Crane - Inspection, Maintenance & Repair Services throughout the Tri-State Area

Location:	New York
Posted:	May 22, 2025
Due:	May 30, 2025
Agency:	Metropolitan Transportation Authority
Type of Government:	State & Local
Category:	J - Maintenance, Repair, and Rebuilding of Equipment
Solicitation No:	0000502483
Publication URL:	To access bid details, please log in.

Crane - Inspection, Maintenance & Repair Services throughout the Tri-State Area (0000502483)

Solicitation number: 0000502483
Contract number: N/A
Title/description: Crane - Inspection, Maintenance & Repair Services throughout the Tri-State Area
Funding: 100% Operating
Goals: N/A
Est $ Value: $1M - $50M
Contract Term: Three years
Current opening/due date: 5/30/2025
Document availability date: 3/11/2025
Current addenda: 7

Solicitation Notice

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Procurement

DATE: //2025

NON-CONSTRUCTION CONTRACT SOLICITATION NOTICE

MTA- HQ IS NOW ADVERTISING FOR THE FOLLOWING:

SSE #:000050

OPENING/DUE DATE: 01/2025

TYPE OF SOLICITATION: IFB

DOCUMENT AVAILABILITY DATE: //2025

SOLICITATION TITLE: &UDQH,QVSHFWLRQ0DLQWHQDQFH 5HSDLU6HUYLFHVWKURXJKRXWWKH7UL

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DESCRIPTION: 07$ LV VHHNLQJ ILUP IL[HG SULFLQJ IRU &UDQH ,QVSHFWLRQ 0DLQWHQDQFH DQG

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Funding: Operating 100%

Est $ Range: $1M - $5M

Goals: None

Contract Term: YearV

*PLEASE SEE ATTACHED PROJECT OVERVIEW FOR ADDITIONAL INFORMATION*

() PRE-BID CONFERENCE:

() SITE TOUR

FOR MORE INFORMATION, PLEASE CONTACT

PROCUREMENT REPRESENTATIVE: Zumrad Rashidova

DATE:

DATE: N/A

TIME:

TIME: N/A

EMAIL: zumrad.rashidova-consultant@mtahq.org

Business Service Center

Procurement Department, 10th fl.

333 W. 34th Street, New York, NY 10001

INQUIRY

REPLY MUST BE MADE ON THIS FORM

Date: 03/11/2025 Page 1 of 80

Metropolitan Transportation Authority (MTA), a governmental instrumentality of the State of New York, hereby solicits from you a Bid for the prices at

which you offer to furnish the materials, equipment, supplies and/or services described below. The MTA Purchase Order Terms and Conditions attached

to this Inquiry will be applicable to any award made on your Bid. Awards will be evidenced by the MTA’s issuance of a Purchase Order accepting your

Bid. MTA reserves the sole right to waive minor informalities or irregularities in or, in the alternate, to reject any or all Bids. Unless otherwise

noted in the text of this Inquiry, awards will be made on a gross sum bid basis. Vendor’s Bid must be signed by an authorized individual. The MTA may

conduct this procurement through the secure, online My MTA Portal managed by the MTA. All Bids in the My MTA Portal must be uploaded into the

Portal in accordance with the instructions and the due date provided with this Inquiry. Once opened, Bids are firm and cannot be withdrawn for 90 days.

MTA is exempt from state and local sales taxes and certain federal excise taxes on its purchases.

Inquiry #: 0000502483

For: Crane Inspection, Maintenance and Repair Services

Manager (Designated “Point of Contact”): Zumrad Rashidova (Consultant)

Email: zumrad.rashidova-consultant@mtahq.org

*DUE DATE/TIME: 2:30 PM EST, 04/10/2025

** BID OPENING DATE/TIME: 2:30 PM EST, 04/10/2025

**If this Solicitation is subject to a public opening, such opening will take place virtually via Youtube, those who wish to attend must request

the link by emailing the Point of Contact listed above. Bid results will be provided within 48 hours after the Public Bid Opening Date at https://

www.mta.info/doing-business-with-us/procurement/mta-headquarters

Item Quantity Description

Uni t Pri ce

*Bids will NOT be accepted after the DUE DATE/TIME indicated above

RE: MTA is seeking firm, fixed pricing for Crane Inspection,

Maintenance and Repair Services for NYCT DCE, NYCT DOB,

MTABC, NYCT DOS, NYCT DOT and BRTUN.

The MTA reserves the right, in its sole and absolute

discretion, to award to one Bidder, or award to multiple

Bidders by Agency.

PLEASE

PROVIDE

PRICING

ON PRICE

SCHEDULE,

ATTACHED

SEPARATELY AS

AN EXCEL FILE

BY SIGNING BELOW, VENDOR CERTIFIES THAT (1) IT IS IN STRICT COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE INQUIRY,

(2) IT IS NOT SUBMITTING, TAKING, OR INCORPORATING ANY EXCEPTIONS, DISCLAIMERS, CONTINGENCIES, ADDITIONAL TERMS, OR

OTHER MODIFICATIONS TO ANY OF THE TERMS AND CONDITIONS OF THE INQUIRY INCLUDING, BUT NOT LIMITED TO, THE TERMS AND

CONDITIONS IN THE "MTA PURCHASE ORDER TERMS AND CONDITIONS", AND (3) IT AGREES TO BE BOUND BY SUCH TERMS AND

CONDITIONS AND ALL CONTRACT DOCUMENTS, INCLUDING, BUT NOT LIMITED, TO THE SCOPE OF WORK AND PRICE SCHEDULE.

Discount Terms (if applicable):

Vendor Name:

Vendor’s Signature:

Title:

Email address:

Federal Tax ID#:

Date:

To register on the My MTA Portal (preferred), please visit www.MYMTA.info

All Solicitations Inquiry Form

MTA Inquiry No. 0000502483

Rev. 6/2018

Page 1 of 80

MTA PURCHASE ORDER TERMS AND CONDITIONS

1. Applicability; Definitions and Interpretations. These terms and conditions (the "Terms

and Conditions") apply to Solicitations that the Metropolitan Transportation Authority ("MTA")

issues in connection with its procurement of Work. The following capitalized terms and

interpretative rules have the meanings set forth below. Additional terms are defined in context.

1.1. "Bid" means the materials submitted by a Bidder in response to the Solicitation. The term

"Proposal" and other similar terms have the same meaning as Bid.

1.2. "Bidder" means an individual or entity that submits a Bid in response to a Solicitation.

The term "Proposer" and other similar terms have the same meaning as Bidder.

1.3. "Contract" means the agreement entered into between the MTA and Vendor based on

the Solicitation. The Contract consists of all Contract Documents including the Solicitation,

Purchase Order and the Bid.

1.4. "Contract Documents" means all documents that the MTA issues in connection with the

Solicitation, including these Terms and Conditions.

1.5. "Manager" (or “Contract Manager” or “Designated Point of Contact”) means the MTA

representative (and her or his designees and representatives) with responsibility for overseeing

the Contract. Specific Manager responsibilities are set out in the Contract.

1.6. "Contribution" means a suggestion, recommendation, or idea made by the MTA to

Vendor relating to the Work.

1.7. "Default Event" means: Vendor's breach of the Contract, including where (i)

performance of the Work is delayed; (ii) Vendor willfully violates any Contract obligation or has

abandoned the Work; (iii) Vendor has become insolvent or has assigned the proceeds of the

Contract for the benefit of creditors; (iv) Vendor has breached any representation, warranty, or

covenant in the Contract; (v) Vendor has otherwise breached a Contract obligation; or (vi) a

Default Event that is otherwise defined in the Contract.

1.8. "Documentation" means all written, printed, or electronic material that provides

information, including specifications, designs, sketches, blueprints, patterns, models, manuals,

handbooks, informational diagrams, system architecture, database schemas, drawings,

engineering changes, and any other similar materials.

1.9. “Effective Date” means the date on which the MTA issues the PO, and on which Vendor

promptly begins performing the Work, unless otherwise set out in the Contract.

1.10. "Goods" means all tangible items that Vendor is required to provide under the Contract.

1.11. "Intellectual Property Rights" means any rights under patent law, copyright law,

trademark law, moral rights law, trade secret law, and other similar law concerning proprietary

rights (whether such rights are registered or unregistered).

1.12. Include and Including. The words "include" and "including" and similar words used in

the Contract shall mean "including, but not limited to" and shall not be interpreted to indicate a

finite set, unless otherwise explicitly stated.

1.13. "Metropolitan Transportation Authority" or "MTA" means the Metropolitan

Transportation Authority, a New York public authority and public benefit corporation established

pursuant to Title 11 of Article 5 of the Public Authorities Law of the State of New York, its

affiliates and subsidiaries, and the MTA's successors.

1.14. "MTA Data" means, collectively: (i) any information that the MTA provides to Vendor, or

information belonging to the MTA to which Vendor otherwise has access to, in connection with

the Contract; (ii) any information, data, reports, studies, recommendations, or other information

that Vendor makes or develops in connection with, or resulting from, the Work; and (iii)

derivatives of (i) and (ii) above. The term "MTA Data" expressly includes Contributions.

1.15. "MTA Indemnitees" means, collectively: (i) the MTA and its affiliates and subsidiaries,

including Long Island Rail Road Company, Metro-North Commuter Railroad Company, Staten

Island Rapid Transit Operating Authority, MTA Bus Company, MTA Construction & Development

Company, First Mutual Transportation Assurance Company, and all future subsidiaries of the

MTA; (ii) New York City Transit Authority and its subsidiary, Manhattan and Bronx Surface

Transit Operating Authority, and all future subsidiaries of New York City Transit Authority; (iii)

Triborough Bridge and Tunnel Authority; (iv) all other entities that are or may in the future be

affiliates or subsidiaries of any entity identified in (i), (ii), or (iii) of this sentence, including the City

of New York and State of New York; and (v) any officers, directors, employees, and agents of

any entity identified in (i) – (iv) of this sentence. The term "MTA Indemnitees" also includes those

additional third parties identified in an applicable MTA certificate of insurance as being covered

by Vendor's indemnification obligations herein.

1.16. "MTA Property" means the real or tangible property of the MTA Indemnitees.

1.17. "Personal Information" means information that could be used to: (i) identify a unique

natural person; (ii) authenticate such natural person; or (iii) commit identity theft or impersonation.

By way of example, and not limitation, Personal Information includes a natural person's: (a)

Social Security number; (b) passport number; (c) financial information (including cardholder

data); (d) driver's license or state-issued identification card number; and (e) other identifying or

identifiable information as defined by law, such as a user name and password.

1.18. "Price Schedule" means those forms included in the Contract Documents to be

completed and submitted by Vendor with its Bid, and that sets out Vendor's proposed

compensation for the Work.

1.19. "Project Manager" or “PM” means the MTA representative (and her or his designees

and representatives) responsible for managing the Contract.

1.20. "Purchase Order" or "PO" means an MTA-issued document (i) notifying Vendor that it

has been awarded the Contract, or (ii) constituting the MTA's order of Work and that includes

the Delivery Requirements as further set out in Section 3.4.1 (Delivery Requirements; Delivery

Remedies). An MTA-issued notice of award letter or blanket order release form may be used

in lieu of a PO notifying Vendor that it has been awarded the Contract.

1.21. Or. The term "or" when used in the Contract means "and/or".

1.22. "Security-Sensitive Information" means Confidential Information that the MTA

designates as security sensitive either orally or by marking the Confidential Information as

"security-sensitive information" or with a similar legend denoting its status.

1.23. "Services" means all labor and services that Vendor is required to perform pursuant to

the Contract.

1.24. "Solicitation" means those MTA-issued documents and other MTA activities relating to

the MTA's procurement of Work prior to the Effective Date. The term "Solicitation" includes

requests for proposals, invitation for bids, inquiries and other similar documents that the MTA

issues in connection with its procurement of Work.

1.25. “Term” means the period of time identified in the Contract for the performance of the

Work, starting on the Effective Date through the end date, and as such period may be extended

pursuant to the terms therein.

1.26. "Vendor" means the Bidder to which the Contract was awarded. The terms "Contractor",

"Seller", "Offeror" and other similar terms have the same meaning as Vendor.

1.27. "Work" means, collectively: (i) the furnishing of all services, labor, goods, materials,

equipment, Documentation, and deliverables; (ii) the services, labor, goods, materials,

equipment, Documentation, and deliverables themselves; and (iii) all other incidentals including

any other required construction, furnishing, installation, and performance required by the

Contract. The term "Work" expressly includes all Goods and Services.

2. Scope of Work. Vendor shall complete all Work in accordance with the Contract, including

Vendor's provision, as applicable, of all Goods, Services, material, labor, plants, tools,

transportation, and all other means and items necessary to complete the Work. The Contract

indicates the amount of Work, its nature, and the method of its performance. If specific

requirements are not provided, then the Work shall conform to industry best practices and the

latest applicable standards of nationally recognized associations, and otherwise consist of best

class materials. Vendor shall perform the Work with the highest regard to the safety of life and

property, in accordance with the Project Manager's directions, and to the MTA's reasonable

satisfaction. Vendor shall not modify the Work unless such modification is memorialized in a

Change Order signed by both parties. Vendor shall perform the Work continuously and diligently.

3. Ordering and Delivery of Goods. The following provisions apply to the extent that the

Work involves Vendor's provision of Goods.

3.1. Placing Orders. The MTA shall place orders for Goods purchased pursuant to the

Contract using MTA-established ordering procedures, including the MTA's issuance of a PO.

3.2. Shipment Consolidation; Over Shipment. Unless otherwise specified in the Contract

or a PO, Goods ordered shall be consolidated into a single shipment to the MTA that is plainly

marked with the PO number. If Vendor delivers to the MTA a quantity of Goods that exceeds

the quantity ordered (each, an "Over Shipment"), then the MTA shall have the right to accept

or reject the Over Shipment, either in part or in whole. If the MTA rejects any portion of the Over

Shipment, then such rejected portion shall be treated as if the Goods were delivered in advance

of the Delivery Requirements as set out in Section 3.4.1 (Delivery Requirements; Delivery

Remedies).

3.3. Shipment Notice. Vendor shall notify the Project Manager of each shipment of Goods

made pursuant to the Contract. Such notice must: (i) specify the PO number, and the kind and

quantity of Goods being shipped; (ii) include Vendor's acknowledgment of its compliance with

Section 7.9 (Most Favored Customer); (iii) be clearly marked "Shipment Notice"; and (iv) be

sent via email on the shipping date.

3.4. Delivery.

3.4.1. Delivery Requirements; Delivery Remedies. The MTA shall include in each order for

Goods: (a) the quantity of Goods to be provided, and (b) the time and location that such Goods

are to be delivered (collectively, the "Delivery Requirements"). Vendor acknowledges that

time is of the essence and shall fully comply with the Delivery Requirements. If Vendor violates

the Delivery Requirements, then the MTA shall have the right to: (i) inspect and accept or reject

such Goods pursuant to Section 5 (Review of Work; Acceptance and Rejection); (ii) return such

Goods to Vendor for delivery in compliance with the Delivery Requirements or deliver the

Goods to the designated location, all at Vendor's sole cost and expense; (iii) retain the Goods,

and withhold payment for such Goods until the delivery date included in the Delivery

Requirements; (iv) place the Goods in storage, at Vendor's sole cost and expense, until the

delivery date included in the Delivery Requirements; or (v) require Vendor to remove such

Goods within five (5) days of the MTA's request and, if Vendor fails to do so, then such Goods

shall be deemed abandoned and the MTA shall have the right to dispose of such Goods and

to apply any proceeds of such disposal to Vendor's account, after deducting expenses for such

disposal, and all without further liability or responsibility of the MTA. Notwithstanding anything

to the contrary, Vendor shall be solely responsible for all: (a) risk of loss of the Goods until such

risk of loss transfers to the MTA pursuant to Section 16 (Risk of Loss); and (b) insurance

charges relating to the Goods until the risk of loss transfers to the MTA pursuant to Section 16

(Risk of Loss).

3.4.2. Delivery Delays. If Vendor is unable to meet the Delivery Requirements for any reason,

then it shall immediately notify the MTA of the delay via telephone and in writing. Such notice

shall include: (i) the specific Goods delayed; (ii) the reason for the delay; and (iii) the proposed

schedule to correct the delay. Subject to Section 29.16 (Force Majeure), the MTA shall have

the right to (a) accept or reject the delayed performance, and (b) direct Vendor to provide

expedited shipping, and Vendor shall be solely responsible for any excess costs incurred for

such expedited shipping. Vendor's failure to notify the MTA of its inability to meet the Delivery

Requirements or Vendor's failure to comply with the Delivery Requirements for more than thirty

MTA Inquiry No. 0000502483

Page 2 of 80

(30) days following an MTA-approved delay shall each constitute a Default Event. The MTA

shall not be liable for Vendor's commitments or production arrangements necessary to meet

the Delivery Requirements.

4. Performance of Services.

4.1. Time of Performance; Delays. Vendor acknowledges that time is of the essence and

agrees to meet all scheduled dates established in the Contract with respect to its performance

of Services. The MTA has the sole discretion to grant extensions of time to perform Services if

Vendor has been delayed in its performance to the extent that: (i) the delay is beyond Vendor's

reasonable control; (ii) the delay is due to a cause arising after the Effective Date, and neither

was, nor could have been, reasonably anticipated before the Effective Date; (iii) performance

is actually delayed; and (iv) the delay could not have been anticipated, avoided, and mitigated

by the exercise of all reasonable precautions, efforts, and measures, including planning,

scheduling, and rescheduling, whether before or after the delay occurred. If the delay is

attributable to the MTA, then Vendor's sole and exclusive remedy shall be to receive an

equitable extension of the time to perform the Services. The MTA reserves the right to rescind

any extension of time due to delay if the MTA later determines that the delay could have been

mitigated by Vendor's reasonable exercise of precautions, efforts, or measures.

4.2. Holiday Hour Limitations. "Holiday Hours" means 1:00 PM (ET) on the day preceding

an MTA-observed holiday through 11:59 PM (ET) on the day of an MTA-observed holiday.

Unless otherwise set out in the Contract or the Project Manager agrees in writing, Vendor shall

not schedule or perform any Services during Holiday Hours that require MTA oversight,

inspection, support, or that otherwise interferes with MTA operations or impacts passengers.

5. Review of Work; Acceptance and Rejection.

5.1. MTA Review of Work. All Work is subject to the MTA's inspection and acceptance.

Unless otherwise set out in the Contract, and in addition to any inspection performed pursuant

to Section 6 (Inspection), the following process applies to the MTA's inspection of Work:

5.1.1. Inspection and Acceptance Testing; Acceptance and Rejection. Vendor shall notify

the MTA in writing when an applicable portion of the Work has been provided to the MTA in

compliance with the Contract and is otherwise in a form ready for inspection and acceptance

testing. Upon the MTA's receipt of such notice, or the MTA's determination that such Work is

ready for inspection and acceptance testing, the MTA shall use good faith efforts to inspect

such Work within thirty (30) calendar days (the "Inspection Period") to determine whether the

Work: (i) complies with the Contract requirements; (ii) is free of defects in material or

workmanship; and (iii) otherwise meets the MTA's reasonable expectations (collectively, the

"Acceptance Criteria"). If the MTA determines that the Work meets the Acceptance Criteria,

then the MTA shall pay for such Work in accordance with the Contract, and such Work shall be

deemed inspected and accepted by the MTA upon its issuance of payment for such Work.

Vendor agrees that no other MTA action shall constitute the MTA's acceptance of Work. If the

MTA determines that the Work fails to meet the Acceptance Criteria, then it will reject the Work

and notify Vendor of the same in writing (each, a "Deficiency Notice"). Each Deficiency Notice

shall describe (a) the deficiencies preventing acceptance, and (b) MTA-required corrective

actions. Vendor acknowledges that: (1) the MTA's execution of a bill of lading shall not

constitute its acceptance of Work, and (2) the MTA's failure to reject Work shall not be deemed

to be, or otherwise imply, its acceptance of such Work for any purpose.

5.1.2. Vendor Deficiency Notice Obligations. Vendor shall have ten (10) business days

from its receipt of a Deficiency Notice, or such other period of time mutually agreed upon by

the MTA and Vendor, to fully correct, re-perform, or replace the rejected Work. Upon completion

of such corrective actions, Vendor shall resubmit the Work for further inspection pursuant to

this Section 5 (Review of Work; Acceptance and Rejection), and the Inspection Period shall be

deemed to have commenced upon such resubmission. Work that has been rejected shall be

removed or, if the MTA permits, corrected in its current location, both at Vendor's sole cost and

expense. If Vendor fails to promptly remove the Work or otherwise correct the same as

required, then the MTA shall have the right to: (i) correct the Work itself or engage a third party

to do so, all at Vendor's sole cost and expense; (ii) accept the Work, and pay Vendor a reduced

amount for the Work, with the MTA determining an equitable reduction in price based on the

Work defects; (iii) return rejected portions of the Work to Vendor at Vendor's sole cost and

expense, in which case the MTA shall have no further obligation with respect to such Work; or

(iv) treat such failure as a Default Event. Notwithstanding anything to the contrary, if Vendor

fails to remove rejected Work in compliance with the MTA's direction within fifteen (15) days of

such notice, then such Work shall be deemed abandoned and the MTA shall have the right to

dispose of such Work and to apply any proceeds of such disposal to Vendor's account, after

deducting expenses for such disposal, and all without further liability or responsibility of the

MTA with respect to the Work. In no event shall the MTA have any liability for rejected Work.

5.1.3. Effects of Acceptance. Vendor agrees that the sole effects of the MTA's acceptance

of Work are (i) to transfer the risk of loss and title for the applicable portion of the Work from

Vendor to the MTA pursuant to Section 16 (Risk of Loss), and (ii) to determine the conclusion

of the Inspection Period when calculating the timing of the MTA's payment obligation pursuant

to Section 7.6 (Prompt Payment; Tolling). The MTA's acceptance of Work, granting an

extension of time, taking possession of Work, or other similar actions, shall not operate as a

waiver of any Contract obligation or the MTA's right to damages. By way of clarification, and

not limitation, the MTA's inspection and acceptance of Work shall not prohibit the MTA from

subsequently rejecting the Work, revoking such acceptance, or recovering damages for Work

that is not free from patent or latent defects.

6. Inspection. In addition to the MTA's rights set out in Section 5 (Review of Work;

Acceptance and Rejection), all Work is subject to the MTA's inspection and testing, to the extent

practicable, at all time and places, including the time and place of manufacture (the "Inspection

Right"). The Inspection Right includes the right (i) to make the most thorough and detailed

inspection of the Work, including materials and their manufacture or preparation, and (ii) to draw

Vendor's attention to deficiencies in the Work or other variations from the Contract requirements.

The Inspection Right is intended solely for the MTA's benefit. The Inspection Right does not, and

the MTA's failure to draw Vendor's attention to a defect does not, give Vendor any right or claim

against the MTA, and does not relieve Vendor from its obligations under the Contract. Vendor

shall at all times provide the Project Manager access to all facilities necessary, convenient, or

desirable for inspecting the Work. The Project Manager shall be admitted at any time without

delay to where the Work is being performed and shall be permitted to inspect materials at any

place or stage of their manufacture, preparation, shipment, or delivery. If the Work or any part

thereof is found defective, Vendor shall, without cost to the MTA, promptly remedy such defect in

order to achieve compliance with the Contract requirements. Any inspection hereunder shall not

unreasonably disrupt Vendor's performance of the Work.

7. Consideration; Invoices and Payment.

7.1. Consideration. The MTA shall pay the amount set out in the Price Schedule for all Work

and all costs and expenses that Vendor incurs in connection with the Contract (the "Total

Contract Price"). The Total Contract Price does not represent the MTA's commitment or

guarantee to pay the Total Contract Price unless the MTA determines that Vendor has fully met

the Contract requirements for receiving such payment. The Total Contract Price shall also be

adjusted to reflect those amounts established in a Change Order or other Contract amendment.

Under no circumstances shall the MTA pay for Goods or Services that are not set out in the

Contract, a Change Order, or other Contract amendment and, as a result, are not included in

the Total Contract Price.

7.2. Prices to Include. The MTA shall pay, and Vendor shall accept as full payment, the

Total Contract Price as full compensation for all costs and expenses for completing all Work in

accordance with the Contract, including: (i) all labor, services, hardware, equipment, and

material required to be provided under the Contract; (ii) all overhead, expenses, fees, and

profits; (iii) all risks and obligations set forth in the Contract; (iv) all applicable fees and taxes;

and (v) all expenses attributable to any unforeseen difficulty encountered in the provision of the

Work. The MTA shall not be responsible for Vendor costs attributable to: (a) Vendor or

subcontractor mistakes, inefficiencies, or deliveries of defective or non-conforming Work; (b)

Vendor or subcontractor failures to timely identify and resolve problems; or (c) training or other

time required to bring a replacement person up to the level of proficiency and knowledge of a

person being replaced.

7.3. Travel Expenses. If performance of Work requires travel (including meals and lodging),

then such travel shall be done in accordance with the MTA's Travel and Business Expense

Policy, Prepaid Meal Deduction Table, and Per Diem Table (or the New York Office of the State

Comptroller's Travel Manual if said Manual is identified in the Contract as controlling), as the

MTA may update the same from time-to-time, and which are available to Vendor upon request.

In no event shall Vendor's travel expenses exceed the amount set out in its Bid, absent the

express written consent of the MTA prior to incurring such expenses.

7.4. ACH Payment. The MTA Business Service Center ("MTA BSC") shall make authorized

payments to Vendor. All MTA BSC payments shall be made via Automated Clearing House

("ACH"). Vendor hereby authorizes MTA BSC to make payments to Vendor using an MTA

BSC-designated ACH. If Vendor has not previously provided MTA BSC with ACH instructions,

or if such instructions have changed since they were last provided, then Vendor shall submit

current ACH instructions to MTA BSC via the Vendor Master Setup Maintenance form

(available at: https://new.mta.info/doing-business-with-us/business-service-center/invoice-

processing) immediately upon the Effective Date. Vendor acknowledges that providing such

ACH instructions is necessary before MTA BSC issues any payment pursuant to the Contract.

7.5. Invoices.

7.5.1. Invoice Content. In addition to any other Contract requirements, Vendor invoices shall

include: (i) a PO number; (ii) a detailed description of the Goods (including quantity) delivered,

Services performed, or other events triggering Vendor's entitlement to payment, as applicable;

(iii) the amount to which Vendor believes that it is entitled, less any deductions to which the

MTA BSC is entitled or is required by the Contract, such as retainage, if any; (iv) copies of any

required acceptance certificates (if applicable); and (v) any other information that the MTA BSC

reasonably requests. The MTA BSC reserves the right to reject any incomplete or inaccurate

invoice. If an invoice is not calculated correctly, then the MTA BSC may reject it in whole, or

only accept that portion of the invoice that has been calculated correctly.

7.5.2. Invoice Submission; Acceptance. Vendor shall submit an invoice for the applicable

Work upon Vendor's provision of Work to the MTA in compliance with the Contract. In no event

shall Vendor submit invoices more than once per month. Vendor shall submit all invoices by

regular United States Postal Service (USPS) mail or email as follows:

Email:

invoice@mtabsc.org

Address:

MTA Business Service Center

Accounts Payable

333 W. 34th Street, 9th Floor

New York, NY 10001-2402

Email submission is preferred, as your invoice will be processed more quickly.

7.6. Prompt Payment; Tolling. The MTA shall make payments to Vendor in compliance with

Public Authorities Law Section 2880, and the MTA's implementing rules, called the Statement

of Rules and Regulations With Respect To Prompt Payment (the "Prompt Payment

Statement"), which is codified in 21 NYCRR Part 1002. Payments, including progress

payments and those for substantial completion, if applicable, are generally made within the

"Payment Period", which is defined herein as thirty (30) calendar days (excluding legal

MTA Inquiry No. 0000502483

Page 3 of 80

holidays) of the later of (i) MTA's receipt of Vendor's proper invoice, and (ii) the conclusion of

the Inspection Period. The MTA reserves the right to audit an invoice to verify that the amount

to be paid is in accordance with the Contract (each, an "Invoice Audit"). The MTA shall use

good faith efforts to complete any Invoice Audit within ten (10) business days. The Payment

Period shall be tolled pursuant to the Prompt Payment Statement if an Invoice Audit or an MTA

inspection reveals a defect in Work or suspected improprieties of any kind (including Vendor

Contract breaches), or the MTA otherwise rejects the Work pursuant to Section 5 (Review of

Work; Acceptance and Rejection). Interest for late payments shall be paid in accordance with

the Prompt Payment Statement.

7.7. Final Payment; Release. Upon the MTA's determination that all Work required under

the Contract has been inspected and accepted, the MTA shall notify Vendor of the same and

Vendor shall immediately submit to the MTA an invoice for final payment of any amount that

Vendor believes to be due and owing (the "Proposed Final Payment"). The MTA shall then

issue the amount it believes to be due and owing as final payment (the "Final Payment"). The

Proposed Final Payment shall otherwise be processed in accordance with this Section 7

(Consideration; Invoices and Payment). Vendor's acceptance of the Final Payment shall

constitute Vendor's release of the MTA from any claim, liability, or obligation arising out of or

relating to the Contract and for any prior act, neglect, fault, or default of the MTA, its officers,

agents, or employees. No MTA payment, Final Payment or otherwise, shall constitute the

MTA's release of Vendor or its sureties from any claim, liability, or obligation arising out of or

relating to the Contract. Notwithstanding anything to the contrary, Vendor shall not be barred

from commencing an action for breach of Contract if a detailed and verified statement of the

claim is delivered to the MTA no later than forty (40) days after the MTA's issuance of the Final

Payment; provided, however, that such statement specifies the items upon which the action

will be based and any such action shall be limited to such items and addressed in accordance

with Section 24 (Disputes). In the event the MTA retains five (5) percent of the Total Contract

Amount, upon satisfactory completion of the Work and, if the MTA so elects, the completion by the

MTA of its audit of the Vendor’s records and accounts as provided in Article 15 (Recordkeeping;

Audit), which audit shall be completed as expeditiously as possible, any amounts so retained by the

MTA, less any amounts found due the MTA as a result of such audit, shall be paid the Vendor.

7.8. Early Payment Program or “EPP”. When applicable, the MTA offers EPP, or the

opportunity to receive early payment(s) on approved invoices in exchange for a discount. There

is no cost or obligation on Vendor to join the EPP. Vendor must utilize ACH payments in order

to enroll in EPP. Additional information on EPP may be found at: www.c2fo.com/MTA. Rates

of discount are set at the MTA’s sole and absolute discretion.

7.9. Most Favored Customer. If, during the Term, both (i) Vendor sells or offers for sale

goods to a third party at a lower price than the price that the MTA is paying for the same or

similar Goods, and (ii) the quantity of goods sold or offered for sale to such third party is the

same or less than the quantity of Goods that the MTA has or may purchase pursuant to the

Contract, then the MTA's purchase price shall be reduced to such lower price for all unshipped

orders of Goods and all subsequent orders of Goods made pursuant to the Contract.

8. Intellectual Property.

8.1. Grant of Rights to MTA in Work. Vendor hereby grants to the MTA a worldwide, non-

exclusive, sublicensable, fully paid-up, royalty-free license in and to those Intellectual Property

Rights necessary to permit the MTA: (i) to copy, distribute, modify, and otherwise use and

exploit the Work, and (ii) to make, use, and transfer items that embody the Work; provided,

however, that the MTA shall exercise such rights solely for the purposes specified in or

contemplated by the Contract and the MTA's operations. The MTA shall retain such rights for

the useful life of the Work, as determined by the MTA.

8.2. Grant of Rights to Vendor in MTA Data. Subject to the terms and conditions of the

Contract, including those set out in Section 23 (Confidentiality and Privacy), the MTA, under its

Intellectual Property Rights, hereby grants to Vendor during the Term, a limited, non-exclusive,

non-transferrable, non-sublicensable license to copy and modify MTA Data, but solely for the

purpose of Vendor fulfilling its obligations to the MTA under the Contract, and for no other

purpose. Vendor acknowledges that the rights granted to it pursuant to this Section 8.2 (Grant

of Rights to Vendor in MTA Data) shall immediately terminate upon any Contract termination

or expiration.

8.3. Ownership of MTA Data. Vendor acknowledges that (i) MTA Data is licensed, not sold,

to Vendor, and (ii) as between Vendor and the MTA, and subject to Section 8.2 (Grant of Rights

to Vendor in MTA Data), the MTA is the sole and exclusive owner of all of the right, title, and

interest in and to MTA Data, and in and to all associated Intellectual Property Rights.

8.4. Ownership of Custom Work; Assignment. The term "Custom Work" means Work that

Vendor specifically develops or designs, or causes to be developed or designed, for the MTA

pursuant to the Contract. Custom Work includes, but is not limited to, designs, sketches,

drawings, blueprints, patterns, dies, molds, masks, software, models, tools, gauges,

equipment, Custom Training Materials, and special appliances. Vendor hereby assigns and

transfers to the MTA all right, title, and interest in and to all Intellectual Property Rights

associated with the Custom Work, and Vendor shall provide all requested supporting

documentation to the MTA to perfect such assignment.

8.5. No Implied Rights. Nothing in the Contract shall be construed to grant Vendor any rights

other than those expressly provided herein. Any rights granted to Vendor under the Contract

must be expressly provided herein, and there shall be no implied rights pursuant to the

Contract, based on any course of conduct or other construction or interpretation thereof. All

rights and licenses not expressly granted herein by the MTA are reserved.

8.6. Bankruptcy Code Section 365(n). The licenses granted to the MTA in the Contract are

rights to "intellectual property" for purposes of Section 365(n) of the U.S. Bankruptcy Code, and

the MTA shall be entitled to exercise all rights provided by Section 365(n). Vendor agrees that

it shall not interfere with the MTA's exercise of such rights, and further agrees that the MTA

shall maintain the licenses under the terms of Contract, even if Vendor ceases operations or is

purchased or merges into another entity.

9. UCC; Modifications.

9.1. Vendor Warranty Obligations. In addition to any other representations, warranties, and

requirements set out in the Contract, the warranties, express or implied, created or recognized

by the Uniform Commercial Code of the State of New York (the "UCC") shall apply to all Work,

and may not be excluded or modified. The warranties set out in the preceding sentence include

Work that does not otherwise constitute "goods" within the meaning of the UCC. Vendor agrees

to take back, replace, and otherwise correct to the MTA's satisfaction, all Work violating such

warranties and to assume all risk and costs associated with such remedy. Any Work held by

the MTA pending Vendor's remedy, shall be so held at Vendor's sole risk and expense. In

addition, Work, as delivered, shall include and be covered by all applicable warranties of the

manufacturer and any other intermediary, and Vendor shall be responsible for enforcing such

warranties on the MTA's behalf. The delivery and existence of any such manufacturers'

warranties shall not relieve Vendor of any of its obligations under the Contract. Except as

otherwise provided in the Contract, Vendor warrants its workmanship for a period of one (1)

year from completion of the Work.

9.2. Modification to Work. The MTA shall have the right to modify any portion of the Work

(each, an "MTA Work Modification"). Vendor agrees that MTA Work Modifications are the

MTA's property, and shall not relieve Vendor of any of its Contract warranty obligations in the

Contract, unless the MTA Work Modification is the sole cause of the Work's nonconformance

with the warranty.

10. Vendor Compliance.

10.1. Compliance with Laws and Regulations; Permits and Licenses. A non-exhaustive

list of applicable laws, regulations, and requirements is incorporated into, and attached to, these

Terms and Conditions as Schedule 1 (Applicable Laws and Regulations). Vendor shall, and

ensure that any subcontractors shall, at their sole cost and expense, comply with all applicable

federal, state, and local laws, rules, and regulations, whether or not referenced in the Contract

or otherwise included in Schedule 1 (Applicable Laws and Regulations). Vendor shall be solely

responsible for obtaining and paying all charges, permits, and licenses required for the

performance of the Work. If a permit or license is not required due to the MTA's statutory

exemption, then Vendor shall nevertheless secure such permit or license except to the extent

that the MTA waives such obligation in writing.

10.2. All Legal Provisions Included. As a public entity, the MTA is required by law, rule, or

regulation to include certain provisions in agreements that it enters into with third parties

(collectively, the "Required Legal Provisions"). Notwithstanding anything to the contrary, if

any Required Legal Provision is not included in the Contract, or included incorrectly, then the

Contract shall be deemed amended so as to include the Required Legal Provision in the

required form, and such Required Legal Provision shall be binding on the MTA and Vendor.

10.3. Compliance with MTA Policies and Procedures. Vendor shall comply with all MTA

policies, procedures, and standards (and MTA updates to the same) relating to Vendor's

performance of the Work. Vendor shall also comply with the Guidelines for Contractors, a copy

of which was either included with the Contract Documents or available upon request.

11. Indemnification.

11.1. Vendor Indemnification. Vendor shall defend, indemnify, and hold the MTA and the

MTA Indemnitees, harmless from and against any third party claim, action, suit, or proceeding

resulting from: (i) Vendor's breach of the Contract; (ii) any effluent or other hazardous waste,

residue, contaminated soil, or other similar material discharged from, removed from, or

introduced on, about or under MTA Property; (iii) Vendor's failure to comply with law; (iv) any

Work's actual or alleged infringement of a third party's Intellectual Property Rights; (v) injury to

persons, deaths, or property damage caused by Vendor; and (vi) any acts or omissions of

Vendor or its agents, subcontractors, or employees. Subject to Section 11.2 (Procedure for

Indemnification), Vendor shall indemnify the MTA Indemnitees for all losses, damages,

liabilities, fines, penalties, assessments, and all reasonable costs and expenses (including

attorneys' fees) incurred by the MTA Indemnitees in any such claim, action, suit, or proceeding.

Vendor acknowledges that its indemnification obligations are absolute and not dependent upon

any question of negligence on Vendor's or the MTA Indemnitees' part, or on the part of any of

their agents, officers, employees, or subcontractors.

11.2. Procedure for Indemnification. The MTA shall use its good faith efforts to notify Vendor

within a reasonable time of the assertion of any claim for which the MTA is seeking

indemnification (each, an "Indemnified Claim"). If the MTA decides to conduct the defense of

an Indemnified Claim, then Vendor shall reimburse the MTA for all reasonable costs and

expenses (including attorneys' fees) that the MTA Indemnitees incur in connection with their

defense of the Indemnified Claim, and Vendor shall cooperate fully with the MTA in such

defense, at Vendor's sole cost and expense. If the MTA decides to have Vendor defend the

Indemnified Claim, then the MTA shall notify Vendor of such in writing and: (i) Vendor shall hire

MTA-approved counsel; (ii) Vendor shall bear all costs and expenses associated with the

Indemnified Claim; (iii) Vendor shall have sole control of the defense and settlement of the

Indemnified Claim, provided that the MTA Indemnitees are fully indemnified and that any

settlement does not include the admission of guilt, wrongdoing, negligence, or comparable

plea, the imposition of civil or criminal penalties or indictments, or the entering of consent

decrees or orders of any kind, by the MTA Indemnitees or Vendor on behalf of the MTA

Indemnitees without the MTA's express written consent; (iv) the MTA shall cooperate fully with

Vendor in the defense of the Indemnified Claim, at Vendor's sole cost and expense; and (v) the

MTA Inquiry No. 0000502483

Page 4 of 80

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Crane - Inspection, Maintenance & Repair Services throughout the Tri-State Area

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