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NEW YORK STATE THRUWAY AUTHORITY

200 Southern Boulevard


Post Office Box 189
Albany, NY 12201-0189
March 13, 2013

REQUEST FOR PROPOSAL

RFP 12C20 CUSTODY & SAFEKEEPING SERVICES Inquires To: Denis Britvan - 518-436-3075
E-mail: denis.britvan@thruway.ny.gov
Fax: (518) 471-4442
Time and Due Date of Proposal Submission:
1:00 P.M., April 24, 2013
Time and Date of Pre-proposal Meeting:
N/A
Contract Period: The Contract shall be for a term of five years.

INSTRUCTIONS

Attach this form to the front of your proposal.

Indicate whether or not your firm is certified by NYS as a Minority or Women Owned Business Enterprise by circling yes or no.
Circle one: Yes No

Complete all information below, including signature, to acknowledge your understanding and acceptance of the provisions of the
Non-Collusive Bidding Certification as indicated at the bottom of this document.

The Signatory to this document must be authorized to bind the proposing firm contractually.


Firm Name

Federal Tax ID No.

Street Address

City/State/Zip

Area Code/Telephone (800 if available)

Fax

E-mail

Print Name

Title

Signature

Date

NON-COLLUSIVE BIDDING CERTIFICATION

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

1) The prices of this bid have been arrived at independently, without collusion, consultation, communication, or agreement,
for the purposes of restricting competition, as to any matter relating to such prices with any other Bidder or with any
competitor; and
2) Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the
Bidder and will not knowingly be disclosed by the Bidder prior to opening, directly or indirectly, to any other Bidder or to any
competitor; and
3) No attempt has been made or will be made by the Bidder to induce any other person, partnership or corporation to submit or
not to submit a bid for the purpose of restricting competition.


New York State Thruway Authority

And

New York State Canal Corporation



Request for Proposal







C CU US ST TO OD DY Y A AN ND D S SA AF FE EK KE EE EP PI IN NG G S SE ER RV VI IC CE ES S













RFP No: 12C20
Request Issued: March 13, 2013
Proposals Due: April 24, 2013

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RFP TABLE OF CONTENTS

Article I Background/Administrative Matters Pages

Section 1.1 Background.. 3
Section 1.2 Key Dates. 4
Section 1.3 Permissible Contacts/Contact Person. 4
Section 1.4 Written Questions & Responses.. 5
Section 1.5 Exceptions to Terms & Conditions.. 5
Section 1.6 RFP Errors or Omissions.. 5

Article II Services Requested

Section 2.1 Background. 6
Section 2.2 Scope of Services.. 6
Section 2.3 Fee Proposal.. 8

Article III Proposal Requirements

Section 3.1 Content of Proposal.. 8
Section 3.2 Submission of Proposal 12

Article IV Evaluation of Proposals

Section 4.1 Overview.. 13
Section 4.2 Preliminary Review. 13
Section 4.3 Evaluation/Criteria.. 13
Section 4.4 Oral Presentations/Interviews/Facility Inspections 14
Section 4.5 Selection of Proposer(s) 14
Section 4.6 Additional Procurement Rights. 15
Section 4.7 Grievance Policy. 15

Article V Contract Terms and Conditions

Section 5.1 Contract Term. 16
Section 5.2 Independent Contractor 16
Section 5.3 Personnel, Equipment and Supplies.. 16
Section 5.4 Insurance Requirements... 16
Section 5.5 Liability. 19
Section 5.6 Ethics 19
Section 5.7 Confidentiality and Non-Disclosure. 20
Section 5.8 New York State Finance Law 139-j and 139-k
Certification.. 21
Section 5.9 Iran Divestment Certification. 21
Section 5.10 Suspension, Abandonment and Termination. 21
Section 5.11 Standard Contract Clauses, Appendices, Exhibits
and Supplements. 22


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ARTICLE I - Background/Administrative Matters

Section 1.1 - Background

The New York State Thruway Authority is seeking proposals from experienced and
qualified financial firms to provide custody and safekeeping services for investments,
deposits, delivery, securities valuation and other services in connection with the
invested funds held by the Authority.

The Thruway Authority is a public corporation organized and existing pursuant to
Article 2, Title 9 of the New York State Public Authorities Law for the purpose of
financing, constructing, reconstructing, improving, developing, maintaining and
operating a highway system known as the Governor Thomas E. Dewey Thruway. The
powers of the Thruway Authority are vested in and exercised by a seven-member Board
appointed by the Governor with the advice and consent of the State Senate.

The Thruway is a 570-mile superhighway system crossing the State. It is the longest
toll superhighway system in the United States. The Thruway route from the New York
City line to the Pennsylvania line at Ripley is 496 miles long and includes the 426-mile
mainline connecting New York City and Buffalo, the States two largest cities. Other
Thruway sections make direct connections with the Connecticut and Massachusetts
Turnpikes, New Jersey Garden State Parkway and other major expressways that lead
to New England, Canada, the Midwest and the South. In 1991 the Cross-Westchester
Expressway was added to the Thruway system. In all, the Thruway is comprised of
2818 lane miles of roadway, 806 bridges, over 350 buildings, 134 interchanges, 35
tandem areas, 27 service areas, 275 toll booths, nearly 120 water services, 18 waste
water treatment plants and 26 motor fueling stations for Authority vehicles and
equipment. Operationally, the Authority is segmented into four regional divisions New
York, Albany, Syracuse and Buffalo with the Administrative Headquarters located in
Albany.

In 1992, legislation was enacted that transferred jurisdiction over the New York State
canal system from the New York State Department of Transportation to the Thruway
Authority. This legislation also created the New York State Canal Corporation as a
subsidiary of the Thruway Authority to operate, maintain, construct, reconstruct,
improve, develop, finance and promote the canal system. This system consists of 524
miles of connected, navigable waterways encompassing: the Erie Canal (338 miles,
east to west), the Champlain Canal (60 miles, south to north), the Oswego Canal (24
miles south-east to north-west, between Lake Ontario and the Erie Canal), and the
Cayuga-Seneca Canal (12 miles, south-west to north-east linking the Erie Canal with
Cayuga and Seneca Lakes). There are also 90 miles of navigable channel through
Cayuga Lake to Ithaca and Seneca Lake to Watkins Glen, respectively. Comprised of
both "canalized" natural rivers and dug channel, the canal system's 57 locks and 16 lift
bridges facilitate navigation as part of a larger network of navigable waterways in New
York State extending south to Florida, north to Canada, and west to the Great Lakes
and the Mississippi River.

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For the purposes of this Request for Proposals (RFP), the term Authority shall mean
both the New York State Thruway Authority and the New York State Canal Corporation.

Section 1.2 - Key Dates

Provided below is a tentative schedule for the milestones in this RFP process, listed in
the order of occurrence. The Authority reserves the right to change any or all of these
dates as it deems necessary or convenient in its discretion; in the event of such a date
change, all parties that have been furnished with this RFP will be duly notified.

Event Date

RFP Issuance March 13, 2013
Deadline for Written Questions and Exceptions to
Terms and Conditions March 27, 2013
Issuance of Written Responses April 10, 2013
Proposal Due Date April 24, 2013, 1:00 PM

Section 1.3 Permissible Contacts/Contact Person

This procurement is subject to and shall be conducted in accordance with the Thruway
Authority/Canal Corporation Guidelines Regarding Permissible Contacts During a
Procurement and the Prohibition of Inappropriate Lobbying Influence (attached hereto
as Exhibit 1). All questions concerning this RFP must be addressed to the persons
listed below. Proposers and prospective Proposers may not approach any other
Authority officer, employee, contractor or agent or any other State entity relative to this
RFP (except as provided in Exhibit 1).

Denis Britvan
Purchasing Officer I
New York State Thruway Authority/New York State Canal Corporation
200 Southern Boulevard
Albany, New York 12209
Phone: (518) 436-3075
FAX: (518) 471-4442
E-Mail: denis.britvan@thruway.ny.gov

Amy Chaput
Associate Accountant
New York State Thruway Authority/New York State Canal Corporation
200 Southern Boulevard
Albany, New York 12209

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Michael Sikule
Director of Investments and Asset Management
New York State Thruway Authority/New York State Canal Corporation
200 Southern Boulevard
Albany, New York 12209


In the event the contact persons listed above are not available, Proposers may direct
their questions to Mari-Ann Brower at (518) 436-3161 or Kevin Allen at (518) 436-2736

Section 1.4 - Written Questions & Responses

The Authority will provide official written responses to all written questions that are
submitted to the Authority contact person identified as a Purchasing representative in
Section 1.3 hereof on or before the date set forth in Section 1.2 of this RFP. These
official responses will be distributed to all parties that have been furnished with this
RFP. Prospective Proposers should rely only on these official written responses.
Questions submitted after the due date set forth in Section 1.2 of this RFP may not
receive an official answer.

Section 1.5 - Exceptions to Terms and Conditions

The selected Proposer will be required to enter into a Contract with the Authority that
includes, but is not limited to, the terms and conditions set forth in Article V of this RFP
and Appendix A attached hereto. If a Proposer objects to any such term or condition,
the Proposer must state such objection in writing and submit such objection to the
Authority contact person identified as a Purchasing representative in Section 1.3 hereof
by the deadline for submission of written questions set forth in Section 1.2 herein. Such
objections must be stated in detail and, if the Proposer is seeking alternative language
for a particular term or condition, accompanied by the Proposers requested alternative
language. The Authority will address such objections in its official responses to
questions and/or via addenda to this RFP.

Section 1.6 RFP Errors or Omissions

If a Proposer believes there is any ambiguity, conflict, discrepancy, omission or other
error in this RFP, such Proposer should immediately notify the Authority contact person
identified as a Purchasing representative in Section 1.3 hereof of such error and request
clarification of or modification to this document. Such notice shall be given prior to the
final filing date for submission of proposals. Modifications to this RFP, when
appropriate, will be made by addenda hereto and distributed to all parties who have
been furnished with this RFP. Clarifications of this RFP, when appropriate, will be made
by written notice to all parties who have been furnished with this RFP.

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ARTICLE II Services Requested

Section 2.1 Background

The Authority is seeking a qualified financial firm to provide custody and safekeeping
services for the Authoritys investments and related banking activities pursuant to the
custody and safekeeping requirements of the Public Authorities Law and the State
Finance Law.

It is the goal of the Authority to utilize firms that have a demonstrated history of hiring,
training, developing, promoting and retaining minority group members and women and
to encourage participation by qualified certified Minority and Women-Owned Business
Enterprise (M/WBE) firms.

The Thruway Authority manages four separate portfolios of investments subject to our
current custody and safekeeping agreement. During 2011, the Authority purchased
approximately 400 investments within the four separate portfolios classified between
approximately twenty (20) different funds. As of September 30, 2012 the total
investment balance for the four portfolios was approximately $1,069,000,000. It is
anticipated that this contract will include an additional portfolio for investment activities
related to financing for the Tappan Zee Hudson River Crossing Project.

The Authority also has government banking relationships with four banks. All cash held
at these banks needs to be fully collateralized. The provider of custody and safekeeping
services is required to hold the collateral associated with these funds.

For additional information and reference, please see our website at
www.thruway.ny.gov for the New York State Thruway Authority Investment Policy and
Policy Amendments; www.osc.state.ny.us/pubauth/documents/regulations, for Public
Authority Regulations Part 201 Section 3 - Investment Guidelines for Public Authorities;
and Attachment 2 Securities Held as of September 30, 2012.

Section 2.2 Scope of Services

The custodian must perform the services listed below for the invested assets described
in Section 2.1 above. All custodial services related to securities processing, settlement,
safekeeping, accounting, and reporting must be operating and available by July 1, 2013.

A. Provide custody and safekeeping for all investments and deposits to include:

1. The safekeeping of these securities in a location and manner satisfactory to the
Authority, with controls installed and a disaster preparedness plan in place.

2. Securities transaction clearing and settlement available on-line, all necessary
monitoring, notification and coordination with the Authority staff, dealers and
brokers and any other bank providing other than custodial services to the
Authority; automated exchange of daily investment data.

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3. The identification and daily collection of all receipts/income which becomes due
and payable on assets and the daily payment of receipts/income.

4. Open and maintain any and all necessary accounts for providing custodial
services.

B. Provide all necessary accounting and reporting for cash and non-cash
investment transactions affecting assets held by the Authority to include:

1. Verification of trades, including calculations necessary to process delivery and
settlement of payment for individual securities purchases and redemptions.

2. Daily pricing for all publicly held securities.

3. Availability of on-line accounting data and standard hard copy accounting
production reports.

4. Daily processing of all cash and non-cash accounting transactions pertaining to
assets held in custody.

C. Provide all necessary systems support capable of accommodating current and
anticipated Authority service needs, to include, but not limited to:

1. On line access to custodian management information/accounting system 6:00
AM to 6:00 PM EST Monday through Friday.

2. a. Ability to provide production reports on sales, purchases, income, holdings,
and total fund level by account and for variable time intervals.

b. Ability to provide above reports by alpha sort, portfolio sort, Committee on
Uniform Securities Identification Procedures (CUSIP) sort and security sort.

3. Daily actual and traded cash positions (on-line real-time).

4. Multi-level data base security controls.

5. On-line trade entry.

6. The ability to provide electronic data to the Authority and external sources
designated by the Authority, that can be exported into Excel or other compatible
file.

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D. Provide custody for securities held as collateral for cash deposits as required by
Public Authorities Law and Section 105 of the State Finance Law.

1. Provide safekeeping for these securities in a location and manner satisfactory to
the Authority.

2. Ensure securities meet the requirements of Section 201.3 of the Public
Authorities Law and Section 105 of the NYS Finance Law.

3. Allow the release or substitution of these securities only upon the proper
authorization of designated Authority staff.

4. Provide confirmation of all transactions to the Authority.

5. Provide the Authority with monthly market value report of holdings for each
escrow account.

6. Provide online access to the securities being held by escrow account.

E. Participation and cooperation with scheduled audits and inventory of securities
conducted by independent audit firms designated by the Authority, if necessary.

F. Other services required by the Authority and normally performed by a master
custodian to a governmental or public authority.

Section 2.3 Fee Proposal

Each proposal shall include a Fee Proposal (see Attachment 1). Please list all fees
charged by your firm for the services indicated in this RFP, as detailed in the
attachment. Indicate N/A if your firm does not charge for a specified fee and be sure
to note and add as indicated, any additional fees not itemized on the Fee Proposal -
Attachment 1. In no event will the Proposer be allowed to calculate or charge their fees
based on the par, face or market value of the portfolios of securities held by the
Authority. A pro-rated portion of any lump sum annual fees will be paid semi-annually,
on July 1 and January 1 of each year during the term of the contract. The fee proposal
should be separated from your written proposal by inserting it in a separate sealed
envelope and marked FEE PROPOSAL and submitted as one package.


ARTICLE III Proposal Requirements

Section 3.1 Content of Proposal

The following is a list of the information that each Proposer must provide. The Authority
reserves the right to, in its discretion, disqualify a proposal that does not include all of
the information required below.

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To expedite the review of submissions, the Authority requests that the proposal be
submitted in a binder with the material separated by tabs numbered/lettered to match
the specific information requested below; provided, however, that the fee proposal shall
be submitted in a separate envelope marked Fee Proposal. Additional information, if
any, should be submitted in a separate binder. No information beyond that specifically
requested is required, and Proposers should keep their submissions to the shortest
length consistent with making a complete presentation, not to exceed 12 pages. Such
page limit shall apply to all information that must be submitted except the fee proposal
and those materials required by paragraph C(6) and paragraph D of this Section.

A. Cover Letter A cover letter, which is an integral part of the proposal, must
be signed by the individual or individuals authorized to bind the Proposer
contractually. The letter must indicate for each signatory that the signer is so
authorized and the title or position the signer holds in the Proposers
organization. The cover letter shall include the following:

1) The Proposers name, nature of organization (e.g. corporation,
partnership, etc.), location of main office - address, telephone/fax numbers
and e-mail address and the name, business address, telephone/fax
numbers and e-mail address of the person within the organization who will
be the Authority's primary contact concerning the proposal.

2) A statement that the proposal is an irrevocable offer for 120 days from the
date when proposals are due, or longer by mutual agreement.

3) A statement that the Proposer is ready, willing and able to provide the
proposed services in a timely manner upon reasonable notice.

4) The identity of the key management and supervisory personnel who will
be assigned to provide the services described to the Authority.

5) A statement that if awarded the Contract, the Proposers provision of
services to the Authority will not create any conflict of interest for the
Proposer. If the Proposer believes that a conflict of interest may arise, the
nature of the conflict should be described.

B. Statement of Proposal each proposal shall contain the following information
regarding the services to be provided:

1. Provide a summary of your firms experience in providing custody and
safekeeping services. Include the number of accounts serviced and
the total asset value by client relationship, and the number of
customers that have been gained and lost since 2007.

2. Describe your institutions trust powers within the State of New York.

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3. Describe the procedures and controls in place for documenting and
safeguarding the delivery and receipt of custodial assets.

4. Describe the methods and timing of clearing and settlement
capabilities of your firm and how your firm will coordinate securities
transactions with Authority staff.

5. Describe in detail how your firm will assure the Authority that all
necessary cash transactions are identified and handled in a proper and
expeditious manner.

6. Describe in what manner and how quickly Authority staff will be notified
of any failed trades.

7. Describe your dispute handling procedures in the case of failed
delivery of securities or non receipt of payment. If any securities held
have been misplaced, lost during the last three years, please describe
the circumstances and what was done to correct the problem.

8. Identify the location(s) where services will be rendered and how your
bank can accommodate the Authority working hours of operations
between 7:30 AM to 5:00 PM.

9. Provide samples or screen shots of the key reports you would prepare
to satisfy Section 2.2 (B and C) of the Scope of Services requirement.
Identify how the Authority will access such reports.

10. Describe the computer system in place that will support the
requirements of supporting a custody and safekeeping system for the
various portfolios and banking institutions the Authority deals with on a
real time basis.

11. Describe the extent of your firms backup and recovery systems in
place which would be employed in the event of an emergency or
disaster. Indicate which ones are operational and the date last tested.

12. Please describe the transition plan you would propose for transferring
assets from one custodian to another.

C. Statement of Qualifications each proposal shall contain the following
information regarding the Proposers qualifications to provide such services:

1) A brief history and description of the Proposers organizational structure
including size, scope of services, capability and area(s) of specialization.

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2) Detailed documentation of the Proposers qualifications and experience
related to the scope of work required by this RFP.

3) The resumes of key management and supervisory personnel who will be
directly assigned to provide the services to the Authority and a description
of the specific function each will perform. This information should include
each individuals qualifying experience to perform the services assigned
and his/her position and length of service with the Proposer.

4) A client list including a detailed description of the size, total dollar value,
and specific services provided for each client to which the Proposer
provided similar services within the past five (5) years; specify the name,
address and telephone number of the individual responsible at the client
organization for the supervision of such services.

5) A list of at least three (3) references.

6) Copies of the Proposers audited financial statements for the past two
years. If a Proposer does not have audited financial statements, Proposer
should submit any financial statements that it does have (e.g. lines of
credit, statements compiled by an outside accounting firm, etc.) and any
other information Proposer feels is pertinent in establishing the financial
stability of its business/organization. If a Proposer has questions about
what evidence of the Proposers financial stability will be acceptable to the
Authority, the Proposer should communicate with the Authority contact
person.

D. Other Required Materials each proposal must include the following required
materials, completely filled out and executed by the individual or individuals
who signed the cover letter and are authorized to bind the Proposer
contractually:

1) New York State Finance Law 139-j and 139-k Disclosure of Prior Non-
Responsibility Determinations (Supplement 1) New York State Finance
Law 139- k requires that Proposers disclose findings of non-
responsibility made within the previous four years by any governmental
entity where such prior finding of non-responsibility was due to a violation
of New York State Finance Law 139-j or the intentional provision of false
or incomplete information to a governmental entity.

2) Certificate of Compliance with the Authority/Corporation Guidelines
Regarding Permissible Contacts During a Procurement and the Prohibition
of Inappropriate Lobbying Influence (Supplement 2) New York State
Finance Law 139- j requires that Proposers certify that they have read,
understand and agree to comply with the Authority/Corporation Policy
Regarding Permissible Contacts During a Procurement and the Prohibition
of Inappropriate Lobbying Influence.

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3) a. Vendor Responsibility Questionnaire (Supplement 3) the Authoritys
Procurement Policy provides that the Authority will award procurement
contracts for services to responsive and responsible Proposers on the
basis of best value. The Authority uses the information provided by
Proposers on this Questionnaire to assist it in making a determination of
responsibility of a proposed Contractor. OR

b. If Proposer submitted a completed Vendor Responsibility Questionnaire
to the Authority within the past twelve months in connection with an
Authority procurement, and if Proposer was awarded a contract as a result
of such procurement, and if there have been no material changes to the
information Proposer provided on the previously submitted Vendor
Responsibility Questionnaire, then Proposer may submit a Certificate of
No Change (Supplement 4) along with a copy of the previously submitted
Vendor Responsibility Questionnaire in lieu of submitting a new Vendor
Responsibility Questionnaire.

4) ST-220-CA New York State Department of Taxation and Finance
Contractor Certification (Supplement 5) Section 5-a of the New York
State Tax Law, and regulations, bulletins and guidelines promulgated
thereunder, require that the Authority collect this information for contracts
with a value in excess of $100,000.


Section 3.2 Submission of Proposal

A Proposer must submit 6 copies of its proposal to the Authority contact person
identified as a Purchasing representative in Section 1.3 hereof on or before the due
date for proposals set forth in Section 1.2 of this RFP. All boxes, packages, and
envelopes containing proposals should be clearly labeled with Proposers name and this
RFP title and number (located on the title page of this RFP). All boxes, packages and
envelopes containing fee proposals should be additionally labeled with the notation Fee
Proposal.

The Authority is not obligated to accept any proposal received after the proposal due
date. A Proposer may withdraw or modify a proposal any time prior to the proposal due
date by sending written notification to the Authority contact person identified as a
Purchasing representative in Section 1.3 hereof. A Proposer may thereafter re-submit a
previously withdrawn proposal if done so by the proposal due date.

The Authority shall not be liable for any costs incurred by a Proposer in the preparation
of a proposal. By submitting a proposal, a Proposer accepts that it will not make any
claims for or have any right to damages because of any misinterpretation or
misunderstanding of the services requested or because of any lack of information.

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All proposals submitted in response to this RFP shall become the property of the Authority.
A Proposer should mark those sections of its proposal that it believes contain proprietary
information. The Authority reserves the right to make its own, independent determination
as to whether material so marked is proprietary; the Authority will give proprietary
treatment only to that material which it has determined to be proprietary. Further, the
Authoritys response to third party requests for information contained in a proposal shall be
governed by New York State Public Officers Law Articles 6 and 6-A, as applicable. The
return of proposals not selected for award shall be in the sole discretion of the Authority.

The Authority will not accept proposals by telegraph, fax or electronic means.


ARTICLE IV Evaluation of Proposals

Section 4.1 Overview

An Evaluation Committee comprised of Authority staff will review and evaluate each of
the properly submitted written proposals. The purpose of the evaluation process, which
will be conducted as set forth in this Article, is twofold: (1) to examine the responses for
compliance with this RFP; and (2) to identify the proposals that will provide the best
value to the Authority pursuant to the criteria set forth in Section 4.3. The evaluation
process may also include, in the Authoritys sole discretion, reference checks, oral
presentations, facility inspections and/or interviews with selected Proposers.

Section 4.2 Preliminary Review

A. Each proposal will be date and time stamped when received.

B. All proposals will be reviewed to determine if they contain all of the required
elements specified in this RFP. The Authority reserves the right to, in its
discretion, disqualify without further evaluation a proposal that does not meet
all of the RFP requirements.

Section 4.3 Evaluation/Criteria

The Evaluation Committee will evaluate each proposal using the criteria for selection set
forth below, not necessarily in priority order:

A. The Proposers approach to and work plan for providing the services.

B. Fee schedule.

C. Demonstrated record of the Proposers experience and capability to perform
required services.

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D. The qualifications, experience and availability of the Proposers lead person(s)
and other staff who would be assigned to provide services to the Authority.

E. Overall completeness, clarity, quality and responsiveness of the proposal to the
RFP.

Section 4.4 Oral Presentations/Interviews/Facility Inspections

The Authority reserves the right to require some or all Proposers to give oral
presentations regarding their proposals or to appear before the Authority for an
interview. The Authority also reserves the right to require a facility inspection at a
Proposers location. The Authority shall not be liable for any costs a Proposer incurs in
association with such presentations/interviews/inspections.

The purpose of the oral presentation/interview/facility inspection is to give the Authority
an opportunity to pose any questions that may have arisen during the review process
and to give the Proposer an opportunity to elaborate on how specific services will be
furnished and its ability to deliver those services. In the event the Authority decides to
implement this stage of the evaluation process, further information will be provided to
affected Proposers.

Section 4.5 Selection of Proposer(s)

The Authority, as best suits its interests, may at any time enter into Contract
negotiations with more than one Proposer. The Authority will notify those Proposer(s)
so selected for Contract negotiations.

The Authority will provide all Proposers with a Notice of Tentative Contract Award which
indicates the successful Proposer(s) to which the Authority intends to award a Contract.
An unsuccessful Proposer may request a debriefing with Authority staff to discuss the
reasons that its proposal was not selected for an award. Such request for a debriefing
must be made within 10 business days from the date of the Notice of Tentative Contract
Award and directed to the Authority contact person identified as a Purchasing
representative in Section 1.3 hereof.

The Authority shall not be bound in any way to a Proposer until a formal written Contract
has been duly executed by the Authority and approved by the New York State Office of
the Comptroller. Upon execution of the Contract, public announcements or news
releases pertaining to the Contract shall not be made without the Authoritys prior
written consent. Proposers are hereby on notice that generally the Authority will not
grant permission for public announcements or news releases and will limit the use of the
Authoritys name by a Contractor to references only.

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Section 4.6 Additional Procurement Rights

By submission of a proposal, the Proposer acknowledges and agrees that the Authority
reserves the right to:

x Accept or reject any or all proposals received in response to this RFP.

x Reject any proposal where the Authority finds that the Proposer is non-
responsible under State Finance Law 139-j or 139-k or another State agency
or authority has found the Proposer non-responsible under State Finance Law
139-j or 139-k within the prior four (4) years.

x Correct any arithmetic errors in the proposals.

x Waive informalities and excuse minor irregularities contained in proposal
submissions. This waiver shall in no way modify the RFP or excuse a Proposer
that enters into a Contract with the Authority from full compliance with the
RFP.

x Request that Proposers clarify elements in their proposals and submit revised
proposals that incorporate such clarifications.

x Negotiate Contract terms with the Proposer(s) that best serve the interests of the
Authority, consistent with RFP requirements, statutory requirements, and
Authority policies and procedures.

x Contact any clients on the Proposers client list and/or references furnished as
part of the proposal, with the understanding that the Authority will keep such
contacts confidential.

Section 4.7 - Grievance Policy

As indicated in Section 1.3, all questions or concerns regarding this RFP must be
directed to the Authority contact person identified as a Purchasing representative in
Section 1.3 hereof. If a Proposer believes that a question or concern has not been
satisfactorily addressed, Proposer may obtain a copy of the Authoritys Vendor Protest
Procedure at http://www.thruway.ny.gov/business/purchasing/vendor-protest.html or by
contacting the Director of Purchasing at P.O. Box 189, Albany, New York 12201-0189,
Attn: Vendor Protest.


ARTICLE V Contract Terms and Conditions

Selected Proposer(s) will be required to enter into a Contract with the Authority that
includes, but is not limited to, the terms set forth in this Article.

RFP 12C20 Custody and Safekeeping Services P Pa ag ge e 16 o of f 2 22 2

Section 5.1 - Contract Term

The Contract shall be for a term of five years.

Section 5.2 Independent Contractor

The Proposer is and shall be, in all respects, an independent contractor in performing
services pursuant to the Contract. In accordance with its status as an independent
contractor, the Proposer shall covenant and agree that neither it nor its agents and/or
employees will hold itself or themselves out as or claim to be an officer or employee of
the Authority, and that neither the Proposer nor its agents and employees shall make
any claim, demand or application to or for any right or privilege applicable to an officer
or employee of the Authority, including, but not limited to Workers Compensation
coverage, Unemployment Insurance benefits, Social Security coverage or Retirement
System membership or credit.

Section 5.3 Personnel, Equipment and Supplies

The Proposer shall provide all resources, personnel, equipment and supplies necessary
to perform services pursuant to the Contract. If in order to provide such services the
Proposer must make an external connection to the Authoritys data communications
infrastructure and/or access Authority information systems, the Proposer shall in all
respects comply with all Authority policies and procedures regarding such connections
and information systems access and undertake whatever actions are necessary in the
discretion of the Authority to ensure such compliance. The Proposer shall be
responsible for all costs associated with ensuring that its own network security
measures comply with all Authority policies and procedures regarding external
connections.

Section 5.4 - Insurance Requirements

A. The Proposer must procure prior to commencement of work under the
Contract, and maintain until the Contract is completed and the Authority has
accepted all work performed thereunder, insurance of the kinds and in the
amounts specified herein, covering all services and operations under the
Contract, whether performed by the Proposer or its subcontractors, in
accordance with the following conditions:

1) All insurance required by the Contract shall be obtained at the sole cost
and expense of the Proposer.

2) All insurance required by the Contract shall be maintained with insurance
carriers licensed to do business in New York State, and acceptable to the
Authority, with an A.M. Best rating of A- or better.

3) All insurance required by the Contract shall be primary to any Authority
insurance policy or Authority self-insurance program, which shall be
excess and non-contributory.

RFP 12C20 Custody and Safekeeping Services P Pa ag ge e 17 o of f 2 22 2


4) The Proposer shall furnish the Authority with Certificate(s) of Insurance on
ACORD Form 25, accompanied by the Authority Supplemental Insurance
Certificate (Exhibit 2 TA-W51343-9), for each insurance carrier involved.
Such Certificate(s) shall be executed by a duly authorized representative
of the insurance carrier, certifying such authorization and showing
compliance with the Authoritys insurance requirements set forth herein.
The Proposer shall furnish the Authority with a copy of each Endorsement
required herein. For work to be performed within New York State, proof of
Workers Compensation and Disability Benefits Insurance shall be
indicated on the appropriate Workers Compensation Board form;
generally C-105.2 for Workers Compensation and DB-120.1 for NYS
Disability Benefits.

5) All policies, by specific Endorsement, shall provide for written notice to the
Authority no less than thirty (30) days prior to the cancellation,
nonrenewal, or material alteration of any insurance policies referred to
therein. Any such notice shall be sent by certified mail to: Insurance
Compliance Section, Office of Investments and Asset Management, New
York State Thruway Authority, P.O. Box 189, Albany, New York 12201-
0189.

6) If insurance policies utilized for Authority projects contain Deductibles or
Self-Insured Retentions (SIRs), they must be declared as such with
applicable levels on the Certificate(s) of Insurance and the Authority
Supplemental Insurance Certificate. The Authority has the option to
accept or reject the Deductibles or SIRs, or the Proposer itself, or to
impose additional security or other requirements, in view of the Authoritys
preference that insurance policies utilized for Authority projects have no
Deductibles or SIRs.

7) The Proposer shall provide certified copies of all declarations pages or of
the insurance policies themselves, upon request by the Authority, within
twenty (20) days of such request.

8) Failure of the Authority to demand such certificates, policies,
endorsements, or other evidence of full compliance with the Authoritys
insurance requirements, or failure of the Authority to identify a deficiency
from evidence that is provided, shall not constitute or be construed as a
waiver of the Proposers obligation to maintain such insurance.

9) Failure to maintain the required insurance, and failure to provide proof of
such coverage to the Authority at its request, may, in the Authoritys sole
discretion, result in termination of the Contract, or in delay or stoppage of
payments.

RFP 12C20 Custody and Safekeeping Services P Pa ag ge e 18 o of f 2 22 2


10) If the Proposer fails to maintain the required insurance, the Authority shall
have the right, but not the obligation, to purchase said insurance at the
Proposers expense. The Proposer agrees that all premiums, costs, and
expenses associated with such purchase, or the recovery of those
purchase amounts by the Authority, shall be deducted from the Proposers
payments under the Contract, or by any other lawful means, including
deduction from any current or future contract with the Authority.

11) By requiring insurance, the Authority does not represent that certain
coverages and limits will necessarily be adequate to protect the Proposer,
and such coverages and limits shall not be deemed a limitation on the
Proposers liability under the indemnities granted to the Authority under
any provision of the Contract.

12) The Proposer and its subcontractors shall waive all rights against the
Authority and its agents, officers, directors, and employees, for recovery of
damages to the extent these damages are covered by the CGL policy.

13) The Proposer shall provide a copy of the Authoritys Insurance
Requirements to its insurance producer(s) and insurance carrier(s).

B. The specific types and amounts of insurance that the Proposer must provide
pursuant to the Contract are as follows:

1) Commercial General Liability Insurance The Proposer shall maintain
Commercial General Liability (CGL), with no less than the following limits
and coverages:

Each Occurrence Limit: $1,000,000

General Aggregate: $2,000,000

Products/Completed Operations Aggregate: $2,000,000

Personal/Advertising Injury Liability: $1,000,000

Fire Damage Legal Liability: $ 100,000

Medical Expense: $ 5,000

CGL Insurance shall cover liability arising from premises, operations,
independent contractors, products/completed operations, personal injury,
advertising injury, and contractual liability.

The Authority shall be included as an Additional Insured, using ISO
Additional Insured Endorsement CG 20 10 11 85 or its equivalent, under
the CGL policy.

RFP 12C20 Custody and Safekeeping Services P Pa ag ge e 19 o of f 2 22 2


2) Bankers Professional Liability Insurance The Proposer shall maintain
Bankers Professional Liability Insurance with a limit of no less than
$5,000,000 per occurrence/$5,000,000 aggregate. Such insurance shall
apply to professional acts or omissions arising out of the scope of services
covered by the Contract.

3) Workers Compensation & NYS Disability Benefits Insurance --- The
Contract shall be void and of no force and effect unless the Proposer shall
provide and maintain coverage during the life of the Contract for the
benefit of such employees as are required to be covered by the Workers
Compensation/Disability Benefits Law. The Proposer must provide proof
of exemption, certified by the Workers Compensation Board, to obtain a
waiver from the requirements of this provision.

Section 5.5 Liability

The Proposer shall be responsible for all damage to life and property due to negligent or
otherwise tortious acts, errors or omissions of the Proposer in connection with its
services under the Contract. Further, it is expressly understood that the Proposer shall
indemnify and save harmless the Authority and/or the State of New York, as their
interests may appear, from claims, suits, actions, damages, and costs of every name
and description resulting from the negligent performance of the services of the Proposer
or the quality of goods provided under the Contract, and such indemnity shall not be
limited by reason of enumeration of any insurance coverage herein provided. However,
the Proposer shall not be required to indemnify the Authority for that portion of any
claim, suit, action, damage or cost which arises due to the negligent act or omission of
the Authority and shall not be required to indemnify the State of New York for that
portion of any claim, suit, action, damage or cost which arises due to the negligent act
or omission of the State. The provisions of this section shall survive the expiration or
termination of the Contract.

Section 5.6 Ethics

During the term of the Contract the Proposer shall not engage any person who is, or
has been at any time, in the employ of the Authority or New York State to perform
services under the Contract in violation of: the provisions of the Public Officers Law,
other laws applicable to the service of current or former Authority or New York State
employees, and/or the rules, regulations, opinions, guidelines or policies promulgated or
issued by the New York State Joint Commission on Public Ethics (JCOPE), (collectively,
Ethics Provisions). The Proposer certifies that all of its employees who are former
employees of the Authority or New York State and who are assigned to perform
services under the Contract shall be assigned in accordance with all Ethics Provisions.
Further, during the term of the Contract, no person who is employed by the Proposer
and who is disqualified from providing services under the Contract pursuant to any
Ethics Provision may share in any net revenues the Proposer derives from the Contract.

RFP 12C20 Custody and Safekeeping Services P Pa ag ge e 20 o of f 2 22 2



The Proposer shall identify and provide the Authority with notice of those Proposer
employees who are former employees of the Authority or New York State and will be
assigned to perform services under the Contract. The Authority may request that the
Proposer provide it with whatever information the Authority deems appropriate about
each such persons engagement, work cooperatively with the Authority to solicit advice
from the JCOPE, and, if deemed appropriate by the Authority, instruct any such person
to seek the opinion of the JCOPE. The Authority shall have the right to cancel or
terminate the Contract at any time if any work performed under the Contract is in conflict
with any Ethics Provision.

Section 5.7 Confidentiality and Non-Disclosure

A. Confidential Information means any information not generally known to the
public, whether oral or written, that the Authority claims is confidential and
discloses to the Proposer so that the Proposer can provide services to the
Authority pursuant to the Contract. Confidential Information may include, but
is not limited to, operational and infrastructure information relating to: bid
documents, plans, drawings, specifications, reports, product information, and
data; business and security processes and procedures; personnel and
organizational data, and financial statements; information system IP
addresses, passwords, security controls, architectures and designs; and such
other data, information and images that the Authority deems confidential. The
Authority will identify written Confidential Information by marking it with the
word Confidential and will identify oral Confidential Information as
confidential at the time of disclosure to the Proposer.

B. Confidential Information does not include information which, at the time of the
Authority disclosure to the Proposer: (a) is already in the public domain or
becomes publicly known through no act of the Proposer; (b) is information
that the Authority has approved in writing for disclosure; or (c) is required to
be disclosed by the Proposer pursuant to law so long as the Proposer
provides the Authority with notice of such disclosure requirement and an
opportunity to defend prior to any such disclosure.

C. The Proposer may use Confidential Information solely for the purposes of
providing services to the Authority pursuant to the Contract. The Proposer
shall not make copies of any written Confidential Information without the
express written permission of the Authority. The Authoritys disclosure of
Confidential Information to the Proposer shall not convey to the Proposer any
right to or interest in such Confidential Information and the Authority shall
retain all right and title to such Confidential Information at all times.

RFP 12C20 Custody and Safekeeping Services P Pa ag ge e 21 o of f 2 22 2


D. The Proposer shall hold Confidential Information confidential to the maximum
extent permitted by law. The Proposer shall safeguard Confidential
Information with at least the same level of care and security, using all
reasonable and necessary security measures, devices and procedures that
the Proposer uses to maintain its own confidential information.

E. Upon the written request of the Authority, the Proposer shall return all written
Confidential Information to the Authority.

Section 5.8 New York State Finance Law 139-j and 139-k Certification

By execution of the Contract, Proposer will certify that all information Proposer has
provided to the Authority with respect to New York State Finance Law 139-j and 139-
k is complete, true and accurate.

Section 5.9 Iran Divestment Certification

By execution of the Contract, Proposer will certify each person and each person signing
on behalf of any other party certifies, and in the case of a joint bid or partnership each
party thereto certifies as to its own organization, under penalty of perjury, that to the
best of its knowledge and belief, that each person is not on the list created pursuant to
paragraph (b) of subdivision 3 of Section 165-a of the State Finance Law.

Section 5.10 Suspension, Abandonment and Termination

The Authority shall have the right, in its sole discretion, to postpone, suspend, abandon
or terminate the Contract at any time and for any reason, and such action shall in no
event be deemed a breach of contract. This includes the Authoritys right to terminate
the Contract in the event the Authority finds that the certification made by the Proposer
in accordance with New York State Finance Law 139-j and 139-k was intentionally
false or intentionally incomplete. This also includes the Authoritys right to terminate the
Contract at any time in the event the Authority finds that the Proposer is non-
responsible or has failed to accurately disclose vendor responsibility information.

In the event the Authority exercises its right to postpone, suspend, abandon or
terminate the Contract, Proposer must within ten (10) days of such postponement,
suspension, abandonment or termination deliver to the Authority all records, documents
and data pertaining to services rendered under the Contract.

In the event the Authority exercises its right to postpone, suspend, abandon, or
terminate the Contract for convenience, due to no fault of the Contractor, the Authority
will fix the value of the work performed as of such postponement, suspension,
abandonment or termination date, as verified by audit, and compensate the Proposer
accordingly.

RFP 12C20 Custody and Safekeeping Services P Pa ag ge e 22 o of f 2 22 2




Section 5.11 - Standard Contract Clauses, Appendices, Exhibits and Supplements

The Appendices listed below and attached hereto will be incorporated into and made a
part of the Contract. Proposer must complete and submit Exhibit 2 to the Authority prior
to commencement of work under the Contract. Proposer must also complete and
submit Supplements 1, 2, 3 or 4, 5, and Attachment 1 with its proposal.




Appendix A Standard Clauses

Exhibit 1 Thruway Authority/Canal Corporation Guidelines Regarding
Permissible Contacts During a Procurement and the Prohibition of
Inappropriate Lobbying Influence

Exhibit 2 Authority Supplemental Insurance Certificate (TA-W51343-9)

Supplement 1 New York State Finance Law 139-j and 139-k Disclosure of Prior
Non-Responsibility Determinations

Supplement 2 Certificate of Compliance with the Authority/Corporation Guidelines
Regarding Permissible Contacts During a Procurement and the
Prohibition of Inappropriate Lobbying Influence

Supplement 3 Vendor Responsibility Questionnaire

Supplement 4 Certificate of No Change

Supplement 5 ST-220-CA New York State Department of Taxation and Finance
Contractor Certification

Attachment 1 Fee Proposal

Attachment 2 Securities Held as of September 30, 2012








APPENDX A

Standard Clauses
Page 1 oI 4
TAP-326 (09/2006)

!""#$%&'(!(

Standard Clauses For New York State Thruway Authority And
New York State Canal Corporation Procurement Contracts(

The parties to the attached contract, license, lease,
amendment or other agreement oI any kind ('the contract
or 'this contract) agree to be bound by the Iollowing
clauses which are hereby made a part oI the contract (the
word 'Contractor herein reIers to any party and its agents,
successors and assigns, other than the Thruway Authority
('Authority) or Canal Corporation ('Corporation),
whether a contractor, licensor, licensee, lessor, lessee or any
other party):

1. $)$*!++&,$-#$.( /0!1+#. This contract may
not be assigned by the Contractor nor may its right, title or
interest therein be assigned, transIerred, conveyed,
subcontracted, sublet or otherwise disposed oI without the
previous consent, in writing, oI the Authority/Corporation
and any attempts to assign the contract without the
Authority`s/Corporation`s written consent are null and void.

2. /)-".2)00#2( !""2)3!04 Unless otherwise
provided by resolution oI the Authority or Corporation
Board, iI this contract involves the expenditure oI Iunds Ior
goods or services in excess oI $50,000, or the expenditure oI
Iunds Ior any other purpose in excess oI $15,000, or iI, by
this contract, the Authority/Corporation agrees to give
something other than money when the value or reasonably
estimated value oI such consideration exceeds $10,000, this
contract shall not be valid, eIIective or binding upon the
Authority/Corporation until it has been approved by the
State Comptroller and Iiled in his oIIice.

3. 5)26#2+7(/)-"#$+!.&)$(!$%(%&+!8&0&.9(
8#$#:&.+4 This contract shall be void and oI no Iorce and
eIIect unless the Contractor shall provide and maintain
coverage during the liIe oI this contract Ior the beneIit oI
such employees as are required to be covered by the
provisions oI the State Workers` Compensation Law. II
employees will be working on, near or over navigable
waters, a U.S. Longshore and Harbor Workers`
Compensation Act endorsement must be included.

4. $)$*%&+/2&-&$!.&)$( 2#;1&2#-#$.+. To
the extent required by Article 15 oI the State Executive Law
(also known as the Human Rights Law) and all other State
and Federal statutory and constitutional non-discrimination
provisions, the Contractor will not discriminate against any
employee or applicant Ior employment because oI race,
creed, color, sex, national origin, sexual orientation, military
status, age, disability, genetic predisposition or carrier
status, or marital status. Furthermore, in accordance with
State Labor Law 220-e, iI this is a contract Ior the
construction, alteration or repair oI any public building or
public work or Ior the manuIacture, sale or distribution oI
materials, equipment or supplies, and to the extent that this
contract shall be perIormed within the State oI New York,
Contractor agrees that neither it nor its subcontractors shall
by reason oI race, creed, color, disability, sex or national
origin: (a) discriminate in hiring against any New York
State citizen who is qualiIied and available to perIorm the
work; or (b) discriminate against or intimidate any employee
hired Ior the perIormance oI work under this contract. II
this is a building service contract as deIined in State Labor
Law 230, then, in accordance with 239 thereoI, the
Contractor agrees that neither it nor its subcontractors shall,
by reason oI race, creed, color, national origin, age, sex or
disability: (a) discriminate in hiring against any New York
State citizen who is qualiIied and available to perIorm the
work; or (b) discriminate against or intimidate any employee
hired Ior the perIormance oI work under this contract. The
Contractor is subject to Iines oI $50 per person per day Ior
any violation oI State Labor Law 220-e or 239 as well as
possible( termination oI this contract and IorIeiture oI( all
moneys due hereunder Ior a second or subsequent violation.(((
(
5. 5!,#( !$%( <)12+( "2)3&+&)$+. II this is a
public work contract covered by Article 8 oI the State Labor
Law or a building service contract covered by Article 9
thereoI, neither the Contractor`s employees nor the
employees oI its subcontractors may be required or
permitted to work more than the number oI hours or days
stated in said statutes, except as otherwise provided in the
State Labor Law and as set Iorth in prevailing wage and
supplement schedules issued by the State Labor Department.
Furthermore, the Contractor and its subcontractors must pay
at least the prevailing wage rate and pay or provide the
prevailing supplements, including the premium rates Ior
overtime pay, as determined by the State Labor Department
in accordance with the State Labor Law.
(
6.! $)$*/)001+&3#(8&%%&$,(/#2.&:&/!.&)$.
In accordance with State Public Authorities Law 2878, iI
this contract was awarded based upon the submission oI
bids, the Contractor warrants, under penalty oI perjury, that
its bid was arrived at independently and without collusion
aimed at restricting competition. The Contractor Iurther
warrants that, at the time the Contractor submitted its bid, an
authorized and responsible person executed and delivered to
the Authority/Corporation a non-collusive bidding
certiIication on the Contractor`s behalI.

7. &$.#2$!.&)$!0(8)9/)..("2)<&8&.&)$. In
accordance with State Labor Law 220-I, iI this contract
exceeds $5,000, the Contractor agrees, as a material
Page 2 oI 4
condition oI this contract, that neither the Contractor nor any
substantially owned or aIIiliated person, Iirm, partnership, or
corporation has participated, is participating, or shall
participate in an international boycott in violation oI the
Federal Export Administration Act oI 1979 (50 USC App.
2401 et seq.) or regulations thereunder. II such
Contractor, or any oI the aIoresaid aIIiliates oI the
Contractor, is convicted or is otherwise Iound to have
violated said laws or regulations upon the Iinal
determination oI the United States Commerce Department or
any other appropriate agency oI the United States
subsequent to the contract`s execution, such contract,
amendment or modiIication thereto shall be rendered IorIeit
and void. The Contractor shall so notiIy the
Authority/Corporation within Iive (5) business days oI such
conviction, determination or disposition oI appeal.

8. +#.*)::( 2&,<.+. The Authority/Corporation shall
have rights oI set-oII. These rights shall include, but not be
limited to, the Authority`s/Corporation`s option to withhold
Ior the purposes oI set-oII any moneys due to the Contractor
under this contract up to any amounts due and owing by the
Contractor to the Authority/Corporation with regard to this
contract, or any other contract with the Authority/
Corporation, including any contract Ior a term commencing
prior to the term oI this contract, plus any amounts due and
owing to the Authority/Corporation Ior any other reason
including, without limitation, monetary penalties,
adjustments, Iees, or claims Ior damages by the Authority/
Corporation and third parties in connection therewith.

9.! 2#/)2%+. The Contractor shall establish and
maintain complete and accurate books, records, documents,
accounts and other evidence directly pertinent to
perIormance under this contract (collectively, 'Records) Ior
a period oI six (6) years (or any other longer period required
by law) Iollowing Iinal payment or the termination oI this
contract, whichever is later, and any extensions thereto. The
Authority/Corporation, State Comptroller, State Attorney
General and any other person or entity authorized to conduct
an examination shall have access to the Records during
normal business hours at an oIIice oI the Contractor within
New York State, or, iI no such oIIice is available, at a
mutually agreeable and reasonable venue within the State,
during the contract term, any extensions thereoI and said six
(6) year period thereaIter, Ior purposes oI inspection,
auditing and copying. As used in this clause, 'termination
oI this contract shall mean the later oI completion oI the
work oI the contract or the end date oI the term stated in the
contract. The Authority/Corporation will take reasonable
steps to protect Irom public disclosure those Records which
are exempt Irom disclosure under State Public OIIicers Law
87 ('Statute) provided that: (i) the Contractor shall timely
inIorm an appropriate Authority/Corporation oIIicial, in
writing, that said records should not be disclosed; (ii) said
records shall be suIIiciently identiIied; and (iii) designation
oI said records as exempt under the Statute is reasonable.
Nothing contained herein shall diminish, or in any way
adversely aIIect, the Authority`s/Corporation`s right to
discovery in any pending or Iuture litigation.
(
10.( &%#$.&:9&$,( &$:)2-!.&)$( !$%( "2&3!/9(
$).&:&/!.&)$4( ( All invoices or New York State
standard vouchers submitted Ior payment Ior the sale oI
goods or services or the lease oI real or personal property to
the Authority/Corporation must include the payee`s
identiIication number, i.e., the seller`s or lessor`s
identiIication number. The number is either the payee`s
Federal employer identiIication number or Federal social
security number, or both such numbers when the payee has
both such numbers. Failure to include this number or
numbers may delay payment. Where the payee does not
have such number or numbers, the payee, on its invoice or
New York State standard voucher, must give the reason or
reasons why the payee does not have such number or
numbers.

The authority to request the above personal inIormation
Irom a seller oI goods or services or a lessor oI real or
personal property, and the authority to maintain such
inIormation, is Iound in State Tax Law 5. Disclosure oI
this inIormation by the seller or lessor to the
Authority/Corporation is mandatory. The principal purpose
Ior which the inIormation is collected is to enable the State
to identiIy individuals, businesses and others who have been
delinquent in Iiling tax returns or may have understated their
tax liabilities and to generally identiIy persons aIIected by
the taxes administered by the State Commissioner oI
Taxation and Finance. The inIormation will be used Ior tax
administration purposes and Ior any other purpose
authorized by law.
(
The above personal inIormation is maintained at the New
York State Thruway Authority/Canal Corporation,
Department oI Finance and Accounts, P.O. Box 189,
Albany, New York 12201.

11. #;1!0( #-"0)9-#$.( )"")2.1$&.&#+( :)2(
-&$)2&.&#+( !$%( 5)-#$. In accordance with State
Executive Law 312, iI this contract is: (i) a written
agreement or purchase order instrument, providing Ior a
total expenditure in excess oI $25,000, whereby the
Authority/Corporation is committed to expend or does
expend Iunds in return Ior labor, services, supplies,
equipment, materials or any combination oI the Ioregoing, to
be perIormed Ior, or rendered or Iurnished to the
Authority/Corporation; or (ii) a written agreement in excess
oI $100,000 whereby the Authority/Corporation is
committed to expend or does expend Iunds Ior the
acquisition, construction, demolition, replacement, major
repair or renovation oI real property and improvements
thereon; or (iii) a written agreement in excess oI $100,000
whereby the owner oI a State assisted housing project is
committed to expend or does expend Iunds Ior the
acquisition, construction, demolition, replacement, or major
Page 3 oI 4
repair or renovation oI real property and improvements
thereon Ior such project, then:

(a) The Contractor will not discriminate against employees
or applicants Ior employment because oI race, creed, color,
national origin, sex, age, disability, or marital status, and
will undertake or continue existing programs oI aIIirmative
action to ensure that minority group members and women
are aIIorded equal employment opportunities without
discrimination. As used in this clause, 'aIIirmative action
shall mean recruitment, employment, job assignment,
promotion, upgrading, demotion, transIer, lay-oII or
termination, and rates oI pay or other Iorms oI
compensation.

(b) At the request oI the Authority/Corporation, the
Contractor shall request each employment agency, labor
union, or authorized representative oI workers with which it
has a collective bargaining or other agreement or
understanding, to Iurnish a written statement that such
employment agency, labor union or representative will not
discriminate on the basis oI race, creed, color, national
origin, sex, age, disability or marital status, and that such
union or representative will aIIirmatively cooperate in the
implementation oI the Contractor`s obligations herein.

(c) The Contractor shall state, in all solicitations or
advertisements Ior employees, that in the perIormance oI
this contract all qualiIied applicants will be aIIorded equal
employment opportunities without discrimination because oI
race, creed, color, national origin, sex, age, disability or
marital status.

The Contractor shall include the provisions oI (a), (b) and
(c) above in every subcontract over $25,000 Ior the
construction, demolition, replacement, major repair,
renovation, planning or design oI real property and
improvements thereon except where such work is Ior the
beneIicial use oI the Contractor. Section 312 does not apply
to: (i) work, goods or services unrelated to this contract; or
(ii) employment outside New York State; or (iii) banking
services, insurance policies or the sale oI securities.

12. /)$:0&/.&$,( .#2-+4 In the event oI a conIlict
between the terms oI the contract (including any and all
attachments thereto and amendments thereoI) and the terms
oI this Appendix A, the terms oI this Appendix A shall
control.

13. ,)3#2$&$,(0!54 This contract shall be governed
by the laws oI the State oI New York except where the
Federal supremacy clause requires otherwise.

14.! 0!.#( "!9-#$.4 Timeliness oI payment and any
interest to be paid to the Contractor Ior late payment shall be
governed by State Public Authorities Law 2880 and 21
NYCRR Part 109.

15.! $)(!28&.2!.&)$4 Disputes involving this contract,
including the breach or alleged breach thereoI, may not be
submitted to binding arbitration (except where statutorily
authorized) but must, instead, be heard in a court oI
competent jurisdiction oI the State oI New York.

16.! +#23&/#():("2)/#++4 In addition to the methods
oI service allowed by the State Civil Practice Law & Rules,
the Contractor hereby consents to service oI process upon it
by registered or certiIied mail, return receipt requested.
Service hereunder shall be complete upon the Contractor`s
actual receipt oI process or upon the
Authority`s/Corporation`s receipt oI the return thereoI by the
United States Postal Service as reIused or undeliverable.
The Contractor must promptly notiIy the
Authority/Corporation, in writing, oI each and every change
oI address to which service oI process can be made. Service
by the Authority/Corporation to the last known address shall
be suIIicient. The Contractor will have thirty (30) calendar
days aIter service hereunder is complete in which to
respond.

17. "2)<&8&.&)$( )$( "12/<!+#( ):( .2)"&/!0(
<!2%5))%+. The Contractor certiIies and warrants that
all wood products to be used under this contract will be in
accordance with, but not limited to, the speciIications and
provisions oI State Finance Law 165 (Use oI Tropical
Hardwoods) which prohibits purchase and use oI tropical
hardwoods, unless speciIically exempted, by the State or any
governmental agency or political subdivision or public
beneIit corporation. QualiIication Ior an exemption under
this law will be the responsibility oI the Contractor to
establish to meet with the approval oI the
Authority/Corporation.
(
In addition, when any portion oI this contract involving the
use oI woods, whether supply or installation, is to be
perIormed by any subcontractor, the prime Contractor will
indicate and certiIy in the submitted bid proposal that the
subcontractor has been inIormed and is in compliance with
speciIications and provisions regarding use oI tropical
hardwoods as detailed in State Finance Law 165. Any
such use must meet with the approval oI the
Authority/Corporation; otherwise, the bid may not be
considered responsive. Under bidder certiIications, prooI oI
qualiIication Ior exemption will be the responsibility oI the
Contractor to meet with the approval oI the
Authority/Corporation.

18. -!/82&%#( :!&2( #-"0)9-#$.( "2&$/&"0#+4
In accordance with the MacBride Fair Employment
Principles (Chapter 807 oI the Laws oI 1992), the Contractor
hereby stipulates that the Contractor either (a) has no
business operations in Northern Ireland, or (b) shall take
lawIul steps in good Iaith to conduct any business operations
in Northern Ireland in accordance with the MacBride Fair
Employment Principles (as described in State Finance Law
Page 4 oI 4
165), and shall permit independent monitoring oI
compliance with such principles.

19.! )-$&81+( "2)/12#-#$.( !/.( ):( =>>?4 It is
the policy oI New York State to maximize opportunities Ior
the participation oI New York State business enterprises,
including minority and women-owned business enterprises
as bidders, subcontractors and suppliers on its procurement
contracts.
(
InIormation on the availability oI New York State
subcontractors and suppliers is available Irom:

NYS Department oI Economic Development
Division Ior Small Business
30 South Pearl Street 7
th
Floor
Albany, NY 12245
Phone: (518) 292-5220

A directory oI certiIied minority and women-owned
business enterprises is available Irom:

NYS Department oI Economic Development
Minority and Women`s Business Development Division
30 South Pearl Street 2
nd
Floor
Albany, NY 12245

The Omnibus Procurement Act oI 1992 requires that by
signing this bid proposal or contract, as applicable, the
Contractor certiIies that whenever the total bid amount is
greater than $1 million:

(a)! The Contractor has made reasonable eIIorts to
encourage the participation oI New York State Business
Enterprises as suppliers and subcontractors, including
certiIied minority and women-owned business enterprises,
on this project, and has retained the documentation oI these
eIIorts to be provided upon request to the
Authority/Corporation;

(b)! The Contractor has complied with the Federal Equal
Opportunity Act oI 1972 (P.L. 92-261), as amended;

(c)! The Contractor agrees to make reasonable eIIorts to
provide notiIication to New York State residents oI
employment opportunities on this project through listing any
such positions with the Job Service Division oI the NYS
Department oI Labor, or providing such notiIication in such
manner as is consistent with existing collective bargaining
contracts or agreements. The Contractor agrees to document
these eIIorts and to provide said documentation to the
Authority/Corporation upon request; and

(d)! The Contractor acknowledges that the Authority/
Corporation may seek to obtain oIIset credits Irom Ioreign
countries as a result oI this contract and agrees to cooperate
with the Authority/Corporation in these eIIorts.

20.! 2#/&"2)/&.9( !$%( +!$/.&)$+( "2)3&+&)$+4
Bidders are hereby notiIied that iI their principal place oI
business is located in a country, nation, province, state or
political subdivision that penalizes New York State vendors,
and iI the goods or services they oIIer will be substantially
produced or perIormed outside New York State, the
Omnibus Procurement Act 1994 and 2000 amendments
(Chapters 684 and 383, respectively) require that they be
denied contracts which they would otherwise obtain.
Contact the Department oI Economic Development,
Division Ior Small Business, 30 South Pearl Street, Albany,
New York 12245, Ior a current list oI jurisdictions subject to
this provision.
(
21.! "12/<!+#+( ):( !""!2#0. In accordance with
State Finance Law 162(4-a), the Authority/Corporation
shall not purchase apparel Irom any vendor unable or
unwilling to certiIy that: (i) such apparel was manuIactured
in compliance with all applicable labor and occupational
saIety laws, including, but not limited to, child labor laws,
wage and hours laws and workplace saIety laws; and (ii)
vendor will supply with its bid (or, iI not a bid situation,
prior to or at the time oI signing a contract with the
Authority/Corporation), iI known, the names and addresses
oI each subcontractor and a list oI all manuIacturing plants
to be utilized by the bidder.

22.! )8+#23!$/#():(0!5+4 The Contractor agrees to
observe all Federal, State and local laws and regulations, and
to procure all necessary licenses and permits.

23.( $)( 5!&3#2( ):( "2)3&+&)$+4 The Authority`s/
Corporation`s Iailure to exercise or delay in exercising any
right or remedy under this contract shall not constitute a
waiver oI such right or remedy or any other right or remedy
set Iorth therein. No waiver by the Authority/Corporation oI
any right or remedy under this contract shall be eIIective
unless made in a writing duly executed by an authorized
oIIicer oI the Authority/Corporation, and such waiver shall
be limited to the speciIic instance so written and shall not
constitute a waiver oI such right or remedy in the Iuture or
oI any other right or remedy under this contract.

24. #$.&2#(!,2##-#$.4 This contract, together with
this Appendix A and any other appendices, attachments,
schedules or exhibits, constitutes the entire understanding
between the parties and there are no other oral or extrinsic
understandings oI any kind between the parties. This
contract may not be changed or modiIied in any manner
except by a subsequent writing, duly executed by the parties
thereto.









EXHBT 1

Thruway Authority/Canal Corporation Guidelines
Regarding Permissible Contacts During a Procurement and
the Prohibition of nappropriate Lobbying nfluence

TAP-335 (10/2010)

New York State Thruway Authority/New York State Canal Corporation

Guidelines Regarding Permissible Contacts During a Procurement and the Prohibition of
Inappropriate Lobbying Influence

Chapter 1 of the Laws of 2005, as amended (referred to as the Lobbying Law), set forth in the
Legislative Law and State Finance Law specific requirements relative to lobbying on
government procurements and procurement contracts. More specifically, the Lobbying Law
created two new sections in the State Finance Law: Section 139-j addresses restrictions on
contacts during the procurement process; and Section 139-k addresses the disclosure of
contacts and the responsibility of offerers
1
during the procurement process. In this regard, a
procurement contract means a contract or agreement (including an amendment, extension,
renewal or change order to an existing contract where such amendment, extension, renewal or
change order is not authorized and payable under the terms of the contract) involving an
estimated annual expenditure in excess of $15,000 for a commodity, service, technology, public
work, or construction; purchase, sale, lease, or acquisition of real property; or revenue contract.

In conformity with the Lobbying Law, during the restricted period
2
for an
Authority/Corporation procurement, an offerer may only make permissible contacts regardi
such procurement, which means that the offerer shall contact only the Authority/Corporation
designated contact person(s) for that procurement. In this regard, contact means any oral,
written or electronic communication with a governmental entity under circumstances where
reasonable person would infer that the communication was intended to influence the
governmental entitys conduct or decision regarding the Authority/Corporation procurement.
ng
a
Request for Proposals (RFP), Invitation
method where
of
n open to all bidders scheduled as part of an RFP, IFB or other solicitation
process;

Exceptions to this rule include:
x submission of a written proposal in response to a
for Bids (IFB) or any other solicitation method;
x submission of written questions as part of an RFP, IFB or other solicitation
all written questions and written responses will be provided to all offerers;
x participation in a pre-proposal or pre-bid demonstration, conference or other exchange
informatio

1
An individual or entity, or any employee, agent, consultant or person acting on behalf of such individual
or entity, that contacts the Authority/Corporation about a procurement during the restricted period
whether or not the caller has a financial interest in the outcome of the procurement. A governmental
agency or its employees that communicates with the Authority/Corporation regarding a procurement in
the exercise of its oversight duties shall not be considered an offerer.


2
The period of time commencing with the earliest written notice, advertisement or solicitation of a
Request for Proposals (RFP), Invitation for Bids (IFB), or solicitation of proposals, or any other method
for soliciting responses from offerers intending to result in a procurement contract with the
Authority/Corporation, and ending with the final contract award and approval by the
Authority/Corporation, and, where applicable, the State Comptroller.

x written complaints that the Authority/Corporation designated contact for a procurement
fails to respond in a timely manner to authorized offerer contacts;
x negotiation of procurement contract terms with the Authority/Corporation following
tentative award;
x contacts between designated Authority/Corporation staff and an offerer to request the
review of a procurement contract award;
x communications with the Authority/Corporation regarding an appeal, protest or other
review of a procurement, participation in an administrative or judicial proceeding
regarding a procurement and complaints regarding a procurement made to the Attorney
General, Inspector General, District Attorney or State Comptroller; and,
x communications between Authority/Corporation staff and offerers that solely address the
determination of vendor responsibility.

An offerer shall not, under any circumstance, attempt to influence an Authority/Corporation
procurement in a way that violates or attempts to violate: Public Officers Law Section 73(5),
relating to gifts intended to influence; or Public Officers Law Section 74, relating to the code of
ethics for employees of state agencies, public authorities and public benefit corporations,
members of the New York State Legislature, and Legislative employees.

An offerer who contacts the Authority/Corporation designated contact person for a procurement
during the restricted period must be prepared to provide the following information: name,
address, telephone number, place of principal employment and occupation of the person or
organization making the contact, and whether the person/organization making the contact is the
offerer or is retained, employed or designated by or on behalf of the offerer to appear before or
contact the Authority/Corporation about the procurement.

An offerer that submits a proposal, bid or other response to an Authority/Corporation RFP, IFB
or other solicitation method must: certify that it understands and agrees to comply with these
Guidelines regarding permissible contacts during a procurement and the prohibition of
inappropriate lobbying influence; and disclose whether any governmental entity has, within the
prior four years, found the offerer non-responsible due to a violation of the Lobbying Law or the
intentional provision of false or incomplete information. Further, all Authority/Corporation
procurement contracts will contain: a certification by the offerer that all information provided to
the Authority/Corporation with respect to the Lobbying Law is complete, true and accurate; and
a provision authorizing the Authority/Corporation to terminate the contract in the event such
certification is found to be intentionally false or incomplete.

The Authority/Corporation will investigate all allegations of violations of the Authority/
Corporation Guidelines regarding permissible contacts during a procurement and the prohibition
of inappropriate lobbying influence. A finding that an offerer has knowingly and willfully
committed such a violation may result in a determination that the offerer and its subsidiaries are
non-responsible and therefore ineligible for award of the procurement contract. A second
determination of non-responsibility for such a violation within four years of the first such
determination may render the offerer and its subsidiaries ineligible to submit a bid or proposal or
be awarded a procurement contract for four (4) years from the date of the second determination.
The Authority/Corporation will notify the New York State Office of General Services (OGS)
of any determinations of non-responsibility or debarments due to violations of the Lobbying
Law.

These Guidelines and related forms are available on the Authoritys website,
www.thruway.ny.gov , under Purchasing Services; Forms, Guidelines and Reports section;
Lobbying Law Forms & Guidelines or on the Corporations website, www.canals.ny.gov, under
the Doing Business section. Copies of Sections 73 and 74 of the Public Officers Law are also
available on the Authority/Corporation websites. If you require further guidance on the new
Lobbying Law, you are encouraged to visit the Advisory Council on Procurement Lobbying
website at www.ogs.state.ny.us/aboutogs/regulations/defaultadvisorycouncil.html, where the
Lobbying Law and the Guidelines on Procurement Lobbying (Frequently Asked Questions)
adopted by the Council are posted.









EXHBT 2

Authority Supplemental nsurance Certificate









SUPPLEMENT 1

New York State Finance Law Sections 139-j and 139-k
Disclosure of Prior
Non-Responsibility Determinations









SUPPLEMENT 2

Certificate of Compliance with the Authority/Corporation
Guidelines Regarding Permissible Contacts During a
Procurement and the Prohibition of nappropriate Lobbying
nfluence









SUPPLEMENT 3

State of New York
Vendor Responsibility Questionnaire

List below ALL of the Vendor's Principal Owners and the three officers who direct the daily operations of the Vendor (attach additional
sheets if necessary):
Name of Workers' Compensation Insurance Carrier:
NYSTA Version TA-W3205-9 (05/2007)
VENDOR RESPONSIBILITY QUESTIONNAIRE
STATE OF NEW YORK
9.
4.
2.
6.
1.
12.
10.
5.
3.
7.
13.
Vendor is:
PRIME CONTRACTOR SUB-CONTRACTOR
11.
8.
Doing Business As (D/B/A)(if applicable) & County Filed
Vendor's Legal Business Name
Address of Primary Place of Business/Executive Office
Address of Primary Place of Business/Executive Office
in New York State (if different from above)
Primary Place of Business in New York State is:
Identification Numbers
Website Address (if applicable)
Phone No.
Phone No.
Authorized Contact for this Questionnaire
Fax No.
Fax No.
Owned Rented
If rented, please provide landlord's name, address, and phone number below:
a) FEIN #
b) DUNS #
17.
a) Business Corporation Date of Incorporation State of Incorporation*
b) Sole Proprietor Date Established
c) General Partnership Date Established
d) Not-for-Profit Corporation Date of Incorporation
State of Incorporation*
Charities Registration No.
e) Limited Liability Company (LLC) Date Established
f) Limited Liability Partnership Date Established
g) Other - Specify: Date Established
Jurisdiction Filed
(if applicable)
Name
Title
Phone No.
Fax No.
E-mail Address
16.
15.
Vendor's Business Entity is (check appropriate box and provide requested information):
Page 1 of 4
14.
Primary Business Activity (Please identify the primary business categories, products or services provided by your business.
* If not incorporated in New York State, please provide a copy of authorization to do business in New York or a current certificate of
good standing from your state of incorporation.
( )
-
( )
-
( )
-
( )
-
a) Name Title b) Name Title
c) Name Title d) Name Title
Clear Form
FOR QUESTIONS 18 - 29, A DETAILED EXPLANATION IS REQUIRED FOR EACH QUESTION ANSWERED WITH A "YES",
AND MUST BE PROVIDED AS AN ATTACHMENT TO THE COMPLETED QUESTIONNAIRE. YOU MUST PROVIDE
ADEQUATE DETAILS OR DOCUMENTS TO AID THE NEW YORK STATE THRUWAY AUTHORITY/CANAL CORPORATION
(NYSTA/CC) IN MAKING A DETERMINATION OF VENDOR RESPONSIBILITY. PLEASE NUMBER EACH RESPONSE TO
MATCH THE QUESTION NUMBER.
STATE OF NEW YORK
VENDOR RESPONSIBILITY QUESTIONNAIRE
NYSTA Version TA-W3205-9 (05/2007) Page 2 of 4
Is the vendor certified in New York State as a (please check): 18.
Please provide a copy of any of the above certifications that apply.
Yes No
Does the vendor use, or has it used in the past ten (10) years, any other business
name, FEIN, DUNS or D/B/A other than those listed in items 2-4 above?
19.
List all other business name(s), FEIN(s), DUNS(s) or any D/B/A names and the dates that these names or
numbers were/are in use. Explain the relationship to the vendor.
Yes
No
Yes
No
20. Are there any individuals now serving in a managerial or consulting capacity to the vendor, including
principal owners and officers, who now serve or in the past three (3) years have served as:
a)
b)
Yes
No
Within the past five (5) years, has the vendor, any individuals serving in a managerial or consulting capacity,
principal owners, officers, major stockholder(s) (10% or more of the voting shares for publicly traded
companies, 25% or more of the shares for all other companies), affiliate or any person involved in the
bidding, contracting, or leasing process:
a)
21.
Yes No
1
i. been suspended, debarred or terminated by a local, state or federal authority in connection
with a contract or contracting process;
had a local, state or federal government contract suspended or terminated for cause prior to the completion of
the term of the contract?
had a low bid rejected on a local, state or federal contract for failure to meet statutory affirmative action or
M/WBE requirements on a previously held contract;
had status as a Women's Business Enterprise, Minority Business Enterprise or Disadvantaged Business
Enterprise denied, de-certified, revoked or forfeited;
been subject to an administrative proceeding or civil action seeking specific performance or restitution in
connection with any local, state or federal government contract;
been denied an award of a local, state or federal government contract, had a contract suspended or had a
contract terminated for non-responsibility; or
ii.
iii.
iv.
v.
vi.
vii.
viii.
ix.
been investigated, indicted, convicted, received a judgment against them or a grant of immunity for
any business-related conduct constituting a crime under local, state or federal law including, but not
limited to, fraud, extortion, bribery, racketeering, price-fixing, bid collusion or any crime related to
truthfulness and/or business conduct?
b) Yes No
been disqualified for cause as a bidder on any permit, license, concession franchise or lease;
agreed to a voluntary exclusion from bidding/contracting;
had a bid rejected on a NYSTA/CC or a New York State agency contract for failure to comply with the MacBride Fair
Employment Principles;
Minority Business Enterprise (MBE)
Women's Business Enterprise (WBE)
Disadvantaged Business Enterprise (DBE)
a full or part-time employee at the NYSTA/CC or a New York State agency, or as a consultant, in an
individual capacity, to the NYSTA/CC or a New York State agency?
List each individual's name, business title or consulting capacity, New York State agency name (if
applicable) and employment position with applicable service dates.
If yes to item #20a, did this individual perform services related to the solicitation, negotiation,
operation and/or administration of public contracts for the NYSTA/CC or a New York State agency?
List each individual's name, business title or consulting capacity, New York State agency name (if
applicable) and the consulting/advisory position with applicable service dates. List each contract name
and assigned contract number.
In the past five (5) years, has the vendor or its affiliates had any claims, judgments (satisfied or
unsatisfied), injunctions, liens, fines or penalties secured by any governmental agency including, but not
limited to, judgements based on taxes owed or fines or penalties assessed by any federal, state or local
government agency?
federal, state or local health laws, rules or regulations, including but not limited to Occupational
Safety & Health Administration (OSHA) or New York State labor law;
STATE OF NEW YORK
VENDOR RESPONSIBILITY QUESTIONNAIRE
NYSTA Version TA-W3205-9 (05/2007) Page 3 of 4
c) been issued a citation, notice, violation order, or are pending an administrative hearing,
proceeding or determination for violations of:
ii.
iii.
iv.
v.
vi.
vii.
viii.
ix.
x.
Yes No
For yes answers to any of the above, detail the situation(s), the date(s), name(s), title(s) and address(es) of any individuals
involved and, if applicable, and any corrective action(s) taken by the vendor.
i.
22.
1
23.
24. Is the vendor exempt from income taxes under the Internal Revenue Code?
Has the vendor (for profit and not-for-profit corporations) or its affiliates , in the past three (3) years, had
any governmental audits that revealed material weaknesses in its system of internal controls, compliance
with contractual agreements and/or laws and regulations or any material disallowances?
Yes No
Yes No
Yes No
1
Indicate if this is applicable to the submitting vendor or affiliate. Detail the type of material weakness found
or the situation(s) that gave rise to the disallowance, any corrective action taken by the vendor and the
name of the auditing agency.
During the past three (3) years, has the vendor failed to:
a) file returns or pay any applicable federal, state or city taxes?
25.
Yes No
Yes No
Identify the taxing jurisdiction, type of tax, liability year(s), and tax liability amount the vendor failed
to file/pay and the current status of the liability.
26. Have any bankruptcy proceedings been initiated by or against the vendor or its affiliates within the
past seven (7) years (whether or not closed) or is any bankruptcy proceeding pending by or against
the vendor or its affiliates regardless of the date of filing?
Indicate if this is applicable to the submitting vendor or affiliate. If it is an affiliate, include the
affiliate's name and FEIN. Provide the court name, address and docket number. Indicate if the
proceedings have been initiated, remain pending or have been closed. If closed, provide the date
closed.
Yes No
Yes No
Is the vendor currently insolvent, or does the vendor currently have reason to believe that an involuntary
bankruptcy proceeding may be brought against it?
Provide financial information to support the vendor's current position, for example, Current Ratio, Debt
Ratio, Age of Accounts Payable, Cash Flow and any documents that will provide the NYSTA/CC with an
understanding of the vendor's situation.
27.
1
Yes No 28.
List the agency name, address, and contract effective dates. Also provide state contract identification
number, if known.
Indicate the years the vendor failed to file/pay the insurance and the current status of the liability.
Indicate the reason for the exemption and provide a copy of any supporting information.
Indicate if this is applicable to the submitting vendor or affiliate. State whether the situation(s) was a claim,
judgment, injunction, lien or other with an explanation. Provide the name(s) and address(es) of the agency,
the amount of the original obligation and outstanding balance. If any of these items are open or unsatisfied,
indicate the status of each item as "open" or "unsatisfied'.
b) file returns or pay New York State unemployment insurance?
d) been investigated by any federal, state or local government agency for a civil violation for any
business related conduct ?
state or federal environmental laws;
unemployment insurance or workers' compensation coverage or claim requirements;
Employee Retirement Income Security Act (ERISA);
federal, state or local human rights laws;
civil rights laws;
federal or state security laws;
federal Immigration and Naturalization Services (INS) and Alienage laws;
state for federal anti-trust laws; or
charity or consumer laws
Has the vendor been a contractor or subcontractor on any contract with any New York State agency
and/or with the NYSTA/CC in the past five (5) years?
Yes No
County of:
NYSTA Version TA-W3205-9 (05/2007) Page 4 of 4
STATE OF NEW YORK
VENDOR RESPONSIBILITY QUESTIONNAIRE
State of:
Name of Business
Address
City, State, Zip
Sworn to before me this day of , 20 ;
Signature of Owner/Officer
Printed Name of Signatory
Title
Date
Notary Public
Signature
Print Name
Yes No
In the past five (5) years, has the vendor or any affiliates :
a) defaulted or been terminated on, or had its surety called upon to complete, any contract (public or private)
awarded;
b) received an overall unsatisfactory performance assessment from any government agency on any contract; or
c) had any liens or claims over $25,000 filed against the firm which remain undischarged or were unsatisfied for
more than 90 days?
Indicate if this is applicable to the submitting vendor or affiliate. Detail the situation(s) that gave rise to the
negative action, any corrective action taken by the vendor and the name of the contracting agency.
29.
1
"Affiliate" meaning: (a) any entity in which the vendor owns more than 50% of the voting stock; (b) any individual, entity or group of
principal owners or officers who own more than 50% of the voting stock of the vendor; or (c) any entity whose voting stock is more than
50% owned by the same individual, entity or group described in clause (b). In addition, if a vendor owns less than 50% of the voting
stock of another entity, but directs or has the right to direct such entity's daily operations, that entity will be an "affiliate" for purposes of
this questionnaire.
)
1
The undersigned: recognizes that this questionnaire is submitted for the express purpose of assisting the New York State Thruway
Authority/Canal Corporation (NYSTA/CC) in making a determination regarding an award of contract or approval of a subcontract;
acknowledges that the NYSTA/CC may in its discretion, by means which it may choose, verify the truth and accuracy of all
statements made herein; acknowledges that intentional submission of false or misleading information may constitute a felony
under Penal Law Section 210.40 or a misdemeanor under Penal Law Section 210.35 or Section 210.45, and may also be
punishable by a fine and/or imprisonment of up to five years under 18 USC Section 1001 and may result in contract termination;
and states that the information submitted in this questionnaire and any attached pages is true, accurate and complete.
The undersigned certifies that he/she:
CERTIFICATION:

has the financial resources necessary to fulfill the requirements of the proposed contract;
has not altered the content of the questions in the questionnaire in any manner;
has read and understands all of the items contained in the questionnaire and any pages attached by the submitting vendor;
has supplied full and complete responses to each item therein to the best of his/her knowledge, information and belief;
is knowledgeable about the submitting vendor's business and operations;
understands that the NYSTA/CC will rely on the information supplied in this questionnaire when entering into a contract with the

ss:
)
is under a duty to notify the NYSTA/CC of any material changes to the vendor's responses herein prior to the NYSTA's/CC's
execution of the contract.
vendor; and








SUPPLEMENT 4

Certificate of No Change


CERTIFICATE OF NO CHANGE

STATE OF )
: SS.:
COUNTY OF )

The undersigned, being duly sworn, deposes and says:

1. I am ___________________________, the _____________________________ (title) of

________________________________________________________________________
(hereinafter Contractor), which is currently submitting a proposal in response to New York
State Thruway Authority (hereinafter Authority) RFP/IFB # ______.

2. Contractor previously submitted a completed Vendor Responsibility Questionnaire, dated
________________________ to the Authority in connection with Authority RFP/IFB #
______.

3. Attached is an accurate and true copy of Contractors previously submitted Vendor
Responsibility Questionnaire dated __________________.

4. I hereby certify that with the exception of the information specified in Question 13 of the
Vendor Responsibility Questionnaire previously submitted to the Thruway Authority, and as
changed herein, there has been no material change in the information pertaining to the
Contractor specified on such attached Questionnaire.

AUTHORIZED CONTACT FOR THE PROPOSED CONTRACT:

Name: ______________________________________________________________
Title: _______________________________________________________________
Telephone Number: ___________________________________________________
Fax Number: _________________________________________________________
Email: ______________________________________________________________

________________________________________
Signature
________________________________________
Print Name
_________________________________________
Title

Sworn before me this ______day
of ___________________, 20__.

__________________________
Notary Public
Registration No: _____________
State of: ____________________


(Revised 1-14-11)








SUPPLEMENT 5

ST-220-CA New York State Department of Taxation and
Finance Contractor Certification

New York State Department of Taxation and Finance
Contractor Certication to Covered Agency
(Pursuant to Section 5-a of the Tax Law, as amended, effective April 26, 2006)
ST-220-CA
(6/06)
Contractor name
Contractors principal place of business City State ZIP code
Contractors mailing address (if different than above)

Contractors federal employer identication number (EIN) Contractors sales tax ID number (if different from contractors EIN)
Contractors telephone number Covered agency name
Covered agency address
I, , hereby afrm, under penalty of perjury, that I am
(name) (title)
of the above-named contractor, that I am authorized to make this certication on behalf of such contractor, and I further certify
that:
(Mark an X in only one box)
G The contractor has led Form ST-220-TD with the Department of Taxation and Finance in connection with this contract and, to the best of
contractors knowledge, the information provided on the Form ST-220-TD, is correct and complete.
G The contractor has previously led Form ST-220-TD with the Tax Department in connection with
(insert contract number or description)
and, to the best of the contractors knowledge, the information provided on that previously led Form ST-220-TD, is correct and complete
as of the current date, and thus the contractor is not required to le a new Form ST-220-TD at this time.
Sworn to this day of , 20
(sign before a notary public) (title)
For covered agency use only
Contract number or description
Estimated contract value over
the full term of contract (but not
including renewals)
$
Covered agency telephone number
For information, consult Publication 223, Questions and Answers Concerning Tax Law Section 5-a (see Need Help? on back).
Instructions
General information
Tax Law section 5-a was amended, effective April 26, 2006. On or
after that date, in all cases where a contract is subject to Tax Law
section 5-a, a contractor must le (1) Form ST-220-CA, Contractor
Certication to Covered Agency, with a covered agency, and
(2) Form ST-220-TD with the Tax Department before a contract
may take effect. The circumstances when a contract is subject to
section 5-a are listed in Publication 223, Q&A 3. This publication is
available on our Web site, by fax, or by mail. (See Need help? for
more information on how to obtain this publication.) In addition, a
contractor must le a new Form ST-220-CA with a covered agency
before an existing contract with such agency may be renewed.
If you have questions, please call our information center at
1 800 698-2931.
Note: Form ST-220-CA must be signed by a person authorized to make
the certication on behalf of the contractor, and the acknowledgement
on page 2 of this form must be completed before a notary public.
When to complete this form
As set forth in Publication 223, a contract is subject to section 5-a, and
you must make the required certication(s), if:
i. The procuring entity is a covered agency within the meaning of the
statute (see Publication 223, Q&A 5);
ii. The contractor is a contractor within the meaning of the statute (see
Publication 223, Q&A 6); and
iii. The contract is a contract within the meaning of the statute. This is
the case when it (a) has a value in excess of $100,000 and (b) is a
contract for commodities or services, as such terms are dened for
purposes of the statute (see Publication 223, Q&A 8 and 9).
Furthermore, the procuring entity must have begun the solicitation to
purchase on or after January 1, 2005, and the resulting contract must
have been awarded, amended, extended, renewed, or assigned on or
after April 26, 2006 (the effective date of the section 5-a amendments).
Internet access: www.nystax.gov
(for information, forms, and publications)
Fax-on-demand forms: 1 800 748-3676
Telephone assistance is available from
8:00 A.M. to 5:00 P.M. (eastern time),
Monday through Friday. 1 800 698-2931
To order forms and publications: 1 800 462-8100
From areas outside the U.S. and outside Canada: (518) 485-6800
Hearing and speech impaired (telecommunications
device for the deaf (TDD) callers only): 1 800 634-2110
Persons with disabilities: In compliance with the
Americans with Disabilities Act, we will ensure that our lobbies,
ofces, meeting rooms, and other facilities are accessible to
persons with disabilities. If you have questions about special
accommodations for persons with disabilities, please call 1 800 972-1233.
Need help?
Individual, Corporation, Partnership, or LLC Acknowledgment
STATE OF }
: SS.:
COUNTY OF }
On the day of in the year 20 , before me personally appeared ,
known to me to be the person who executed the foregoing instrument, who, being duly sworn by me did depose and say that
he resides at ,
Town of ,
County of ,
State of ; and further that:
[Mark an X in the appropriate box and complete the accompanying statement.]
G (If an individual): _he executed the foregoing instrument in his/her name and on his/her own behalf.
G (If a corporation): _he is the
of , the corporation described in said instrument; that, by authority of the Board
of Directors of said corporation, _he is authorized to execute the foregoing instrument on behalf of the corporation for
purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on
behalf of said corporation as the act and deed of said corporation.
G (If a partnership): _he is a
of , the partnership described in said instrument; that, by the terms of said
partnership, _he is authorized to execute the foregoing instrument on behalf of the partnership for purposes set forth
therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on behalf of said
partnership as the act and deed of said partnership.
G (If a limited liability company): _he is a duly authorized member of ,
LLC, the limited liability company described in said instrument; that _he is authorized to execute the foregoing instrument
on behalf of the limited liability company for purposes set forth therein; and that, pursuant to that authority, _he executed
the foregoing instrument in the name of and on behalf of said limited liability company as the act and deed of said limited
liability company.
Notary Public
Registration No.
Page 2 of 2 ST-220-CA (6/06)
Privacy notication
The Commissioner of Taxation and Finance may collect and maintain personal
information pursuant to the New York State Tax Law, including but not limited to,
sections 5-a, 171, 171-a, 287, 308, 429, 475, 505, 697, 1096, 1142, and 1415
of that Law; and may require disclosure of social security numbers pursuant to
42 USC 405(c)(2)(C)(i).
This information will be used to determine and administer tax liabilities and, when
authorized by law, for certain tax offset and exchange of tax information programs as
well as for any other lawful purpose.
Information concerning quarterly wages paid to employees is provided to certain
state agencies for purposes of fraud prevention, support enforcement, evaluation of
the effectiveness of certain employment and training programs and other purposes
authorized by law.
Failure to provide the required information may subject you to civil or criminal penalties,
or both, under the Tax Law.
This information is maintained by the Director of Records Management and Data
Entry, NYS Tax Department, W A Harriman Campus, Albany NY 12227; telephone
1 800 225-5829. From areas outside the United States and outside Canada, call
(518) 485-6800.








ATTACHMENT 1

Fee Proposal Form
Page 1 of 4
Attachment 1
Custody and Safekeeping Services
RFP No: 12C20
FEE PROPOSAL
Five Year Term
Name of Proposer:

________________________________________________________________________

A. One Time Fee

1. Setup Fees (one time only fee) $___________
2. Other (please describe
1
) $___________

TOTAL ONE TIME FEES
(Total of A1 and A2) $___________

________________________________________________________________________

B. Annual Fees:

1. Annual Maintenance Fee, (paid semi-annually), Lump Sum total only:

$___________ Year 1
$___________ Year 2
$___________ Year 3
$___________ Year 4
$___________ Year 5

$___________ Subtotal B1

2. Per Portfolio Fee (Assume 4 portfolios
2
)
$___________ x 4 = $___________ Year 1
$___________ x 4 = $___________ Year 2
$___________ x 4 = $___________ Year 3
$___________ x 4 = $___________ Year 4
$___________ x 4 = $___________ Year 5

$___________ Subtotal B2

1
Any fee indicated as Other shall be fully described with the services that will be provided and with an
explanation of the cost/multiplier, if any.
2
The assumption of four portfolios is used for evaluation purposes only and is not intended to guarantee an
actual level of activity or volume of transactions for this contract.
Page 2 of 4

3. Reporting Package (if any)
$___________ Year 1
$___________ Year 2
$___________ Year 3
$___________ Year 4
$___________ Year 5

___________ Subtotal B3

4. Other (Please describe, if any)
$___________ Year 1
$___________ Year 2
$___________ Year 3
$___________ Year 4
$___________ Year 5

$___________ Subtotal B4

TOTAL ANNUAL FEES
(Total of Subtotals B1 B4)$___________

______________________________________________________________________

C. Per Item Fees


1. Receipt of Securities (Purchase) - (Assume 500 investment transactions
3
per year,
based on the average number of investments processed over the past 3 years.)
(per transaction)
$___________ x 500 = $___________ Year 1
$___________ x 500 = $___________ Year 2
$___________ x 500 = $___________ Year 3
$___________ x 500 = $___________ Year 4
$___________ x 500 = $___________ Year 5

___________ Subtotal C1

3
The assumption of 500 investment transactions portfolios is used for evaluation purposes only and is not
intended to guarantee an actual level of activity or volume of transactions for this contract.

Page 3 of 4


2. Redemption of Securities (Maturity)
(per transaction)
$___________ x 500 = $___________ Year 1
$___________ x 500 = $___________ Year 2
$___________ x 500 = $___________ Year 3
$___________ x 500 = $___________ Year 4
$___________ x 500 = $___________ Year 5

___________ Subtotal C2

3. Receipt of Collateral
(per transaction)
$___________ x 500 = $___________ Year 1
$___________ x 500 = $___________ Year 2
$___________ x 500 = $___________ Year 3
$___________ x 500 = $___________ Year 4
$___________ x 500 = $___________ Year 5

___________ Subtotal C3

4. Return of Collateral
(per transaction)
$___________ x 500 = $___________ Year 1
$___________ x 500 = $___________ Year 2
$___________ x 500 = $___________ Year 3
$___________ x 500 = $___________ Year 4
$___________ x 500 = $___________ Year 5

___________ Subtotal C4


5. Wire Transfer
(per transfer)
$___________ x 500 = $___________ Year 1
$___________ x 500 = $___________ Year 2
$___________ x 500 = $___________ Year 3
$___________ x 500 = $___________ Year 4
$___________ x 500 = $___________ Year 5

___________ Subtotal C5
Page 4 of 4


6. Other (Please describe, if any)
$___________ x _____ = $___________ Year 1
$___________ x _____= $___________ Year 2
$___________ x _____ = $___________ Year 3
$___________ x _____ = $___________ Year 4
$___________ x _____ = $___________ Year 5

___________ Subtotal C6

TOTAL PER ITEM FEES
(Total of Subtotals C1 C6) $____________

TOTAL FEES FOR PROPOSAL (TOTAL
ONE TIME FEES + TOTAL ANNUAL FEES +
TOTAL PER ITEM FEES) $________________





The Signatory to this document must be authorized to bind the proposing firm contractually.

____________
Print name Signature Date









ATTACHMENT 2

Securities held as of September 30, 2012

Page 1 of 5
Fund Security Description / Maturity Date
Yield to
Maturity (%) Cost Par
BP - Construction Series I INGFDG (ING US Funding LLC) 0.00 10/15/12 0.3704 49,951,333.33 $ 50,000,000.00 $
BP - Construction Series I Bank Nova Sco NY CP 0.00 10/01/12 0.1826 49,979,500.00 50,000,000.00
BP - Construction Series I INGFDG (ING US Funding LLC) 0.00 11/02/12 0.2292 24,989,641.75 25,000,000.00
BP - Construction Series I GECC (Gen Elec Cap Corp) CP 0.00 11/20/12 0.1420 8,297,320.94 8,300,000.00
BP - Construction Series I GECC (Gen Elec Cap Corp) CP 0.00 11/20/12 0.1506 12,795,723.14 12,800,000.00
BP - Construction Series I INGFDG (ING US Funding LLC) 0.00 11/09/12 0.1724 9,997,166.67 10,000,000.00
BP - Construction Series I FHLMC Discount Note 0.00 12/03/12 0.1217 4,994,717.69 4,996,000.00
BP - Construction Series I FNMA Discount Note 0.00 12/04/12 0.1116 14,996,425.00 15,000,000.00
BP - Construction Series I FNMA Discount Note 0.00 12/04/12 0.1116 14,996,425.00 15,000,000.00
190,998,253.52 $ 191,096,000.00 $
Reserve Maintenance FHLB Template 4.50 11/15/12 0.1697 3,064,899.00 $ 3,000,000.00 $
Reserve Maintenance INGFDG (ING US Funding LLC) 0.00 10/04/12 0.2445 5,997,148.17 6,000,000.00
Reserve Maintenance Bank Nova Sco NY CP 0.00 10/04/12 0.1471 3,799,005.14 3,800,000.00
Reserve Maintenance BFPP (Brown-Forman Corp) CP 0.00 10/26/12 0.1572 6,998,312.22 7,000,000.00
Reserve Maintenance Bank Nova Sco NY CP 0.00 11/08/12 0.1349 5,448,731.51 5,450,000.00
25,308,096.04 $ 25,250,000.00 $
Retirement Pension Accrual FHLB 0.20 12/13/12 0.1740 3,958,396.91 $ 3,955,000.00 $
Retirement Pension Accrual FHLMC Discount Note 0.00 12/13/12 0.1421 2,177,076.43 2,179,000.00
Retirement Pension Accrual FHLMC Discount Note 0.00 11/26/12 0.1522 2,303,280.85 2,305,000.00
Retirement Pension Accrual FHLMC 0.515 11/26/12 0.1632 3,907,048.71 3,900,000.00
Retirement Pension Accrual GECC (Gen Elec Cap Corp) CP 0.00 12/13/12 0.3020 2,296,825.84 2,300,000.00
Retirement Pension Accrual GECC (Gen Elec Cap Corp) CP 0.00 12/13/12 0.2310 2,298,036.95 2,300,000.00
Retirement Pension Accrual FHLMC Discount Note 0.00 12/13/12 0.1217 2,299,202.67 2,300,000.00
Retirement Pension Accrual FHLB Discount Note 0.00 12/13/12 0.0710 2,199,674.89 2,200,000.00
21,439,543.25 $ 21,439,000.00 $
Public Liability Claims RABUSA (Rabobank USA Fin) CP 0.00 12/07/12 0.4267 8,382,458.00 $ 8,400,000.00 $
8,382,458.00 $ 8,400,000.00 $
Other Authority Projects Bank Nova Sco NY CP 0.00 10/02/12 0.1470 4,998,771.55 $ 5,000,000.00 $
Other Authority Projects Bank Nova Sco NY CP 0.00 10/09/12 0.1298 6,999,303.11 7,000,000.00
11,998,074.66 $ 12,000,000.00 $
Securities Held by Portfolio
New York State Thruway Authority
As of September 30, 2012
Page 2 of 5
Fund Security Description / Maturity Date
Yield to
Maturity (%) Cost Par
Securities Held by Portfolio
New York State Thruway Authority
As of September 30, 2012
General Reserve INGFDG (ING US Funding LLC) 0.00 10/03/12 0.2029 3,098,570.56 $ 3,100,000.00 $
General Reserve GECC (Gen Elec Cap Corp) CP 0.00 11/06/12 0.1608 9,996,697.90 10,000,000.00
General Reserve Bank Nova Sco NY CP 0.00 10/16/12 0.1450 6,998,999.00 7,000,000.00
General Reserve INGFDG (ING US Funding LLC) 0.00 12/12/12 0.2866 2,998,046.04 3,000,000.00
23,092,313.50 $ 23,100,000.00 $
Revenue Fund FHLMC Discount Note 0.00 11/27/12 0.1268 2,320,290.81 $ 2,321,000.00 $
Revenue Fund FHLMC 1.10 12/27/12 0.1420 4,999,601.85 4,974,000.00
7,319,892.66 $ 7,295,000.00 $
E-ZPass Fund (Revenue) FHLB 0.22 04/23/13 0.2230 8,999,730.00 9,000,000.00
E-ZPass Fund (Revenue) FNMA 4.375 03/15/13 0.2137 10,418,430.53 10,000,000.00
E-ZPass Fund (Revenue) FFCB 1.75 02/21/13 0.2067 10,158,524.44 10,000,000.00
29,576,684.97 $ 29,000,000.00 $
GRAND TOTAL THRUWAY PORTFOLIO 318,115,316.60 $ 317,580,000.00 $
Page 3 of 5
Fund Security Description / Maturity Date
Yield to
Maturity (%) Cost Par
Securities Held by Portfolio
New York State Thruway Authority
As of September 30, 2012
Trust Fund Proceeds Fund Treasury Bill 0.00 10/18/12 0.1471 99,915,416.68 $ 100,000,000.00 $
Trust Fund Proceeds Fund FHLMC Discount Note 0.00 10/25/12 0.1522 49,954,791.65 50,000,000.00
Trust Fund Proceeds Fund FNMA Discount Note 0.00 01/04/13 0.1929 60,707,584.00 60,800,000.00
Trust Fund Proceeds Fund INGFDG (ING US Funding LLC) 0.00 10/25/12 0.3552 15,792,861.52 15,807,000.00
Trust Fund Proceeds Fund FHLB Discount Note 0.00 10/25/12 0.0710 117,678,304.24 117,687,000.00
TOTAL TRUST FUND PROCEEDS PORTFOLIO 344,048,958.09 $ 344,294,000.00 $
Page 4 of 5
Fund Security Description / Maturity Date
Yield to
Maturity (%) Cost Par
Securities Held by Portfolio
New York State Thruway Authority
As of September 30, 2012
PIT Administrative Fund INGFDG (ING US Funding LLC) 0.00 11/08/12 0.2028 209,926.50 $ 210,000.00 $
209,926.50 $ 210,000.00 $
PIT Bond Proceeds Fund INGFDG (ING US Funding LLC) 0.00 12/28/12 0.4620 19,971,436.11 $ 20,000,000.00 $
PIT Bond Proceeds Fund Bank of Nova Sco NY CP 0.00 12/12/12 0.1369 49,981,812.50 50,000,000.00
PIT Bond Proceeds Fund Bank of Nova Sco NY CP 0.00 12/12/12 0.1369 7,887,130.01 7,890,000.00
PIT Bond Proceeds Fund INGFDG (ING US Funding LLC) 0.00 02/01/13 0.5589 4,988,694.44 5,000,000.00
PIT Bond Proceeds Fund INGFDG (ING US Funding LLC) 0.00 11/08/12 0.2028 14,994,750.00 15,000,000.00
PIT Bond Proceeds Fund RABUSA (Rabobank USA Fin) CP 0.00 12/11/12 0.2435 49,968,000.00 50,000,000.00
PIT Bond Proceeds Fund RABUSA (Rabobank USA Fin) CP 0.00 12/11/12 0.2435 49,968,000.00 50,000,000.00
PIT Bond Proceeds Fund NORDNA (Nordea North Am) CP 0.00 12/14/12 0.2029 49,972,500.00 50,000,000.00
PIT Bond Proceeds Fund NORDNA (Nordea North Am) CP 0.00 12/14/12 0.2029 24,986,250.00 25,000,000.00
PIT Bond Proceeds Fund INGFDG (ING US Funding LLC) 0.00 06/03/13 0.8047 27,070,650.40 27,232,000.00
PIT Bond Proceeds Fund FHLB Discount Note 0.00 12/21/12 0.1014 24,992,638.89 25,000,000.00
PIT Bond Proceeds Fund FHLB Discount Note 0.00 12/12/12 0.0913 2,487,396.66 2,488,000.00
PIT Bond Proceeds Fund INGFDG (ING US Funding LLC) 0.00 11/01/12 0.1775 3,499,285.42 3,500,000.00
PIT Bond Proceeds Fund Bank Nova Sco NY CP 0.00 11/08/12 0.1369 11,497,886.88 11,500,000.00
PIT Bond Proceeds Fund FNMA Discount Note 0.00 11/08/12 0.0760 5,199,469.17 5,200,000.00
PIT Bond Proceeds Fund Treasury Bill 0.00 11/08/12 0.0608 8,524,303.79 8,525,000.00
PIT Bond Proceeds Fund Bank Nova Sco NY CP 0.00 10/11/12 0.1242 39,997,958.33 40,000,000.00
PIT Bond Proceeds Fund MOTIVA (Motiva Enterp) CP 0.00 10/09/12 0.1724 4,999,716.67 5,000,000.00
PIT Bond Proceeds Fund Bank Nova Sco NY CP 0.00 12/21/12 0.1430 5,413,197.26 5,415,000.00
406,401,076.53 $ 406,750,000.00 $
TOTAL PIT PROGRAM PORTFOLIO 406,611,003.03 $ 406,960,000.00 $
Page 5 of 5
Fund Security Description / Maturity Date
Yield to
Maturity (%) Cost Par
Securities Held by Portfolio
New York State Thruway Authority
As of September 30, 2012
CHIPS Administrative Fund (No investments) - $ - $
TOTAL CHIPS PROGRAM PORTFOLIO - $ - $
GRAND TOTAL ALL PORTFOLIOS 1,068,775,277.72 $ 1,068,834,000.00 $
Note: The above list does not include Debt Service Funds which are handled under a separate agreement with the Trustee.

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