVY YARD DEVELOPMENT

CORPORATION,
a New York not-for-profit corporation

By:________________________________
Name:______________________________
Title:_______________________________

Address: Building 77
141 Flushing Avenue, Suite 801
Brooklyn, New York 11205

LESSEE:

By:
Name:
Title:

Address:

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 EXHIBIT A

Identification of All Buses to be Provided Under Lease

Year Make Model Type Status Mileage VIN Color Reg. State Ownership
2017 Grande West Vicinity Bus Active 93,630 2G9B30AA5HA098178 Branded NY Owned
2017 Grande West Vicinity Bus Active 94,619 2G9B30AA5HA098179 Branded NY Owned
2017 Grande West Vicinity Bus Active 92,043 2G9B30AA5HA098180 Branded NY Owned
2017 Grande West Vicinity Bus Active 96,905 2G9B30AA5HA098181 Branded NY Owned
2017 Grande West Vicinity Bus Active 81,423 2G9B30AA5HA098182 Branded NY Owned
2017 Grande West Vicinity Bus Active 97,509 2G9B30AA5HA08192 Branded NY Owned

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 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

EXHIBIT F
VENDOR QUALIFICATION FORM

Vendors Qualifications:
1. Company Experience and Qualifications
a. Describe your company’s size of operation, years in business, and number of
employees.
b. Provide a summary your company’s experience with projects of similar type and
scope.
c. Provide a summary of your company’s experience working with public-sector
organizations, and institutions in a similar industry.
d. Provide an overview of shuttle service system credentials including:
i. Your company’s annual revenues for each of the past two (2) years.
ii. List of any clients for whom you provide regular shuttle services on a
scheduled basis.
e. Provide a list of vehicles (make/model) in your company’s existing fleet, if any, and
indicate which vehicles would be used to supplement the shuttle service for which
services are being sought, either for Special Trips, Tours, or to meet the established
shuttle schedule.
f. Provide any additional information regarding your organization or services that you
feel would be beneficial in helping BNYDC determine your ability to provide the Work.

2. Account Management/ Staff Expertise

a. Provide an overview of proven and demonstrated hands-on expertise of key
management team members and staff in this area of work.
b. Demonstrated expertise in being a strategic partner with clients.
c. Provide the name and location of any company(ies) to whom you outsource repairs.
d. Provide the location of your bus garage.
e. Specify the individual(s) who would be assigned to manage this contract, and their
contact information.
 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

EXHIBIT G
REFERENCES

Please list three (3) references that Vendor has provided similar uniform rental and leasing services.
Include the company name, contact name & phone number:

Company Name Contact Name Phone Number Email Address

 Brooklyn Navy Yard Building 77
Development Corporation 141 Flushing Ave, Suite 801
[Link] Brooklyn, NY 11205

EXHIBIT H
COST PROPOSAL FORM

I. General Instructions: Respondents are required to submit a detailed cost proposal for the
Transportation Services. The cost proposal must include all necessary components for
providing the Transportation Services, including but not limited to labor, equipment,
maintenance, insurance, and management. Fuel costs should be itemized separately as they
will be reimbursed at actual cost.

II. Required Components of the Cost Proposal:

1. Service Hour Rates:
o Provide the hourly rate for Service Hours as defined in the contract. The rate
should encompass all costs associated with operating the BNY Shuttle Service,
excluding fuel.
o Clearly specify rates for different service schedules, if applicable.
2. Detailed Cost Breakdown:
o Labor Costs: Include driver wages, benefits, and any other personnel-related
expenses.
o Bus Acquisition and Maintenance: Detail costs related to bus procurement,
storage, maintenance, repair, replacement, licensing, and inspection.
o Management and Administrative Costs: Include expenses related to
overseeing and managing the Transportation Services.
3. Fuel Costs:
o Fuel costs should not be included in the Service Hour Rate.
4. Annual and Monthly Service Hours Estimation:
o Base your cost proposal on the anticipated range of 15,000 to 27,000 Service
Hours per year.
o Include calculations for total annual, monthly, weekly, and daily Service Hours.
o Include a completed Service Hour Calculation Sheet, as seen in the bottom of
this section.
5. Adjustment Provisions:
o Confirm understanding that BNYDC may alter, add to, or remove routes with
seven (7) days’ notice, and explain how such changes would impact your cost
structure.
6. Exclusions:
o Clearly state that holidays, vacations, sick time, and other non-operational
times are excluded from Service Hours and will not be compensated.
o Note that Navy Yard Tours or Special Trips are billed separately.
7. Supporting Documentation: