March 19, 2014

REQUEST FOR PROPOSALS FOR TRUSTEE AND RELATED SERVICES INTRODUCTION The Metropolitan Transportation Authority (“MTA”), hereby solicits proposals from firms to offer trustee and related services, including escrow agent, registrar, paying agent and tender agent services, and, as such, to establish funds and accounts for revenues and debt service in connection with the establishment of a new credit secured principally with New York State Regional Payroll Mobility Tax revenues that are dedicated to MTA. Through this RFP, the Authority expects to appoint a Trustee for a new bond resolution, including a subordinate resolution. In MTA’s sole discretion, the Trustee under the subordinate resolution may or may not be the same as the Trustee on the senior resolution. In order to be considered, a firm must: i) be a bank or trust company organized under the laws of New York State or, if organized under the laws of another state, authorized to do business in the State of New York, or a national banking association; ii) have a substantial corporate trust operation in the City of New York; iii) provide the services to MTA from a location within New York City; and iv) meet all thresholds for being well capitalized or adequately capitalized under the prompt corrective action framework applicable to insured depositary institutions under Section 38 of the Federal Deposit Insurance Act as in effect from time to time and further, must meet a minimum Common Equity Tier 1 Capital of at least $10 billion. The MTA expects to issue (1) tax-exempt and taxable and (2) fixed and variable rate debt and to use the services of The Depository Trust Company for the issuance of bonds. Pursuant to this RFP, MTA expects to appoint the Trustee assignment in accordance with the resolutions to a single firm upon the approval of the resolutions by the New York State Capital Program Review Board (“CPRB”). MTA cannot predict whether the CPRB will approve the resolutions. MTA expects that the firm(s) awarded the role of Trustee will review and comment on the resolutions prior to submission to CPRB. Such review will not be compensated and a formal appointment for Trustee will only occur if CPRB approval is granted. Copies of the current drafts of the sections of the resolutions applicable directly to the trustee or senior lien trustee and/or subordinate lien trustee are attached as Exhibit A and Exhibit B respectively.

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BACKGROUND The MTA, a New York public authority and public benefit corporation, has the responsibility for developing and implementing a unified mass transportation policy for the Metropolitan Commuter Transportation District consisting of the City of New York and New York State counties of Dutchess, Nassau, Orange, Putnam, Rockland, Suffolk and Westchester. The MTA carries out these responsibilities directly and through its related entities consisting of Triborough Bridge and Tunnel Authority (“TBTA”) and the New York City Transit Authority (“NYCT”) and NYCT”s s subsidiary, the Manhattan and Bronx Surface Transit Operating Authority, and MTA’s subsidiaries consisting of the Staten Island Rapid Transit Operating Authority, The Long Island Rail Road Company, and the Metro-North Commuter Railroad Company. The MTA Entities (“MTA and its affiliates and subsidiaries) are funded from fare and toll revenues, state and local subsidies, federal grants, and concession and other miscellaneous revenues. The MTA intends to establish a new bond credit secured by the New York State Regional Payroll Mobility Tax Revenues, as well as MTA Aid Trust Account funds. Necessary approvals from the State Capital Program Review Board (“CPRB”) and then the MTA Board are required before any bond issuance. SCOPE OF SERVICES The selected firm will be required to provide the services assigned from time to time, including those listed below. The MTA may terminate the services of any selected firm at any time as provided by the applicable bond resolution. It is expected that each issue of obligations will be book-entry only and deposited with the Depository Trust Company (DTC), but the MTA reserves the right to deliver bonds or use another securities depository.

A. Trustee Initial Responsibilities: 1. Review and comment on the draft resolution and related documents that affect the Trustee. 2. Upon each bond issuance, receive and apply the proceeds in accordance with the provisions of the applicable bond resolution or trust agreement. 3. Establish the MTA’s related funds and accounts on direction by MTA. 4. Attend document meetings and closings as requested by the MTA. Ongoing Responsibilities: 1. Maintain, monitor and administer the applicable trust accounts of the MTA in accordance with the specific bond resolution and MTA’s current Investment Guidelines.

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2. Provide monthly statements of fund and account activity to the MTA, and others as needed at the direction of the MTA. 3. Provide daily cash and any investment activity by MTA or its investment advisor(s) in an electronic format. 4. Provide information to the MTA’s auditors and consultants, as requested by MTA. 5. Perform compliance reporting. 6. Preserve and service any collateral or security interest. 7. Make payments and transfers as directed by the MTA. 8. Establish new accounts or subaccounts as required. 9. Review closing documents and attend closings. B. Escrow Agent 1. Maintain and administer the escrow funds of the MTA in accordance with escrow agreements. 2. Provide monthly statements of fund and account activity to the MTA. 3. Establish and maintain new accounts as required. 4. Upon the direction of the MTA, release funds, reinvest earnings and otherwise cooperate in the restructuring of escrows, in each case to the extent permitted by the terms of the related documents. C. Registrar 1. Maintain and keep books for the registration and transfer of registered bonds. 2. Act as the MTA’s agent in the registration, transfer or exchange of bonds. 3. Issue and authenticate new bonds in the event of transfer or exchange. 4. Maintain all bondholder accounts with continuous proof of principal outstanding. 5. Maintain existing and establish new bondholder accounts.

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6. Perform administrative functions relating to special transfers, processing changes to bondholder records, obtaining taxpayer identification numbers, and performing all other related activities. 7. Provide a toll free number for bondholder inquiries. D. Paying Agent 1. Issue payment of principal and interest, when due, for all outstanding indebtedness issued in accordance with the resolution. 2. Investigate and appropriately resolve bondholder claims for non-payment. 3. Provide a toll free number for bondholder inquiries. 4. Act as Issuing and Paying Agent in connection with any commercial paper or other variable rate instrument issued under the applicable new resolutions. E. Tender Agent 1. Act as tender agent for any variable rate bonds. 2. Provide a toll free number for bondholder inquiries. In each of the foregoing capacities, the selected firm will maintain arrangements with any securities depositories selected by the MTA for book-entry bonds and comply with such arrangements in performing its duties under the bond resolution(s). CONTENTS OF PROPOSAL The following is a listing of the information to be provided by the Proposers. A submission that does not include all the information required below may be rejected in MTA’s sole discretion. Please provide the information in the same order using corresponding numbers as presented. Proposers are requested to keep a submission to the shortest length possible consistent with addressing each information request completely. The submission should not exceed 15 pages including the cover letter, except as otherwise specified. A. Qualifications In order to be considered, a firm must: i) be a bank or trust company organized under the laws of New York State or, if organized under the laws of another state, authorized to do business in the State of New York, or a national banking association; ii) have a substantial corporate trust operation in the City of New York; iii) provide the services to MTA from a location within New York City; and iv) meet all thresholds for being well capitalized or adequately capitalized under the prompt corrective action framework applicable to insured depositary institutions under

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Section 38 of the Federal Deposit Insurance Act as in effect from time to time and have Common Equity Tier 1 Capital of at least $10 billion. Please provide the following information: 1. State whether your firm a. Is a bank or trust company organized under the laws of New York State or, if organized under the laws of another state, authorized to do business in the State of New York, or a national banking association. b. Has a substantial corporate trust operation in the City of New York; c. Will provide the services to MTA from a location within New York City. Specify the address(es) for the applicable location(s). d. Meets all thresholds for being well capitalized or adequately capitalized under the prompt corrective action framework applicable to insured depositary institutions under Section 38 of the Federal Deposit Insurance Act as in effect from time to time and have Common Equity Tier 1 Capital of at least $10 billion. 2. Please provide the amount of your entity’s Common Equity Tier 1 Capital as of December 31, 2013. 3. Provide a brief description of your firm and its organizational structure, including its related entities; 4. Provide a copy of your most recent annual report. 5. Describe in detail the services you propose to provide to the MTA as Trustee, Paying Agent, Registrar, Escrow Agent and Tender Agent, including your ability to allow the MTA using your licensed or owned software to remotely poll your daily activity reports electronically. 6. Clients: a. List three current clients other than MTA, who have outstanding tax-exempt bonding programs of at least $10 billion. b. For each client,: i) identify in detail the services you provide to the client; ii) unless the client requires confidentiality, specify the name, title, telephone number and email address for the person the MTA may contact to provide first-hand information about your services. Please note: By submitting the above information, you: i) authorize the MTA to request and obtain and use the information obtained, and ii) your firm waives and releases the

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MTA and the client from any liability for MTA’s receipt, possession or use of the information provided by the client. 7. Provide job descriptions and resumes of the senior individual(s) who will be responsible for servicing the MTA’s account on a day-to-day basis, including any experience with the clients referenced above. 8. Provide a description

of the on-line computer network services you have with tax-exempt commercial paper dealers and remarketing agents of variable rate demand obligations. Include discussion of the IT security features and functionalities. 9. Provide sufficient discussion about your experience as Trustee for tax-exempt issuers that have utilized or are currently utilizing derivative products such as interest rate swaps; to demonstrate that you are well qualified to perform the services required by MTA. 10. Indicate the law firm and the name(s) of the attorney(s) which you would expect to use as your counsel in connection with your services to MTA. If you intend to use your internal counsel, please state the name of the attorney who would be assigned. 11. Please review the selection criteria specified below and, to the extent a specific criteria is not addressed in your response to 1 through 10 above, provide a detailed response. 12. Please provide a copy of your firm’s affirmative action plan. B. Fees Please provide a schedule of proposed fees, indicating the fee for each service to be provided. For uniformity of responses, assume annual issuance of 2 transactions summing to $1 billion. In addition, provide a schedule of legal fees and any additional fees for miscellaneous items. C. Litigation/Conflicts of Interest Please complete all attachments as further described below which among other matters are designed to identify any litigation or administrative proceedings to which you are a party and which would either (i) materially impair your ability to perform the services enumerated herein and for which this RFP is beings issued or (ii) if decided in an adverse manner, may materially affect the financial condition of your firm. Please disclose any existing or contemplated relationship(s) with any other person or entity, including relationship(s) with any parent, subsidiary or affiliated firm, that would constitute an actual or potential conflict of interest in connection with your rendering services as Trustee, Registrar, Escrow Agent, Paying Agent or Tender Agent. Proposers are required to complete the forms associated with the foregoing paragraphs. These requirements will not count against the page limit requirements.

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AFFIRMATIVE ACTION/EQUAL EMPLOYMENT OPPORTUNITY PROGRAM A. EEO/Non-Discrimination In connection with this Contract, the Contractor will not discriminate against any employee or applicant for employment for work under this Contract, or any subcontract hereunder, because of race, creed, color, national origin, sex, age, disability or marital status, nor will it discriminate against any person who is qualified and available to perform the work to which the performance relates. The Contractor will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. This Contract is subject to the Affirmative Action/EEO Requirements set forth in Attachment C, Appendix B. B. Affirmative Action/EEO Submission Requirements The successful Contractor will be required to submit an EEO Policy Statement and a copy of their current EEO-1 form, detailing the firm's workforce composition (see Attachment C, Appendix B) within seven (7) calendar days after it receives verbal notification. The Authority’s Procurement Division may extend the deadline for submission of an EEO-1 Form or an EEO Policy Statement. Any requests for an extension must be submitted to the Authority’s Procurement Division for the attention of the Contract Manager. NEW YORK STATE LOBBYING LAW OF 2005 Chapter 1 of the Laws of 2005, as amended by Chapter 596 of the Laws of 2005 (collectively referred to as the “Lobbying Law”), was signed into law by the Governor in August 2005. The Lobbying Law makes major changes to the Legislative Law and State Finance Law, which regulate lobbying on government procurement initiatives. In particular, the Lobbying Law creates two new sections in the State Finance Law: Section 139-j to address restrictions on “contacts” during the procurement process; and Section 139-k to address the disclosure of contacts and the responsibility of bidders and proposers during procurements. These sections are effective as of January 1, 2006. If it is found that an Offerer has knowingly and willfully violated State Finance Law Section 139-j (3), the Offerer and any of its subsidiaries, related or successor entity will be determined to be a non-responsible bidder and shall not be awarded the contract. A subsequent finding of nonresponsibility by the vendor or contractor within four years of a prior determination of nonresponsibility results in the Vendor or Contractor being ineligible to submit a proposal on or be awarded any procurement contract for four years from the date of the second finding of nonresponsibility. See State Finance Law Section 139-j (10) (b). Attachment F, Compliance with New York State Finance Law Sections 139-j and 139-k, is attached and made part of this RFP in compliance with the Lobbying Law. In complying with the Lobbying Law, Proposers are required to complete and submit with their proposal the two

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forms (Form 1 and Form 2) attached to Attachment F herewith. For additional information regarding the Lobbying Law, all Proposers are urged to contact the New York State Office of General Services at (518) 474-5607, or access their website: http://www.ogs.ny.gov/aboutOgs/regulations/defaultSFL_139j-k.asp.

METROPOLITAN TRANSPORTATION AUTHORITY VENDOR CODE OF ETHICS The Metropolitan Transportation Authority has adopted a Vendor Code of Ethics (the “Code”), which is applicable to all Vendors, as defined by the Code, involved in the procurement process for the award and performance of the Contract. The Code is available for immediate review by the Proposer on the MTA Website at www.mta.info/mta/procurement/vendor-code.htm, and all Proposers must certify compliance with the Code (See Attachment G to this RFP). CONTRACTOR RESPONSIBILITY DATA FORM Proposers are required to complete the attached Responsibility Data Form (see Attachment B to this RFP). IMPLEMENTATION OF OMNIBUS PROCUREMENT ACT Proposers are advised that an awarded contract is subject to the provisions of the Omnibus Procurement Act of 1992, Chapter 844, Laws of 1992 (see Attachment D to this RFP). IRAN DIVESTMENT ACT This Agreement is subject to New York State Finance Law 165-a, Iran Divestment Act of 2012 which requires the Office of General Services to post on its web site (http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf) a list of persons who have been determined to engage in investment activities in Iran. The Authority may not enter into or award a Contract unless it obtains certification from a Proposer that they are not on the list. Certification must be returned with proposal documents, (See Attachment H to this RFP). PROPOSAL SUBMISSION The Technical Proposal must be a separate document from the Fee Proposal, and the copies of each proposal must be separately bound and labeled (as Technical or as Fee Proposals). The electronic copies in pdf format of the technical proposal and the cost proposal must be separately labeled. Responses, excluding the above listed attachments and the cover letter described below, should not exceed 10 pages on letter sized paper with 1” margins and not less than 12 point font.

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A. Cover Letter A cover letter, which shall be considered an integral part of the proposal, shall be signed by the individual or individuals authorized to bind the Proposer contractually. The letter shall also contain the following: 1. A statement to the effect that the price terms quoted in the proposal are an irrevocable offer for 90 days after the submission deadline. 2. Name, telephone number and email address of the official within the firm who will be the MTA’s primary contact: i) during the RFP process; and ii) during contract performance if the contract is awarded to your firm. 3. Certification that your proposed services as Trustee, Registrar, Escrow Agent, Issuing and Paying Agent or Tender Agent will not create any conflict of interest. 4. A statement that, in connection with your firm’s services to MTA, your firm will allow the establishment of trustee accounts at other financial institutions which meet the requirements of a trustee under the applicable bond resolution(s). B. Submission Address and Number of Copies Please email your response to [email protected] . Also submit six (6) copies of your response by mail or overnight delivery to: Metropolitan Transportation Authority Senior Contracts Specialist 347 Madison Avenue New York, NY 10017-3706 Re: RFP No. 14044 Attn: Yuliana Konovalova

C. Deadline The due date for receipt of proposals is April 4, 2014 at 4:00 PM EST. Proposals received after this deadline will not be considered. The proposal deadline may be extended at MTA’s sole discretion. Faxed proposals will not be accepted.

D. Inquiries and Point of Contact Proposers and any consultants or lobbyists retained by proposers (whether paid or not) are expressly prohibited from contacting MTA employees or Board Members in connection with this RFP, except for contacts with the sole designated Point of Contact. Any prohibited contact may be grounds for elimination from consideration in the selection process.

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The designated Point of Contact for this RFP is Yuliana Konovalova, Senior Contracts Specialist, who can be contacted at [email protected], (646) 376-0076. Technical and procedural questions directed to her concerning this RFP must be in writing. For such questions to be considered they must be received at least seven (7) working days prior to the date designated for submission of proposals. E. Obtaining the RFP document An electronic copy in pdf format of the RFP document will be made available on the MTA website: http://www.mta.info/mta/procurement/procure-mta-current.htm . To request an electronic or a hard copy please call Ms. Tjuana Simpson at 646-376-0074 or email [email protected]. A copy of the RFP may also be picked up in person at the following address between the hours of 9:30 a.m. – 4:30 p.m., Monday through Friday (except holidays). An appointment made in advance with Ms. Simpson for such a pick up is important to assure there is little or no delay at the security desk. The address for picking up a hard copy of the RFP is: MTA Business Service Center 350 West 35th Street (loading dock) New York, NY 10001 EVALUATION AND SELECTION Selection will be made on the basis of the criteria listed below and such other criteria as the MTA considers appropriate. 1. 2. 3. 4. 5.

Qualification and Experience Assistance to MTA Personnel Responsiveness to the RFP Compensation

30% 10% 20% 20% 20%

Total

100%

A. Qualification and Experience The quality and depth of the Proposer’s prior experience, expertise and capability in providing the same or comparable services to similar clients. The Proposer’s Common Equity Tier 1 Capital and capital adequacy will be considered. The MTA will give particular attention to Proposers that have significant experience with very large and complicated financing programs. Prior experience will include any history in a similar capacity with the MTA or any of its subsidiaries or affiliates.

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B. Assistance to MTA The Proposer’s demonstration that it understands the structure of the new credit as well as the administrative issues connected with Trustee services for the MTA Entities and the potential impact on the operating cash flow process of the MTA Entities. C. Personnel The prior related experience of the Proposer’s proposed lead project team and commitment of significant resources with appropriate expertise to fulfill all responsibilities and to provide exemplary fiduciary services. D. Responsiveness to the RFP Cohesiveness, conciseness, clarity and readability of the Proposal will be considered in making a determination. E. Compensation The nature and amount of the fees and other charges for services to be rendered. While compensation is only one of several selection criteria, this work will be awarded only to a firm whose compensation as proposed or negotiated is considered by MTA to be fair and reasonable. PROPOSED SCHEDULE The estimated schedule for selection is as follows: 1. 2. 3. 3.

Release RFP……………………………….. Submission Due Date……………………… Selection Date……………………………... Appointment of Trustee(s)…………………

March 20, 2014 April 4, 2014, 4:00 PM EST April 23, 2014 Upon approval by the CPRB and the MTA Board, date uncertain. Firms submitting proposals will be notified of changes, in any, to the schedule. The Proposer and its counsel must be available and prepared to work with the MTA’s financing team immediately upon selection. ADDITIONAL INFORMATION A. Proposal Acceptance This RFP does not commit the MTA to pay any costs incurred in the preparation of a proposal or to award a contract. The MTA reserves the right, in its sole and absolute discretion, to accept or reject any or all responses as a result of this RFP, to negotiate with any or all Proposers or to

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cancel this RFP in whole or part. Except as may be otherwise modified through negotiations, a firm selected for appointment will be obligated to perform its services in accordance with the resolution and the firm’s proposal. Contract award(s) are subject to the approval of the MTA Board and an awarded firm’s execution of the proposed contract and compliance with all applicable submission requirements. MTA reserves the right to waive any informality or irregularity in any proposal. B. Costs All proposals submitted are at the sole cost of the Proposer. C. Oral Interviews In MTA’s discretion a proposer may be required to participate in an oral interview and to submit additional information, and price, technical or other revisions to its Proposal. ATTACHMENTS (following Exhibits A and B) Attachment A: intentionally omitted Attachment B: Contractor Responsibility Data Attachment C: Appendix A – Compensation Provisions Appendix B – Affirmative Action/ EEO Provisions Appendix C – Guidelines for Contractors Attachment D: Omnibus Procurement Act Clauses Attachment E: Prompt Payment Guidelines Letter Attachment F: NYS Lobbying Law Attachment G: Proposer’s Certification of Compliance with MTA Vendor Code of Ethics Attachment H: Iran Divestment Act

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EXHIBIT A MTA STANDARD RESOLUTION PROVISIONS ARTICLE A-VII TRUSTEE

CONCERNING THE TRUSTEE, PAYING AGENTS AND THE REGISTRAR Trustee; Appointment and Acceptance of Duties. On or prior to the delivery of any Obligations, the Issuer shall appoint a Trustee. The Trustee shall signify its acceptance of the duties and obligations imposed upon it by the Resolution by executing and delivering to the Issuer a written acceptance thereof Section A-702. Duties, Liabilities and Rights of the Trustee. Prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee has written notice or actual knowledge, and after the curing or waiver of any Event of Default which may have occurred: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in the Resolution, and no implied covenants or obligations shall be read into the Resolution against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of the Resolution; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee is under a duty to examine same to determine whether or not they conform to the requirements of the Resolution. In case an Event of Default of which a Responsible Officer of the Trustee has written notice or actual knowledge has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Resolution, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use in the conduct of such Person’s own affairs. No provision of the Resolution shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: this subsection (c) shall not be construed to limit the effect of subsection (a) of this Section A-702; the Trustee is not and shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it is proven that the Trustee was negligent in ascertaining the pertinent facts;

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the Trustee is not and shall not be liable with respect to any action taken or omitted to be taken by it in good faith (i) in accordance with the direction of the Owners of the applicable percentage of Obligations then Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or (ii) which it believes to be authorized or within its rights or powers under the Resolution; no provision of the Resolution shall require the Trustee to expend or risk its own funds or otherwise incur any personal or financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, for which it has not received a satisfactory indemnity; the Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person and shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit; the Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Trustee shall have received written notice from an Owner or the Issuer or have actual knowledge; provided that the Trustee shall be deemed to have actual knowledge of any failure to pay principal or Redemption Price of or interest on Obligations when due; the Trustee shall not be under any obligation, to take any action that is discretionary hereunder; neither the Trustee nor any of its directors officers, employees or agents shall be personally liable for any action taken, suffered or omitted by the Trustee in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon the Trustee by the Resolution; the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians, or nominees and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodians or nominees appointed with due care by it hereunder; and the Trustee may request that the Issuer deliver a certificate of an Authorized Officer setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant hereto, which certificate may be signed by any Person authorized to sign such a certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. Whether or not expressly so provided, every provision of the Resolution relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to the provisions of this Section A-702.

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In the event that the Trustee is also acting as Paying Agent or Registrar hereunder, the rights and protections afforded to the Trustee pursuant to this Article A-V II shall also be afforded to the Paying Agent and Registrar. Paying Agents and Registrars; Appointment and Acceptance of Duties. The Trustee is hereby appointed the Registrar and a Paying Agent with respect to the Obligations. The Issuer may at any time or from time to time appoint one or more other Paying Agents and Registrars in the manner and subject to the conditions set forth in Section A-713 for the appointment of a successor Paying Agent or Registrar. The Issuer may be appointed a Paying Agent or Registrar. Each Paying Agent and Registrar other than the Trustee shall signify its acceptance of the duties and obligations imposed upon it by the Resolution by executing and delivering to the Issuer and to the Trustee a written acceptance thereof. Responsibilities of Fiduciaries. The recitals of fact contained in the Resolution and in the Obligations shall be taken as the statements of the Issuer and no Fiduciary assumes any responsibility for the correctness of the same. No Fiduciary makes any representations as to the validity or sufficiency of the Resolution or of any Obligations issued thereunder or in respect of the security afforded by the Resolution, and no Fiduciary shall incur any liability in respect thereof. No Fiduciary shall be under any responsibility or duty with respect to the issuance of the Obligations for value or the application of the proceeds thereof or the application of any money paid to the Issuer. No Fiduciary shall be under any responsibility or duty with respect to the application of any money paid to any other Fiduciary. No Fiduciary shall be liable in connection with the performance of its duties under the Resolution, or for any losses, fees, taxes or other charges incurred upon the purchase or sale or redemption of any securities purchased for or held in any Fund under the Resolution, including any losses incurred by reason of having to sell securities prior to their maturity date, except in each case for its own willful misconduct, negligent action or negligent failure to act. Evidence on Which Fiduciaries May Act. Each Fiduciary shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond, or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. Each Fiduciary may consult with counsel of its selection, who may or may not be counsel to the Issuer, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted to be taken or suffered by it under the Resolution in good faith and in accordance therewith. Whenever any Fiduciary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under the Resolution, such matter (unless other evidence in respect thereof be therein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of an Authorized Officer, and such certificate shall be full warrant for any action taken or suffered in good faith under the provisions of the Resolution; but Page 15 of 27

in its discretion the Fiduciary may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. Except as otherwise expressly provided in the Resolution, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof by the Issuer to any Fiduciary shall be sufficiently executed if executed in the name of the Issuer by an Authorized Officer. Compensation. The Issuer shall pay to each Fiduciary from time to time such compensation as shall be agreed to in writing between the Fiduciary and the Issuer for all services rendered under the Resolution (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys, agents, and employees, incurred in and about the performance of their powers and duties under the Resolution. To the extent permitted by law, the Issuer further agrees to indemnify and save each Fiduciary and its officers, directors, agents, and employees harmless :against any and all liabilities, losses, damages, claims or expenses which it may incur in the acceptance, exercise and performance of its powers and duties hereunder and which are not due to its willful misconduct, negligence or bad faith. The obligations of this Section A-706 shall survive the discharge of the Resolution. No obligation of the Issuer to make any payment to any fiduciary shall have the benefit of any lien on or pledge or assignment of the Trust Estate. A Fiduciary shall notify the Issuer promptly of any claim for which it may seek indemnity. The Issuer shall defend the claim and the Trustee shall cooperate in the defense. The Fiduciary may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. Certain Permitted Acts. Any Fiduciary may become the owner of any Obligations or any other obligations of the Issuer, with the same rights it would have if it were not a Fiduciary. To the extent permitted by law and pursuant to the Resolution, any Fiduciary may act as depository for, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Owners of Obligations or the holders of any other obligations of the Issuer or to effect or aid in any reorganization growing out of the enforcement of the Obligations or any other obligations the Issuer or the Resolution, whether or not any such committee shall represent the Owners of a majority in principal amount of the Obligations then Outstanding. Resignation of Trustee. The Trustee may at any time resign and be discharged of the duties and obligations created by the Resolution by giving not less than 60 days’ written notice to the Issuer and mailing notice thereof to the Owners of the Obligations, specifying the date when such resignation shall take effect, at least 45 days prior to the effective date, provided that such resignation shall take effect upon the later of (i) the day specified in such notice and (ii) the day a Page 16 of 27

successor shall have been appointed by the Issuer or the Owners of Obligations as provided in Section A-710 and shall have qualified therefor. Removal of Trustee. The Trustee may be removed at any time by an instrument or concurrent instruments in writing, filed with the Trustee, and signed by the Owners of a majority in principal amount of the Obligations then Outstanding or their attorneys-in-fact duly authorized, excluding any Obligations held by or for the account of the Issuer or any Related Entity. In addition, so long as no Event of Default shall have occurred and be continuing hereunder and the Trustee is not pursuing any right or remedy available to it pursuant to the Resolution, the Trustee may be removed by the Issuer at any time for failure to provide reasonably acceptable services, failure to charge reasonably acceptable fees or any other reasonable cause, all as determined by a certificate of an Authorized Officer filed with the Trustee. Any such removal shall not be effective until a successor shall have been appointed by the Issuer or the Owners of Obligations as provided in Section A-710 and shall have qualified therefor. Appointment of Successor Trustee. In case at any time the Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee, or of its property, shall be appointed, or if any public officer shall take charge or control of the Trustee, or of its property or affairs, a successor may be appointed by the Owners of a majority in principal amount of the Obligations then Outstanding, excluding any Obligations held by or for the account of the Issuer, by an instrument or concurrent instruments in writing signed and acknowledged by such Owners of Obligations or by their attorneys-in-fact duly authorized and delivered to such successor Trustee, notification thereof being given to the Issuer and the predecessor Trustee; provided, nevertheless, that unless a successor Trustee shall have been appointed by the Owners of Obligations as aforesaid, the Issuer by a duly executed written instrument signed by an Authorized Officer of the Issuer shall therewith appoint a Trustee to fill such vacancy until a successor Trustee shall be appointed by the Owners of Obligations as authorized in this Section A-710. The Issuer shall mail notice of any such appointment made by it to all Owners within 20 days after such appointment. Any successor Trustee appointed by the Issuer shall, immediately and without further act, be superseded by a Trustee appointed by the Owners of Obligations. If in a proper case no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within 45 days after the Trustee shall have given to the Issuer written notice as provided in Section A-708 or after a vacancy in the office of the Trustee shall have occurred by reason of its inability to act, the Trustee or the Owner of any Obligation may, at the expense of the Issuer, apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. Any Trustee appointed under the provisions of this Section A-710 in succession to the Trustee shall be a Bank that is organized under the laws of the State, or, if organized under the laws of another state, authorized to do business in the State of New York, or is a national

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banking association organized under the laws of the United States of America, doing business and having a corporate trust office in The City of New York, and which at the time of selection meets all thresholds for being well capitalized or adequately capitalized under the prompt corrective action framework applicable to insured depositary institutions under Section 38 of the Federal Deposit Insurance Act as in effect from time to time or all thresholds for substantially equivalent categories in any successor legislation, if there be such a Bank willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by the Resolution. Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under the resolution shall execute, acknowledge and deliver to its predecessor Trustee, and also to the Issuer, an instrument accepting such appointment, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all money, estates, properties, rights, powers, duties and obligations of such predecessor Trustee, with like effect as if originally named as Trustee; but the Trustee ceasing to act shall nevertheless, on the written request of the Issuer, or of the successor Trustee, and, upon the payment of all of its charges hereunder, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all the right, title and interest of the predecessor Trustee in and to any property held by it under the Resolution, and shall pay over, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Should any deed, conveyance or instrument in writing from the Issuer be required by such successor Trustee for more fully and certainly vesting in and confirming to such successor Trustee any such estates, rights, powers and duties, any and all such deeds, conveyances and instruments in writing shall, on request, and so far as may be authorized by law, be executed, acknowledged and delivered by the Issuer. Any successor Trustee shall promptly notify the Registrar and the Paying Agents of its appointment as Trustee. Merger or Consolidation. Any Person into which any Fiduciary may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which any Fiduciary may sell or transfer all or substantially all of its municipal corporate trust business, provided such Person shall be a Bank that is organized under the laws of the State, or, if organized under the laws of another state, authorized to do business in the State of New York, or is a national banking association organized under the laws of the United States of America, doing business and having a corporate trust office in The City of New York, and which at the time of selection meets all thresholds for being well capitalized or adequately capitalized under the prompt corrective action framework applicable to insured depositary institutions under Section 38 of the Federal Deposit Insurance Act as in effect from time to time or all thresholds for substantially equivalent categories in any successor legislation, if there be such a Bank willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by the Resolution.

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Resignation or Removal of Paying Agent or Registrar and Appointment of Successor. Any Paying Agent or Registrar may at any time resign and be discharged of the duties and obligations created by the Resolution by giving at least 60 days’ written notice to the Issuer, the Trustee, and the other Paying Agents or Registrar, as the case may be. Any Paying Agent or Registrar may be removed at any time by an instrument filed with such Paying Agent or Registrar and the Trustee and signed by the Issuer. Any successor Paying Agent or Registrar shall be appointed by the Issuer, with the approval of the Trustee, and (subject to the requirements of Section A-603) shall be a Bank that is organized under the laws of the State, or, if organized under the laws of another state, authorized to do business in the State of New York, or is a national banking association organized under the laws of the United States of America, doing business and having a corporate trust office in The City of New York, and which at the time of selection meets all thresholds for being well capitalized or adequately capitalized under the prompt corrective action framework applicable to insured depositary institutions under Section 38 of the Federal Deposit Insurance Act as in effect from time to time or all thresholds for substantially equivalent categories in any successor legislation, if there be such a Bank willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by the Resolution. In the event of the resignation or removal of any Paying Agent, such Paying Agent shall pay over, assign and deliver any money held by it as Paying Agent to its successor, or if there be no successor, to the Trustee. In the event that for any reason there shall be a vacancy in the office of any Paying Agent, the Trustee shall act as such Paying Agent. In the event of the resignation or removal of any Registrar. such Registrar shall transfer and deliver all records, certificates and documents held by it as Registrar to its successor, or if there be no successor, to the Trustee. In the event that for any reason there shall be a vacancy in the office of any Registrar, the Trustee shall act as such Registrar. Adoption of Authentication. In case any of the Obligations contemplated to be issued under the Resolution shall have been authenticated but not delivered, any successor Trustee may adopt the certificate of authentication of any predecessor Trustee so authenticating such Obligations and deliver the Obligations so authenticated; and in case any of such Obligations shall not have been authenticated, any successor Trustee may authenticate such Obligations in the name of the predecessor Trustee, or in the name of the successor Trustee, and in all such cases such certificate shall have the full force which it is anywhere in said Obligations or in the Resolution provided that the certificate of the Trustee shall have. Continuing Disclosure Agreements. The Trustee shall be entitled to the same rights and the same degree of indemnification in its execution and performance of each continuing disclosure agreement entered into pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 as amended, as it is under the Resolution.

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EXHIBIT B CONCERNING THE SECOND LIEN TRUSTEE, SECOND LIEN PAYING AGENTS AND THE SECOND LIEN REGISTRAR Second Lien Trustee; Appointment and Acceptance of Duties. On or prior to the delivery of any Second Lien Obligations, the Issuer shall appoint a Second Lien Trustee. The Second Lien Trustee shall signify its acceptance of the duties and Second Lien Obligations imposed upon it by the Resolution by executing and delivering to the Issuer a written acceptance thereof. Duties, Liabilities and Rights of the Second Lien Trustee. Prior to the occurrence of a Second Lien Obligations Event of Default of which a Responsible Second Lien Obligation Officer has written notice or actual knowledge, and after the curing or waiver of any Second Lien Obligations Event of Default which may have occurred: (a) the Second Lien Trustee undertakes to perform such duties and only such duties as are specifically set forth in the Resolution, and no implied covenants or Second Lien Obligations shall be read into the Resolution against the Second Lien Trustee; and (b) in the absence of bad faith on its part, the Second Lien Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Second Lien Trustee and conforming to the requirements of the Resolution; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Second Lien Trustee, the Second Lien Trustee is under a duty to examine same to determine whether or not they conform to the requirements of the Resolution. In case a Second Lien Obligations Event of Default of which a Responsible Second Lien Obligation Officer has written notice or actual knowledge has occurred and is continuing, the Second Lien Trustee shall exercise such of the rights and powers vested in it by the Resolution, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use in the conduct of such Person’s own affairs. No provision of the Resolution shall be construed to relieve the Second Lien Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: this subsection 3 shall not be construed to limit the effect of subsection 1 of this Section B-702; the Second Lien Trustee is not and shall not be liable for any error of judgment made in good faith by a Responsible Second Lien Obligation Officer, unless it is proven that the Second Lien Trustee was negligent in ascertaining the pertinent facts;

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the Second Lien Trustee is not and shall not be liable with respect to any action taken or omitted to be taken by it in good faith (i) in accordance with the direction of the Second Lien Owners of the applicable percentage of Second Lien Obligations then Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Second Lien Trustee, or (ii) which it believes to be authorized or within its rights or powers under the Resolution; no provision of the Resolution shall require the Second Lien Trustee to expend or risk its own funds or otherwise incur any personal or financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, for which it has not received a satisfactory indemnity; the Second Lien Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person and shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Second Lien Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit; the Second Lien Trustee shall not be charged with knowledge of a Second Lien Obligations Event of Default unless a Responsible Second Lien Obligation Officer shall have received written notice from a Second Lien Owner or the Issuer or have actual knowledge; provided that the Second Lien Trustee shall be deemed to have actual knowledge of any failure to pay principal or Second Lien Obligation Redemption Price of or interest on Second Lien Obligations when due; the Second Lien Trustee shall not be under any obligation to take any action that is discretionary hereunder; neither the Second Lien Trustee nor any of its directors, officers, employees or agents shall be personally liable for any action taken, suffered or omitted by the Second Lien Trustee in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon the Second Lien Trustee by the Resolution; the Second Lien Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians, or nominees and the Second Lien Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodians or nominees appointed with due care by it hereunder; and the Second Lien Trustee may request that the Issuer deliver a certificate of an Authorized Officer setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant hereto, which certificate may be signed by any Person authorized to sign such a certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.

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Whether or not expressly so provided, every provision of the Resolution relating to the conduct or affecting the liability of or affording protection to the Second Lien Trustee is subject to the provisions of this Section B-702. In the event that the Second Lien Trustee is also acting as Second Lien Paying Agent or Second Lien Registrar hereunder, the rights and protections afforded to the Second Lien Trustee pursuant to this Article B-VII shall also be afforded to the Second Lien Paying Agent and Second Lien Registrar. Second Lien Paying Agents and Second Lien Registrars; Appointment and Acceptance of Duties. The Second Lien Trustee is hereby appointed the Second Lien Registrar and a Second Lien Paying Agent with respect to the Second Lien Obligations. The Issuer may at any time or from time to time appoint one or more other Second Lien Paying Agents and Second Lien Registrars in the manner and subject to the conditions set forth in Section B-713 for the appointment of a successor Second Lien Paying Agent or Second Lien Registrar. The Issuer may be appointed a Second Lien Paying Agent or Second Lien Registrar. Each Second Lien Paying Agent and Second Lien Registrar other than the Second Lien Trustee shall signify its acceptance of the duties and obligations imposed upon it by the Resolution by executing and delivering to the Issuer and to the Second Lien Trustee a written acceptance thereof. Responsibilities of Fiduciaries. The recitals of fact contained in the Resolution and in the Second Lien Obligations shall be taken as the statements of the Issuer and no Fiduciary assumes any responsibility for the correctness of the same. No Fiduciary makes any representations as to the validity or sufficiency of the Resolution or of any Second Lien Obligations issued thereunder or in respect of the security afforded by the Resolution, and no Fiduciary shall incur any liability in respect thereof. No Fiduciary shall be under any responsibility or duty with respect to the issuance of the Second Lien Obligations for value or the application of the proceeds thereof or the application of any money paid to the Issuer. No Fiduciary shall be under any responsibility or duty with respect to the application of any money paid to any other Fiduciary. No Fiduciary shall be liable in connection with the performance of its duties under the Resolution, or for any losses, fees, taxes or other charges incurred upon the purchase or sale or redemption of any securities purchased for or held in any Fund under the Resolution, including any losses incurred by reason of having to sell securities prior to their maturity date, except in each case for its own willful misconduct, negligent action or negligent failure to act. Evidence on Which Fiduciaries May Act. Each Fiduciary shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond, or other paper or document believed by it to be genuine, and to have been signed or presented by the proper party or parties. Each Fiduciary may consult with counsel of its selection, who may or may not be counsel to the Issuer, and the opinion of such counsel shall be full and complete authorization and protection in Page 22 of 27

respect of any action taken, omitted to be taken or suffered by it under the Resolution in good faith and in accordance therewith. Whenever any Fiduciary shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under the Resolution, such matter (unless other evidence in respect thereof be therein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of an Authorized Officer, and such certificate shall be full warrant for any action taken or suffered in good faith under the provisions of the Resolution; but in its discretion the Fiduciary may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable. Except as otherwise expressly provided in the Resolution, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision thereof by the Issuer to any Fiduciary shall be sufficiently executed if executed in the name of the Issuer by an Authorized Officer. Compensation. The Issuer shall pay to each Fiduciary from time to time such compensation as shall be agreed to in writing between the Fiduciary and the Issuer for all services rendered under the Resolution (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys, agents, and employees, incurred in and about the performance of their powers and duties under the Resolution. To the extent permitted by law, the Issuer further agrees to indemnify and save each Fiduciary and its officers, directors, agents, and employees harmless against any and all liabilities, losses, damages, claims or expenses which it may incur in the acceptance, exercise and performance of its powers and duties hereunder and which are not due to its willful misconduct, negligence or bad faith. The obligations of this Section B-706 shall survive the discharge of the Resolution. No obligations of the Issuer to make any payment to any fiduciary shall have the benefit of any lien on or pledge or assignment of the Obligations Trust Estate or the Second Lien Obligations Trust Estate. A Fiduciary shall notify the Issuer promptly of any claim for which it may seek indemnity. The Issuer shall defend the claim and the Second Lien Trustee shall cooperate in the defense. The Fiduciary may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. Certain Permitted Acts. Any Fiduciary may become the owner of any Second Lien Obligations or any other obligations of the Issuer, with the same rights it would have if it were not a Fiduciary. To the extent permitted by law and pursuant to the Resolution, any Fiduciary may act as depository for, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Second Lien Owners or the holders of any other obligations of the Issuer or to effect or aid in any reorganization growing out of the enforcement of the Second Lien Obligations or any other obligations of the Issuer under the

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Resolution, whether or not any such committee shall represent the Second Lien Owners of a majority in principal amount of the Second Lien Obligations then Outstanding. Resignation of Second Lien Trustee. The Second Lien Trustee may at any time resign and be discharged of the duties and obligations created by the Resolution by giving not less than 60 days’ written notice to the Issuer and mailing notice thereof to the Second Lien Owners of the Second Lien Obligations, specifying the date when such resignation shall take effect, at least 45 days prior to the effective date, provided that such resignation shall take effect upon the later of (i) the day specified in such notice and (ii) the day a successor shall have been appointed by the Issuer or the Second Lien Owners provided in Section B-710 and shall have qualified therefor. Removal of Second Lien Trustee. The Second Lien Trustee may be removed at any time by an instrument or concurrent instruments in writing, filed with the Second Lien Trustee, and signed by the Second Lien Owners of a majority in principal amount of the Second Lien Obligations then Outstanding or their attorneys-in-fact duly authorized, excluding any Second Lien Obligations held by or for the account of the Issuer or any Related Entity. In addition, so long as no Second Lien Obligations Event of Default shall have occurred and be continuing hereunder and the Second Lien Trustee is not pursuing any right or remedy available to it pursuant to the Resolution, the Second Lien Trustee may be removed by the Issuer at any time for failure to provide reasonably acceptable services, failure to charge reasonably acceptable fees or any other reasonable cause, all as determined by a certificate of an Authorized Officer filed with the Second Lien Trustee. Any such removal shall not be effective until a successor shall have been appointed by the Issuer or the Second Lien Owners as provided in Section B-710 and shall have qualified therefor. Appointment of Successor Second Lien Trustee. In case at any time the Second Lien Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Second Lien Trustee, or of its property, shall be appointed, or if any public officer shall take charge or control of the Second Lien Trustee, or of its property or affairs, a successor may be appointed by the Second Lien Owners of a majority in principal amount of the Second Lien Obligations then Outstanding, excluding any Second Lien Obligations held by or for the account of the Issuer, by an instrument or concurrent instruments in writing signed and acknowledged by such Second Lien Owners or by their attorneys-in-fact duly authorized and delivered to such successor Second Lien Trustee, notification thereof being given to the Issuer and the predecessor Second Lien Trustee; provided, nevertheless, that unless a successor Second Lien Trustee shall have been appointed by the Second Lien Owners as aforesaid, the Issuer by a duly executed written instrument signed by an Authorized Officer of the Issuer shall therewith appoint a Second Lien Trustee to fill such vacancy until a successor Second Lien Trustee shall be appointed by the Second Lien Owners as authorized in this Section B-710. The Issuer shall mail notice of any such appointment made by it to all Second Lien Owners within 20 days after such appointment. Any successor Second Lien Trustee appointed

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by the Issuer shall, immediately and without further act, be superseded by a Second Lien Trustee appointed by the Second Lien Owners. If in a proper case no appointment of a successor Second Lien Trustee shall be made pursuant to the foregoing provisions of this Section within 45 days after the Second Lien Trustee shall have given to the Issuer written notice as provided in Section B-708 or after a vacancy in the office of the Second Lien Trustee shall have occurred by reason of its inability to act, the Second Lien Trustee or the Second Lien Owner of any Second Lien Obligations may, at the expense of the Issuer, apply to any court of competent jurisdiction to appoint a successor Second Lien Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Second Lien Trustee. Any Trustee appointed under the provisions of this Section B-710 in succession to the Trustee shall be a Bank that is organized under the laws of the State, or, if organized under the laws of another state, authorized to do business in the State of New York, or is a national banking association organized under the laws of the United States of America, doing business and having a corporate trust office in The City of New York, and which at the time of selection meets all thresholds for being well capitalized or adequately capitalized under the prompt corrective action framework applicable to insured depositary institutions under Section 38 of the Federal Deposit Insurance Act as in effect from time to time or all thresholds for substantially equivalent categories in any successor legislation, if there be such a Bank willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by the Resolution. Transfer of Rights and Property to Successor Second Lien Trustee. Any successor Second Lien Trustee appointed under the resolution shall execute, acknowledge and deliver to its predecessor Second Lien Trustee, and also to the Issuer, an instrument accepting such appointment, and thereupon such successor Second Lien Trustee, without any further act, deed or conveyance, shall become fully vested with all money, estates, properties, rights, powers, duties and obligations of such predecessor Second Lien Trustee, with like effect as if originally named as Second Lien Trustee; but the Second Lien Trustee ceasing to act shall nevertheless, on the written request of the Issuer, or of the successor Second Lien Trustee, and, upon the payment of all of its charges hereunder, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably he required for more fully and certainly vesting and confirming in such successor Second Lien Trustee all the right, title and interest of the predecessor Second Lien Trustee in and to any property held by it under the Resolution, and shall pay over, assign and deliver to the successor Second Lien Trustee any money or other property subject to the trusts and conditions herein set forth. Should any deed, conveyance or instrument in writing from the Issuer be required by such successor Second Lien Trustee for more fully and certainly vesting in and confirming to such successor Second Lien Trustee any such estates, rights, powers and duties, any and all such deeds, conveyances and instruments in writing shall, on request, and so far as may be authorized by law, be executed, acknowledged and delivered by the Issuer. Any successor Second Lien Trustee shall promptly notify the Second Lien Registrar and the Second Lien Paying Agents of its appointment as Second Lien Trustee.

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Merger or Consolidation. Any Person into which any Fiduciary may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which any Fiduciary may sell or transfer all or substantially all of its municipal corporate trust business, provided such Person shall be a Bank that is organized under the laws of the State, or, if organized under the laws of another state, authorized to do business in the State of New York, or is a national banking association organized under the laws of the United States of America, doing business and having a corporate trust office in The City of New York, and which at the time of selection meets all thresholds for being well capitalized or adequately capitalized under the prompt corrective action framework applicable to insured depositary institutions under Section 38 of the Federal Deposit Insurance Act as in effect from time to time or all thresholds for substantially equivalent categories in any successor legislation, if there be such a Bank willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by the Resolution. Resignation or Removal of Second Lien Paying Agent or Second Lien Registrar and Appointment of Successor. Any Second Lien Paying Agent or Second Lien Registrar may at any time resign and be discharged of the duties and obligations created by the Resolution by giving at least 60 days’ written notice to the Issuer, the Second Lien Trustee, and the other Second Lien Paying Agents or Second Lien Registrar, as the case may be. Any Second Lien Paying Agent or Second Lien Registrar may be removed at any time by an instrument filed with such Second Lien Paying Agent or Second Lien Registrar, the Second Lien Trustee and the Trustee and signed by the Issuer. Any successor Second Lien Paying Agent or Second Lien Registrar shall be appointed by the Issuer, with the approval of the Second Lien Trustee, and (subject to the requirements of Section B-603) shall be a Bank that is organized under the laws of the State, or, if organized under the laws of another state, authorized to do business in the State of New York, or is a national banking association organized under the laws of the United States of America, doing business and having a corporate trust office in The City of New York, and which at the time of selection meets all thresholds for being well capitalized or adequately capitalized under the prompt corrective action framework applicable to insured depositary institutions under Section 38 of the Federal Deposit Insurance Act as in effect from time to time or all thresholds for substantially equivalent categories in any successor legislation, if there be such a Bank willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by the Resolution. In the event of the resignation or removal of any Second Lien Paying Agent, such Second Lien Paying Agent shall pay over, assign and deliver any money held by it as Second Lien Paying Agent to its successor, or if there be no successor, to the Second Lien Trustee. In the event that for any reason there shall be a vacancy in the office of any Second Lien Paying Agent, the Second Lien Trustee shall act as such Second Lien Paying Agent. In the event of the resignation or removal of any Second Lien Registrar, such Second Lien Registrar shall transfer and deliver all records, certificates and documents held by it as

Page 26 of 27

Second Lien Registrar to its successor, or if there be no successor, to the Second Lien Trustee. In the event that for any reason there shall be a vacancy in the office of any Second Lien Registrar, the Second Lien Trustee shall act as such Second Lien Registrar. Adoption of Authentication. In case any of the Second Lien Obligations contemplated to be issued under the Resolution shall have been authenticated but not delivered, any successor Second Lien Trustee may adopt the certificate of authentication of any predecessor Second Lien Trustee so authenticating such Second Lien Obligations and deliver the Second Lien Obligations so authenticated; and in case any of such Second Lien Obligations shall not have been authenticated, any successor Second Lien Trustee may authenticate such Second Lien Obligations in the name of the predecessor Second Lien Trustee, or in the name of the successor Second Lien Trustee, and in all such cases such certificate shall have the full force which it is anywhere in said Second Lien Obligations or in the Resolution provided that the certificate of the Second Lien Trustee shall have. Continuing Disclosure Agreements. The Second Lien Trustee shall be entitled to the same rights and the same degree of indemnification in its execution and performance of each continuing disclosure agreement entered into pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended, as it is under the Resolution.

Page 27 of 27

ATTACHMENT B ALL AGENCY RESPONSIBILITY GUIDELINES

INFORMATION TO BE FURNISHED BY A BIDDER/PROPOSER (Notes: All questions on this questionnaire must be answered; do not leave blanks - where appropriate, state "None" or "Not Applicable" (N/A). If additional space is required to fully respond to any questions, please add sheets to this questionnaire and reference the questions/ answers appropriately. See Page 15 for Instruction on completing this form). PART I. IDENTITY OF CONTRACTOR: A.

Contractor’s full legal name:__________________________________________

B.

Tax ID Number (“TIN”), Employer Identification Number (“EIN”) and Social Security Number (“SSN”), as applicable:__________________________________

C.

Contractor’s form of legal entity (corporation, joint venture, sole proprietorship, etc.):_______________________________________________________________ If the Contractor is a Joint Venture, or Partnership, please list all partner firms and/or parties to the Joint Venture below. All partners and/or parties listed are also required to individually complete a separate Contractor Responsibility Form. (1) Partner/Party name:________________________________________________ TIN, EIN, or SSN_________________________________________________ Percentage of Ownership:___________________________________________ (2) Partner/Party Name:_______________________________________________ TIN, EIN or SSN:_________________________________________________ Percentage of ownership:___________________________________________

D.

State or country under whose laws Contractor is organized and year organized: ___________________________________________________________________

E.

Does the Contractor now use or, in the past ten (10) years has it used, TIN, EIN, doing business as or “DBA”, name, trade name or abbreviation other than the Contractor’s name or TIN, or EIN number listed in Part I.B. above? ________________

F.

Contractor’s mailing address:___________________________________________ ___________________________________________________________________ ___________________________________________________________________

G.

Contractor’s street address (complete only if different than “F”):_______________ ___________________________________________________________________

Page 1 of 19 MTA RFP No. 14044

Attachment B

H.

Has contractor changed its address in the past five (5) years and, if so, what was the firm’s prior address(es)?____________________________________________________

I.

Contractor’s telephone number:_______________Fax number:________________ Email address:_____________________________

PART II. IDENTITY OF PERSON COMPLETING THIS QUESTIONNAIRE: A.

Name:_________________________________________________________

B.

Employer/Title:__________________________________________________

C.

Telephone number:______________________Fax number:_______________

D.

Email address:__________________________Mobile number:____________

PART III. CONTRACTOR REPRESENTATIONS: If for any reason a representation on this questionnaire is not accurate and complete as of the time Contractor signs this form, Contractor must identify the provision and explain the reason in detail on a separate sheet. Absent such an explanation, Contractor represents that the following statements are complete and accurate: Please check this box if a separate sheet is attached: A.

Statement of non-collusion as required by Section 2878 of the Public Authorities Law: (1)

By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his knowledge and belief: a. The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; b. 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 c. 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. Page 2 of 19

MTA RFP No. 14044

Attachment B

(2)

A bid shall not be considered for award nor shall any award be made where (1) (a), (b), and (c) above have not been complied with; provided however, that if in any case the bidder cannot make the foregoing certification, the bidder shall so state and shall furnish with the bid a signed statement which sets forth in detail the reasons therefor. Where (1) (a), (b), and (c) above have not been complied with, the bid shall not be considered for award nor shall any award be made unless the Chief Procurement Officer of the Authority, or designee, determines that such disclosure was not made for the purpose of restricting competition. The fact that a bidder (a) has published price lists, rates, or tariffs covering items being procured, (b) has informed prospective customers of proposed or pending publication of new or revised price lists for such items, or (c) has sold the same items to other customers at the same prices being bid, does not constitute, without more, a disclosure within the meaning of paragraph 1(a) herein.

B.

Statement of no-conflict of interest: (1)

No appointed or elected official, member or other officer or employee of the City or State of New York, or of the Metropolitan Transportation Authority ("MTA"), or MTA's affiliates and subsidiaries: i) is interested, directly or indirectly, in any manner whatsoever in or in the performance of the Contract or in the supplies, work, or business to which it relates or in any portion of the profits thereof; or ii) has been or will be offered or given any tangible or intangible consideration in connection with this bid/proposal/Contract.

(2)

Contractor covenants that neither Contractor nor, to the best of Contractor's knowledge after diligent inquiry, any director, officer, owner or employee of Contractor or any person or entity with a 10% or more interest in Contractor has any interest nor shall they acquire any interest, directly or indirectly, which would conflict in any manner or degree with the faithful performance of the Contract hereunder.

(3)

In the event Contractor has no prior knowledge of a conflict of interest as set forth in "1" and "2" above and hereafter acquires information which indicates that there may be an actual or apparent violation of any of the above, Contractor shall promptly bring such information to the attention of the Authority's Chief Procurement Officer. Contractor shall thereafter cooperate with the Authority's review and investigation of such information, and comply with any instructions it receives from the Chief Procurement Officer in regard to remedying the situation.

Page 3 of 19 MTA RFP No. 14044

Attachment B

C. The following questions apply to any bid, proposal, or contract between Contractor and the City or State of New York, any other state, any public authority or other public entity, the United States government, the MTA, and MTA affiliates and subsidiaries. (If the answer to any question is “YES,” Contractor must provide all relevant information on a separate sheet annexed hereto). Please check this box if a separate sheet is attached: The following questions apply to: i) Contractor, Contractor's parent, subsidiaries and affiliates of Contractor (if any); ii) any joint venture (including its individual members) and any other form of partnership (including its individual members) which includes Contractor or Contractor's parent, subsidiaries, or affiliates of Contractor, iii) Contractor's directors, officers, principals, managerial employees, and any person or entity with a 10% or more interest in Contractor; iv) any legal entity controlled, or 10% or more of which is owned, by Contractor, or by any director, officer, principal, managerial employee of Contractor, or by any person or entity with a 10% or more interest in Contractor.

(1)

Within the past five (5) years, has Contractor been declared not responsible?

NO

YES

(2)

Has Contractor been debarred, suspended, or otherwise NO disqualified from bidding, proposing, or contracting?

YES

(3)

Is there a proceeding pending relating to Contractor’s responsibility, debarment, suspension, or qualification to NO receive a public contract?

YES

(4)

Within the past five (5) years, has Contractor defaulted NO on a contract or been terminated for cause?

YES

(5)

Has a government agency or other public entity requested or required enforcement of any of its rights NO under a surety agreement on the basis of the Contractor’s default or in lieu of declaring Contractor in default?

YES

Within the past five (5) years, has the Contractor been required to engage the services of an Integrity Monitor in connection with the award of or in order to complete, any public or private contract?

YES

(6)

NO

Page 4 of 19 MTA RFP No. 14044

Attachment B

(7)

(8)

D.

Within the past five (5) years, have Contractor’s safety practices/procedures been evaluated and ruled as less than satisfactory by the City or State of New York, any NO other state, any public authority or any public entity, the United States government, the MTA, MTA affiliates or subsidiaries?

YES

Has Contractor’s Workers Compensation Experience Rating been 1.2 or greater at any time in the last five (5) NO years? If “yes”, please explain.

YES

Consent to the jurisdiction of New York courts and to service of process: (1)

If Contractor is not organized under the laws of the State of New York, Contractor consents to the jurisdiction of the Courts of the State of New York and to the jurisdiction of any federal court located within the City of New York, with respect to any matter pertaining to Contractor's bid/proposal and, if the Contract is awarded to Contractor, to the Contract.

(2)

Contractor agrees that service of process in any judicial or administrative action may be made upon it by certified mail, return receipt requested, sent to the mailing address for Contractor specified above.

(3)

Contractor agrees that any judicial or administrative action or proceeding commenced by Contractor against the Authority shall only be commenced in a state or federal court or agency located within the City of New York.

PART IV. QUESTIONS WHICH MUST BE ANSWERED BY "YES" or "NO": (In the event of a "YES," Contractor must provide all relevant information on a separate sheet annexed hereto, and the Authority reserves the right to inquire further with respect thereto.) To the best of your knowledge after diligent inquiry, in connection with the business of Contractor or any other firm which is related to Contractor by any degree of common ownership, control, or otherwise, do any of the following statements apply to: i) Contractor, Contractor's parent, subsidiaries and affiliates of Contractor (if any); ii) any joint venture (including its individual members) and any other form of partnership (including its individual members) which includes Contractor or Contractor's parent, subsidiaries, or affiliates of Contractor; iii) Contractor's directors, officers, principals, managerial employees, and any person or entity with a 10% or more interest in Contractor; iv) any legal entity controlled, or 10% or more of which is owned, by Contractor, or by any director, officer, principal, managerial employee of Contractor, or by any person or entity with a 10% or more interest in Contractor.

Page 5 of 19 MTA RFP No. 14044

Attachment B

A.

B.

C.

D.

E.

F.

Within the past ten (10) years, has been convicted of or pleaded nolo contendre to (1) any felony or (2) a misdemeanor related NO to truthfulness in connection with business conduct.

YES

Has pending before any state or federal grand jury or court an indictment or information of the commission of a crime which NO has not been favorably terminated.

YES

Is the subject of a pending investigation by any grand jury, commission, committee or other entity or agency or authority of NO any local, state, or the federal government in connection with the commission or alleged commission of a crime.

YES

Is currently disqualified from selling or submitting bids/proposals to or receiving awards from or entering into any NO contract with any federal, state or local government agency, any public authority or any other public entity.

YES

Within the past five (5) years, has refused to testify or to answer any question concerning a bid or contract with any federal, state, or local government agency, any public authority or any other public entity when called before a grand jury or other committee, agency or forum which is empowered to compel the attendance of NO witnesses and examine them under oath, upon being advised that neither the person's statement nor any information or evidence derived from such statement will be used against that person in any subsequent criminal proceeding.

YES

Is currently disqualified from selling or submitting a bid to, or receiving an award from, or entering into any contract with any public entity or public authority within the State of New York because, within the past five (5) years, such entity or person refused to testify or to answer any relevant question concerning a transaction or contract with the State of New York, any political subdivision of the State of New York, or a public authority or a public department, agency or official of the State of New York or NO of a political subdivision of the State of New York, when called before a grand jury or other state or local department, commission or agency which is empowered to compel the attendance of witnesses and examine them under oath, upon being advised that neither that person's statement nor any information or evidence derived from such statement will be used against that person in any subsequent criminal proceeding.

YES

Page 6 of 19 MTA RFP No. 14044

Attachment B

G.

Has within a ten (10) year period preceding this Bid/Proposal been convicted of or had a civil judgment rendered against it for or in relation to: (i) commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; (ii) collusion with another person or entity in NO connection with the submission of bid/proposals; (iii) violation of federal or state antitrust statutes or False Claims Acts; or (iv) commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statement(s) or receiving stolen property.

YES

PART V. ADDITIONAL QUESTIONS: In the event of a “Yes”, Contractor must provide all relevant information on a separate sheet annexed hereto, and the Authority reserves the right to inquire further with respect thereto. A.

List the name, title, and home and business address of each person or legal entity which has a 10% or more ownership or control interest in Contractor: Name:_____________________________________________________________ Title:______________________________________________________________ Home address:_______________________________________________________ ___________________________________________________________________ Business address:_____________________________________________________

B.

List the name, title, and home and business address of each director and principal officer of Contractor:

Name:______________________________________________________________ Title:_______________________________________________________________ Home address:______________________________________________________ ___________________________________________________________________ Business address:____________________________________________________ __________________________________________________________________

C.

D.

In the past ten (10) years, has Contractor entered into a consent NO decree, deferred prosecution agreement, or a non-prosecution agreement?

YES

In the past three (3) years, has Contractor been a subcontractor NO on any contract with the Authority?

YES

Page 7 of 19 MTA RFP No. 14044

Attachment B

E.

In the past seven (7) years, have any bankruptcy proceedings been initiated by or against the Contractor (whether or not closed) or is NO any bankruptcy proceeding pending by or against the Contractor regardless of the date of filing?

YES

In the past five (5) years, have there been any judgments, injunctions, or liens of $100,000 or more, including but not NO limited to, judgments based on taxes owed, fines and penalties assessed by a government agency against Contractor at any time?

YES

Are there any judgments, injunctions, or liens for $100,000 or more each against Contractor that remain open, unsatisfied or in NO effect today?

YES

H.

During the past five (5) years, has the Contractor failed to file any NO applicable federal, state or local tax return?

YES

I.

Does the Contractor own or rent office space? Please provide details.

NO

YES

J.

Does any principal owner or officer of the Contractor, or any member of his/her immediate family, have an ownership interest NO in any entity that holds the title or lease to any real property used by the Contractor?

YES

F.

G.

K.

Does Contractor share office space, staff, equipment, or NO expenses with any other entities? If “YES”, please provide details.

L.

Contractor is required to provide a list of contracts as requested in (1) and (2) below. For each of the contracts listed in (1) and (2) below, Contractor shall provide a brief description of the work performed, the contract number, the dollar amount at award and at completion, date completed, and the name and telephone number of the owner’s representative: (1)

YES

List all contracts completed during the last three (3) years. If more than three (3) contracts have been completed in the past three (3) years, list the last three (3) contracts completed . a. Brief description of work performed:_____________________________ ___________________________________________________________ Contract number:_____________________________________________ Dollar amount of award:_______________________________________ Date completed:______________________________________________

Page 8 of 19 MTA RFP No. 14044

Attachment B

Name/Telephone number of company and Owner’s Representative: _____________________________ Dollar Amount at completion: ____________________________

b. Brief description of work performed:_____________________________ ___________________________________________________________ Contract number:_____________________________________________ Dollar amount of award:_______________________________________ Date completed:______________________________________________ Name/Telephone number of company and Owner’s Representative: _____________________________ Dollar Amount at completion: ____________________________

c. Brief description of work performed:_____________________________ ___________________________________________________________ Contract number:_____________________________________________ Dollar amount of award:_______________________________________ Date completed:______________________________________________ Name/Telephone number of company and Owner’s Representative: _____________________________ Dollar Amount at completion: ____________________________ (2)

List each contract completed by Contractor during the last three (3) years for which liquidated damages or penalty provisions were assessed against Contractor for failure to complete the work on time or for any other reason. Contractor is required to provide an explanation of the circumstances for each contract. a. Brief description of work performed:_____________________________ ___________________________________________________________ Contract number:_____________________________________________ Dollar amount of award:_______________________________________ Date completed:______________________________________________ Name/Telephone number of company and Owner’s Representative: _____________________________ Dollar Amount at completion: ____________________________

b. Brief description of work performed:_____________________________ ___________________________________________________________ Contract number:_____________________________________________ Dollar amount of award:_______________________________________ Date completed:______________________________________________ Name/Telephone number of company and Owner’s Representative: _____________________________ Dollar Amount at completion: ____________________________

Page 9 of 19 MTA RFP No. 14044

Attachment B

c.

Brief description of work performed:_____________________________ ___________________________________________________________ Contract number:_____________________________________________ Dollar amount of award:_______________________________________ Date completed:______________________________________________ Name/Telephone number of company and Owner’s Representative: _____________________________ Dollar Amount at completion: ____________________________

If none of the above situations occurred during the last three (3) years, state “NONE” here: __________ M.

Furnish the following information for each contract for which, during the last three (3) years, the Contractor was: (1) Terminated for default; or (2) Sued to compel performance; or (3) Sued to recover damages, including, without limitation, upon an alleged breach of contract, misfeasance, error or omission or other alleged failure on Contractor’s part to perform as required by the contract; or (4) Called upon a surety to perform the work; or (5) Required to engage the services of an Integrity Monitor in connection with the award of or in order to complete, any public or private contract; or (6) Required to draw on a letter of credit in lieu of a performance bond. a. Brief description of work performed:____________________________ __________________________________________________________ Contract number:____________________________________________ Dollar amount of award:______________________________________ Date completed:_____________________________________________ Name/Telephone number of owner’s representative: ________________ __________________________________________________________

If none of the above situations occurred during the last three (3) years, state “NONE” here: ____________ N.

List all Contractor employees: (Attach additional sheets as needed) (1)

Who are currently employees of MTA or any MTA subsidiary or affiliate: Name:_________________________________________________________ Currently employed by: (check as appropriate)

MTA

NYCT

MaBSTOA

SIRTOA

MNCR

LIRR

MSBA

TBTA

MTACC

MTA BC

Page 10 of 19 MTA RFP No. 14044

Attachment B

Name:___________________________________________________________ Currently employed by: MTA

NYCT

MaBSTOA

SIRTOA

MNCR

LIRR

MSBA

TBTA

MTACC

MTA BC

Name:___________________________________________________________ Currently employed by: MTA

NYCT

MaBSTOA

SIRTOA

MNCR

LIRR

MSBA

TBTA

MTACC

MTA BC

(2)

Who within the past two (2) years have been MTA or any MTA subsidiary or affiliate employees who were involved on behalf of Contractor with the preparation of this bid/proposal or would be involved in the performance of the contract if it is awarded to Contractor. Name:_________________________________________________________ Currently employed by:___________________________________________

MTA

NYCT

MaBSTOA

SIRTOA

MNCR

LIRR

MSBA

TBTA

MTACC

MTA BC

Name:_________________________________________________________ Currently employed by:___________________________________________ MTA

NYCT

MaBSTOA

SIRTOA

MNCR

LIRR

MSBA

TBTA

MTACC

MTA BC

Page 11 of 19 MTA RFP No. 14044

Attachment B

O.

Provide certified financial statements for Contractor’s last three (3) fiscal years. If Contractor does not have certified financial statements, provide financial statements sworn to by Contractor’s chief financial officer. If Contractor is unable to provide any such statements, provide other information which will enable the Authority to evaluate and determine whether Contractor has sufficient financial resources to enable Contractor to perform the Contract.

P.

Does Contractor have a subsidiary or affiliate?

NO

YES

Q.

Is Contractor a subsidiary of another entity?

NO

YES

R.

Within the past five (5) years or currently, does Contractor, any director, officer, principal, managerial employee of Contractor, or NO any person or entity with a 10% or more interest in Contractor have an interest of 10% or more in any other firm or legal entity?

YES

S.

If the answer to P, Q or R is “YES,” would Contractor’s answers pertaining to Part V Questions A through M above be the same for each such parent, subsidiary, affiliate, firm or legal entity? If not, please provide a full explanation on a separate sheet of paper.

T.

Describe the resources, including but not limited to, staffing, facilities, equipment, and tools that Contractor will commit to the performance of this contract. If this information is provided elsewhere in Contractor’s bid/proposal, please enter below the reference to that section in Contractor’s submission that responds to this question. See Section:______________________________________

Contractor must sign here: _____________________________________________ Authorized Signature Date: __________________________

Page 12 of 19 MTA RFP No. 14044

Attachment B

METROPOLITAN TRANSPORTATION AUTHORITY CONTRACTOR RESPONSIBILITY FORM AFFIDAVIT AND ACKNOWLEDGEMENT (Complete and submit this Affidavit and Acknowledgement Form unless the Affidavit of No Change applies.)

STATE OF ________________) ) SS: COUNTY OF______________)

On the ____ day of ___________201__, before me personally came and appeared ______________________ by me known to be said person, who swore under oath as follows: 1.

I am _______________________ of _________________________________. (Print name and title) (Print name of firm)

2.

I am duly authorized to sign this questionnaire on behalf of said firm and duly signed this document pursuant to said authorization.

3.

The answers to the questions set forth in the Metropolitan Transportation Authority Contractor Responsibility Form and, except as set forth in the stated exceptions in Part III, the representations set forth in this questionnaire, are true, accurate and complete. I authorize the MTA to verify any such information and to conduct any background checks it deems appropriate.

4.

I acknowledge and understand that the questionnaire includes provisions which are deemed included in the contract if awarded to the firm.

______________________________ Signature Sworn to and subscribed to before me this ____ day of ____________, 201_. ______________________________ Notary Public ____________ County My commission expires: __________

Page 13 of 19 MTA RFP No. 14044

Attachment B

METROPOLITAN TRANSPORTATION AUTHORITY CONTRACTOR RESPONSIBILITY FORM AFFIDAVIT OF NO CHANGE AND ACKNOWLEDGEMENT STATE OF ________________) ) SS: COUNTY OF______________)

On the ____ day of ___________201__, before me personally came and appeared ______________________ by me known to be said person, who swore under oath as follows: 1.

I am _______________________ of __________________________________. (Print name and title) (Print name of firm)

2.

I am duly authorized to sign this Affidavit of No Change on behalf of said firm and duly signed this document pursuant to said authorization.

3.

The Contractor previously submitted a Metropolitan Transportation Authority Contractor Responsibility Form within six (6) months prior to the date hereof to the Metropolitan Transportation Authority or an MTA subsidiary or affiliate.

4.

Attached is an accurate and true copy of such previously submitted MTA Contractor Responsibility Form.

5.

I hereby certify that there has been no material change in the information specified on such attached Contractor Responsibility Form except as follows: _____________________________________________________________________ _________________________________________________________

6.

I acknowledge and understand that the previously submitted MTA Contractor Responsibility Form includes provisions which are deemed included in the contract if awarded to the firm. ______________________________ Signature Sworn to and subscribed to before me this ____ day of ____________, 201_ ______________________________ Notary Public ____________ County My commission expires: __________

Page 14 of 19 MTA RFP No. 14044

Attachment B

METROPOLITAN TRANSPORTATION AUTHORITY CONTRACTOR RESPONSIBILITY FORM INSTRUCTIONS 1 1. Who should complete and sign the Contractor Responsibility Form? This form must be completed for all contracts of $250,000 or greater. In addition, contractors and known subcontractors in contracts involving “Special Circumstances” must complete this form. “Special Circumstances” are defined herein as contracts or subcontracts in excess of $100,000 in the following areas: painting; scrap; hazardous materials; concrete; lead; asbestos; inspection and testing; security-related projects; carting; and textiles and garments; or such area the Authority may designate from time to time. In addition, all known subcontractors having subcontracts in excess of $1 million must complete this form. The person who completes the Contractor Responsibility Form on behalf of the submitting contractor or subcontractor must provide his/her title; telephone/fax number and e-mail address in Part II of the questionnaire. The person who signs the questionnaire on behalf of the submitting contractor or subcontractor should be either Chief Executive, Executive Director, Chief Administrator, President, Vice President, Treasurer, Secretary, Chair of the Board of Directors, or the principal owner or officer responsible for administering the submitting contractor’s contract. 2. Who should complete and sign an Affidavit of No Change? If the Contractor has previously submitted a Contractor Responsibility Form within one year prior to the present date and there have been no material changes in the information specified on that form, two original signed, notarized Affidavits of No Change must be executed for the submitting Contractor. It is required that one of the principal owners/officers whose title is listed in Paragraph 1 above execute the Affidavit of No Change on behalf of the submitting contractor. 3. For purposes of this questionnaire, the terms “Contractor,” “bidder,” and “bidder/proposer” refer to both a bidder/proposer and to the firm to be awarded the contract, as well as Contractors seeking subcontracts for $1 million and more, or Contractors seeking contracts or subcontracts in special circumstances of $100,000 or more. All of the questions refer to the firm awarded the contract, with the exception of the questions in Parts III.C. and IV, which include separate instructions. 1

PERSONAL PRIVACY PROTECTION LAW NOTIFICATION The information the Contractor is providing on this application, including information about Key People, is requested pursuant to the New York State Public Authorities Law for the purposes of determining the Applicant Firm’s responsibility for a contract award. Failure to provide the specified information and authorization requested may, in the sole discretion of the MTA, prevent your firm’s award of a contract by the MTA and/or its agencies. The information will be kept in a file maintained by MTA and its agencies or other files maintained under the authority of MTA and its agencies. Information which, because of any name, number, symbol, mark or other identifier, can be used to identify a person, shall be received, maintained and used by the MTA and its agencies solely for the above-stated purposes and will be protected from public disclosure to the fullest extent permitted by law. Page 15 of 19

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Attachment B

4. For all questions, matters on appeal must be disclosed. 5. Unless otherwise noted, all questions relate to the previous ten (10) years. 6. All questions on this questionnaire must be answered; do not leave blanks. Where appropriate, state “None” or “Not Applicable” (N/A). 7. If additional space is required to fully respond to any question, please add sheets to this questionnaire and reference the question/answer appropriately. 8. This form includes: a. Contractor representations and obligations (Part III) which (a) apply to Contractor's bid/proposal; and (b) are deemed incorporated into the contract between the Contractor and Authority if the contract is awarded to Contractor. If any representation is not accurate and complete at the time Contractor signs this form, Contractor must, as part of its bid, identify the provision and explain the reason in detail on a separate sheet, as provided in Part III; and b. Questions which Contractor must answer as part of its bid/proposal (Parts III.C., IV, and V). 9. If during the performance of this Contract, either of the following occurs, Contractor shall promptly give notice in writing of the situation to the Authority's Chief Procurement Officer, and thereafter cooperate with the Authority's review and investigation of such information. a. Contractor has reason to believe that any representation or answer to any question contained in this Contractor Responsibility Form was not accurate or complete at the time Contractor Responsibility Form was signed; or b. Events occur or circumstances change so that an answer to any question on this Form is no longer accurate or complete. 10.

In the Authority's sole discretion, the following shall constitute grounds for the Authority to take remedial action up to and including immediate termination of the Contract for convenience without payment for profit and overhead for work not performed if: a. Contractor fails to notify the Chief Procurement Officer as required by "9" above; b. Contractor fails to cooperate with the Authority's request for additional information as required by "9" above;

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Attachment B

c. Contractor, a Contractor director, officer, principal, managerial employee, or owner of a 10% or more interest in Contractor, is convicted of a crime involving a public contract; or d. Significant concerns about the Contractor's integrity are raised based upon an evaluation of the events underlying any other determination, indictment, conviction, or other allegation that Contractor or a Contractor director, officer, principal, managerial employee, or owner of a 10% or more interest in Contractor, or has been involved in any felony or a misdemeanor related to truthfulness and/or business conduct in the past ten (10) years. 11.

The Authority reserves the right to inquire further with respect to Contractor's responses; and Contractor consents to such further inquiry and agrees to furnish all relevant documents and information as requested by the Authority. Any response to this document prior or subsequent to Contractor's bid or proposal which is or may be construed as unfavorable to Contractor will not necessarily automatically result in a negative finding on the question of Contractor’s responsibility or a decision to terminate the Contract if it is awarded to Contractor.

12.

Definitions: a. Affiliate: An entity in which the parent of the submitting contractor owns more than fifty (50) % of the voting stock and/or an entity in which a group of principal owners or officers that owns more than fifty (50) % of the submitting contractor also owns more than fifty (50) % of the voting stock. b. Authority: refers to the MTA and/or MTA subsidiary or affiliate to which the Contractor is submitting its bid or proposal and/or which is awarding the contract sought. c. Control: The submitting contractor is controlled by another entity when: (1) the other entity holds ten (10) % or more of the voting stock of the submitting contractor; or (2) the other entity directs or has the right to direct daily operations. The submitting contractor controls another entity when: (1) it holds ten (10) % or more of the voting stock of the other entity; or (2) it directs or has the right to direct daily operations. d. Government agency(ies): include city, state, federal public agencies, quasi-public agencies, authorities and corporations, public development corporations, public benefit corporations and local development corporations. e. Integrity Monitor: includes an Independent Private Sector Inspector General (“IPSIG”), or any independent private sector firm with legal, audit, investigative and loss prevention skills, employed by an organization or government entity, either voluntarily or by compulsory process, to monitor an entity’s business activities to ensure compliance with relevant laws and regulations, as well as to uncover and report unethical or illegal conduct within and against the entity. Page 17 of 19

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Attachment B

f. Joint Venture: a business undertaking by two or more persons, corporations or other legal entities engaged in a single defined project. The necessary elements are: (1) an express or implied agreement; (2) a common purpose the group intends to carry out; and (3) shared profits and losses. g. Managerial employees or managerial capacity: Employees in a supervisory capacity who, either by virtue of their title or their duties, operate with discretion over solicitation, letting, or management of contracts with public agencies. h. Metropolitan Transportation Authority (“MTA”) subsidiary or affiliate includes: New York City Transit Authority (“NYCT”), Manhattan and Bronx Surface Transit Operating Authority (“MaBSTOA”), Staten Island Rapid Transit Operating Authority (“SIRTOA”), Triborough Bridge and Tunnel Authority (“TBTA”), Metro-North Commuter Railroad Company (“MNCR”), Long Island Rail Road (“LIRR”), Metropolitan Suburban Bus Authority (“MSBA”), MTA Bus Company (“MTA BC”), MTA Capital Construction (“MTACC”) and First Mutual Transportation Assurance Company (“FMTAC”). i. Officer: Any individual who serves as or performs the functions of chief executive officer, chief financial officer, or chief operating officer of the submitting contractor, without regard to such individual’s title. president, vice president, secretary, treasurer, board chairperson, trustee (individual or entity who administers a trust) or their equivalents. j. Parent: Any entity including, but not limited to any individual, partnership, joint venture or corporation which owns (50) % or more of the voting stock of another entity. k. Principal Owner: An individual, partnership, joint venture or corporation that holds a ten (10) % or greater ownership interest in a submitting contractor or subcontractor. l. Share: To have space, staff, equipment, expenses, or use such items, in common with one or more other entities. m. Significant Adverse Information: includes but is not limited to an unsatisfactory final performance evaluation on a contract with any MTA agency within the immediate prior three (3) years, an uncured interim unsatisfactory rating on a contract with any MTA agency, or an answer of “yes” to any question in Part IV herein.

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Attachment B

n. Subcontract: An agreement between an individual or entity that is a party to a contract and another individual or entity which is for the provision of goods, services or construction pursuant to that contract, and has a value that when aggregated with the values of all other such agreements with the same individual or entity and subcontractor during the immediately preceding twelve (12) month period is valued at one million dollars ($1,000,000) or more, and in special circumstances involving agreements of $100,000 or more. o. Submitting Contractor: The entity submitting the Contractor Responsibility Form. p. Subsidiary: An entity in which the majority of the voting stock is owned by a parent.

Page 19 of 19 MTA RFP No. 14044

Attachment B

APPENDIX A to ATTACHMENT C COMPENSATION PROVISIONS

1. The purpose of this Appendix is to establish the basis of payment and reimbursement to the Contractor for Services performed in accordance with terms and conditions of the Agreement. Within thirty (30) days from the date of this Agreement the Contractor shall furnish to the Authority a list showing the names, titles and billing rates of the employees (including those of the subcontractor) who will be directly employed in the performance of the Services. 2. Invoices which are prepared and documented in accordance with the requirements stated herein will be paid by the Authority within thirty (30) days after receipt. All invoices shall be sent to: Metropolitan Transportation Authority 347 Madison Avenue New York, NY 10017 Attention: Finance Department 3 and 4.

Value of contract and Payment [to be determined.]

5. [This provision applies if the final agreement includes reimbursement to the contractor for out of pocket expenses] The words "direct, out-of-pocket expenses" as used above shall mean and shall include the following costs and expenses incurred by the Contractor, its officers and employees in connection with the performance of such Services: Travel expenses, including: i. railroad, airplane (coach), bus, rented automobile, taxi or other fares, or a flat rate per mile plus tolls and parking fees for private automobile travel in accordance with the Authority’s Travel and Business Expense Policy (all estimated not to exceed $[ ]); ii. actual and reasonable charges for the following items while away from the home office or other office to which the employee involved is assigned: a) hotel accommodations, which shall be less than or equal to government rates for local area hotels and shall be subject to the Authority’s prior approval, and b) meals, which shall be less than or equal to the per diem meal allowance applicable under the Authority’s Travel and Business Expense Policy (all estimated not to exceed $[ ]). 6.

The Contractor shall, to the extent practicable, use tax exemption certificates in

Page 1 of 2 RFP No. 14044 - Trustee and Related Services Contract

Attachment C Appendix A

connection with the procurement of materials, equipment or services in the performance of this Agreement to avoid charging the Authority with federal, state and local taxes. 7. As provided in Article IX of the Agreement the Authority has assigned a Purchase Order number to the Agreement for control purposes, in addition to the MTA Agreement number. The Purchase Order number and the Agreement number are shown on the first page of this Agreement. Separate Purchase Order numbers will also be assigned to any supplemental agreements that may be issued in future modifying the Agreement. The Contractor must ensure that when submitting invoices for payment: 1) the Purchase Order number as well as the Agreement number are shown on invoices, and 2) that the Company Name shown on invoices exactly matches the Company Name as it is shown on the first page of the Agreement or Supplemental Agreement. Any invoice that is received by the Authority without the specific information required herein will be returned to the Contractor for correction and resubmission. 8. As provided in Article XIV of the Agreement the Authority may terminate the Agreement at any time, with or without cause, upon notice in writing to the Contractor. Upon such termination the Authority shall reimburse the Contractor for all reasonable cancellation charges incurred by it as provided in said Article.

Boiler/Compensation Provisions/Appendix A/CPFF.doc Rev. 10/07

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Attachment C Appendix A

APPENDIX B AFFIRMATIVE ACTION/EEO REQUIREMENTS The Proposer agrees to the terms and conditions of non-discrimination as set forth within. The Proposer, as a precondition to entering into a valid and binding contract, shall during the performance of this contract, agree to the following: (a)

The consultant will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, age, disability or marital status. The consultant will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. The consultant shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on this contract. For these purposes, affirmative action shall apply in the areas of recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation.

(b)

The consultant shall state in all solicitations or advertisements for employees that, in the performance of this contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status.

(c)

At the request of the Authority, the consultant shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union, or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the consultant's obligations herein.

(d)

After an award of this contract, the consultant shall submit to the Authority a workforce utilization report, in a form and manner required by the Authority, of the work force actually utilized on this contract, broken down by specified ethnic background, gender, and Federal Occupational Categories or other appropriate categories specified by the Authority.

(e)

Prior to the award of this contract, the consultant shall submit an Equal Employment Opportunity (EEO) Policy Statement and an EEO-1 form to the Authority within the time frame established by the Authority. The consultant's EEO Policy Statement shall contain, but not necessarily be limited to, and the consultant, as a precondition to entering into this contract shall, during the performance of the contract, agree to the provisions set forth in paragraphs (a)-(c) above. The EEO-1 Form shall reflect consultant information on the Page 1 of 2

MTA RFP 14044 – Trustee and related services NOTE: Wherever the word “Consultant” is used herein it shall mean “Contractor”.

Appendix B – Proposer

ethnic background, gender, and Federal Occupational Categories of the employees to be utilized on this contract. (f)

Within sixty (60) days of the execution of this Contract, the Consultant shall submit a Staffing Plan (Form Staffpln), in a form and manner required by the Authority, which shall contain information on employees projected to work on activities related to the contract. This information must be broken down by specified ethnic background, gender and related job titles.

(g)

For construction contracts, after the award of the contract, the contractor shall submit on a monthly basis, in a form and manner required by the Authority, throughout the life of the contract, a Work Force Utilization Report (Form WF-257 - Construction) which details employee's hours worked on activities related to this contract. This information must be broken down by specified ethnic background, gender and related job titles.

(h)

Except for construction contracts, after the award of the contract, the consultant shall submit on a semi-annual basis, in a form and manner required by the Authority, throughout the life of the contract, a Work Force Utilization Report (Form WF-257 Service and/or Consultant Firms) which details the number of employees that worked on activities related to this contract. This information must be broken down by specified ethnic background, gender and related job titles. In instances where a consultant's workforce cannot be broken out, the consultant must affirm such and submit an EEO-1 Form detailing its current workforce.

(i)

The provisions of this Appendix shall not apply to the extent the consultant or a subconsultant has obtained a waiver from the Authority based on duplication or conflict with federal laws.

(j)

The consultant agrees to include the language of the provisions of paragraphs (a)-(i) above in every subconsultant agreement in such manner that the requirements of the provisions will be binding upon each subconsultant and each party to this contract as to work in connection with this contract, including the requirement that subconsultants and parties to this contract shall undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination and, when requested, provide to the consultant information on the ethnic background, gender, and Federal Occupational Categories of the employees to be utilized on this contract.

Attachments: Forms: - EEO-1; Staffing Plan; WF-257/Construction, incl. Instructions; WF-257/Service and/or Consultant Firms, incl. Instructions. 6/01 Boiler/AA-EEO/Appendix B/Proposer.doc

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Appendix B – Proposer

METROPOLITAN TRANSPORTATION AUTHORITY

Office of Civil Rights EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER INFORMATION REPORT EEO-1 Section A – TYPE OF REPORT 1.

Indicate by marking in the appropriate box the type of reporting unit for which this copy of the form is submitted (MARK ONLY ONE BOX): Multi-establishment Employer: (1)

Single-establishment Employer Report

(2) (3)

2.

Consolidated Report (Required) Headquarters Unit Report (Required)

(4)

Individual Establishment Report (submit one for each establishment with 50 or more employees)

(5)

Special Report

Total number of reports being filed by this Company: (Answer on Consolidated Report only) ____________________

OFFICE USE ONLY

Section B – COMPANY IDENTIFICATION (To be answered by all employers) 1.

Parent Company: a.

Name of parent company (owns or controls establishment in Item 2 below). (Omit if same as above)

a.

Address (Number and Street)

b.

City or Town

2.

State

ZIP code

c.

Establishment for which this report is filed: (Omit if same as above) a. Name of establishment:

Address (Number and street)

d. ZIP code

e.

b.

Employer Identification No. (IRS 9-DIGIT TAX NUMBER): ______________________________________

f.

c.

Was an EEO-1 report filed for this establishment last year?

MTA RFP 14044 – Trustee and related services

City or Town

County

(6)

Yes

Page 1 of 3 (EEO-1)

State

(7)

No

Appendix B Forms

METROPOLITAN TRANSPORTATION AUTHORITY

Office of Civil Rights EQUAL EMPLOYMENT OPPORTUNITY EMPLOYMENT INFORMATION REPORT EEO-1 Section C – EMPLOYMENT DATA Employment at this establishment - Report all permanent full-time and part-time employees including apprentices and on-the-job trainees unless specifically excluded as set forth in the instructions. Enter the appropriate figures on all lines and in all columns. Blank spaces will be considered as zeros.

NUMBER OF EMPLOYEES

Job Categories

MALE Overall Totals (Sum of Col. B thru K) A

Officials and Managers

l

Professionals

2

Technicians

3

Sales Workers

4

White (Not of Hispanic Origin) B

Black (Not of Hispanic Origin) C

Hispanic

D

FEMALE Asian or Pacific Islander

American Indian or Alaskan Native

E

F

White (Not of Hispanic Origin) G

Black (Not of Hispanic Origin) H

Hispanic

I

Asian or Pacific Islander

American Indian or Alaskan Native

J

K

Office & Clerical 5

Craft Workers (Skilled)

6

Operatives (Semi-Skilled) 7 Laborers (Unskilled)

8

Service Workers

9

TOTAL

10

Total employment reported in previous EEO-1 report 11

NOTE: Omit Questions 1 and 2 on the Consolidated Report. 1. Date(s) of payroll period used: _______________________

MTA RFP 14044 – Trustee and related services

2. Does this establishment employ apprentices? (8)

Page 2 of 3 (EEO-1)

Yes

Appendix B Forms

(9)

No

METROPOLITAN TRANSPORTATION AUTHORITY

Office of Civil Rights EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER INFORMATION REPORT EEO-1 Section D – ESTABLISHMENT INFORMATION (Omit on the Consolidated Report) 1.

What is the major activity of this establishment? (Be specific, i.e., manufacturing steel castings, retail grocer, wholesale plumbing supplies, title insurance, etc. Include the specific type of product or type of service provided, as well as the principal business or industrial activity.)

OFFICE USE ONLY

g. Section E – REMARKS 1.

Use this item to give any identification data appearing on last report which differs from that given above, explain major changes in composition or reporting units and other pertinent information.

Section F – CERTIFICATION Check

(10)

All reports are accurate and were prepared in accordance with the instructions (check on Consolidated only)

One:

(11)

This report is accurate and was prepared in accordance with the instructions.

Name of Certifying Official

Title

Signature

Name of person to contact regarding this report (type or print)

Address (Number and Street)

Title

City and State

ZIP Code

Date

Telephone Number (Including Area Code)

All reports and information obtained from individual reports will be kept confidential as required by Section 709(e) of Title VII. WILLFULLY FALSE STATEMENTS ON THIS REPORT ARE PUNISHABLE BY LAW, U.S. CODE, TITLE 18, SECTION 1001.

6/01 Boiler/AA-EEO/Forms/EEO-1.doc

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Appendix B Forms

STAFFING PLAN Project/RFP Title:

Location of Contract : County

Contractor/Firm Name:

ZIP

Address : City

Check applicable categories: (1) Staff Estimates include: (2) Type of Contract:

Contract/Project Staff Construction

State

Total Work Force Consultants

Subcontractors Commodities

ZI P

Services/Consultants

Total Anticipated Work Force

Federal Occupational Category

Total Number of Employees

Male

Female

Black (Not of Hispanic Origin) Male

Female

Hispanic

Male

Female

Asian or Pacific Islander

Male

Native American/ Alaskan Native

Female

Male

Total Percent Minority Employees

Total Percent Female Employees

Female

Officials/Admin. Professionals Technicians Sales Workers Office & Clerical Craft Workers Operatives Laborers Service Workers TOTALS Company Official's Name:

Title :

Company Official's Signature: ______________________________________________________ Telephone Number: ( ) _________________________________________________________

Date:

DMWB/PAIS (CC) 12/93 6/01 Boiler/AA-EEO/Forms/Staffing Plan.doc

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Appendix B Forms

WORK FORCE UTILIZATION REPORT – FORM WF-257

SERVICE and/or CONSULTANT FIRMS Agency:

/Code

Reporting Period: __________________________________________________ Check one: Quarterly Report Semi-Annual Report Address: _________________________________________________________________________________ Street City State ZIP

Contractor/Firm Name: Type of Report:

Contract Specific Work Force Total Work Force

Check if:

Federal Id/Payee Id.: _____________________________ Check One: Prime Contractor Subcontractor

Contract No.:

NOT-FOR-PROFIT

Location of Work: County

Product/Service Provided: Contract Start Date:

Contract Amount: $_______________________________

ZIP

Percent of Job Completed:

Number of Employees Federal Occupational Category

Total Number of Employees

Black (Not of Hispanic

Hispanic

Asian or Pacific Islander

Native American/ Alaskan Native

Origin) Male

Female

Male

Female

Male

Female

Male

Female

Male

Total Percent Minority Employees

Total Percent Female Employees

Female

Officials/Admin. Professionals Technicians Sales Workers Office & Clerical Craft Workers Operatives Laborers Service Workers TOTALS Company Official's Name: Title: ____________________________________________________________________ Company Official's Signature: ____________________________________________ Date: ___________________________________________________________________ Telephone Number: ( ) ____________________________________________ Service & Consult WF-257

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Appendix B Forms

WORK FORCE UTILIZATION REPORT – FORM WF-257

SERVICE and/or CONSULTANT FIRMS INSTRUCTIONS FOR COMPLETION PURPOSE: The Work Force Utilization Report for Service and/or Consultant Firms is prepared by all contractors, and subcontractors if any, providing services (skilled or non-skilled) or professional consulting services to a state agency to document their actual employment of minority group members and women during the period covered by the report. The report has a format similar to forms used by the Federal government for reporting equal employment opportunity data. When the contract specific work force can be identified, the report covers all employees (including apprentices or trainees) working on the project. If the contract specific work force cannot be separated out, the contractor's total work force is reported. The completed reports are used by the contracting state agency to monitor the contractor's and subcontractor's compliance with the contract's equal employment opportunity requirements. GENERAL INFORMATION: 1. Name of contracting state agency and state agency code (five digit code). 2. Reporting period covered by report (mm/dd/yy to mm/dd/yy); check to indicate Quarterly or Semi-Annual Report. 3. Contractor firm name (prime contractor on summary report submitted to agency) and address (including city name, state and zip code); check if the contractor is a NOT-FOR-PROFIT. 4. Type of Report: check to indicate whether report covers (i) the Contract Specific Work Force or (ii) the Company's Total Work Force (in the event the contract specific work force cannot be separated out). 5. Contractor Federal Employer Identification number or payee identification number (prime contractor i.d. on summary report); check to indicate prime or subcontractor report. 6. Contract Amount is dollar amount based on terms of the contract. 7. Contract number is the agency assigned number given to the contract (seven digits). 8. Location of work including county and zip code where work is performed. 9. Indicate Product or Service provided by contractor (brief description). 10. Contract start date is month/day/year work on contract actually began. 11. Contractor's estimate of the percentage of work completed at the end of this reporting period. FEDERAL OCCUPATIONAL CATEGORIES: The contractor's work force is broken down and reported by the nine Federal Occupational Categories (FOC's) consistent with the Federal government's EEO-1 categories for the private sector labor force. These are: Officials and Managers, Professionals, Technicians, Sales, Office & Clerical (Administrative Support), Craft Workers, Operatives, Laborers and Service Workers. The categories are general in nature, and include all related occupational job titles. The contracting agency can provide assistance in categorizing specific jobs. TOTAL NUMBER OF EMPLOYEES: Record the total number of all persons employed in each FOC during the reporting period, regardless of ethnicity (either working on the specific contract OR in the contractor's total work force, based on the type of report indicated above). Report the total number of male (M) employees in column (1) and the total number of female (F) employees in column (2) for each FOC. In columns (3) thru (10) report the numbers of male and female minority group members employed, based on the following defined groups: • • • •

Black (not of Hispanic origin): all persons having origins in any of the Black African racial groups; Hispanic: all persons of Mexican, Puerto Rican, Dominican, Cuban, Central or South American descent of either Indian or Hispanic origin, regardless of race; Asian or Pacific Islander: all persons having origins in any of the Far East countries, South East Asia, the Indian subcontinent or the Pacific Islands; Native American or Alaskan Native: all persons having origins in any of the original peoples of North America.

TOTAL % MINORITY = TOTAL % FEMALE

=

sum of all minority group members (male and female) employed in the FOC divided by the total number of all employees in that FOC (column 1 + column 2). total number of female employees in the FOC (column 2) divided by the total number of all employees in that FOC (column 1 + column 2).

TOTALS: column totals should be calculated (sum each column) for all FOC's combined. Total minority and female percentages should be calculated as shown above, based on the column totals. SUBMISSION: The work force utilization report is to be completed by both prime and subcontractors and signed and dated by an authorized representative before submission. This Company Official's name, official title and telephone number should be printed or typed where indicated on the bottom of the form. Note: The prime contractor shall complete a report for its own work force, collect reports completed by each subcontractor, and prepare a summary report for the entire combined contract work force. The reports shall include the total number of employees in each occupational category for all payrolls completed in the reporting period. The prime contractor shall submit the summary report to the contracting agency as required by Part 142 of Title 5 of the NYCRR pursuant to Article 15-A of the Executive Law. 6/01 Boiler/AA-EEO/Forms/WF-257 Service & Consult.doc

MTA RFP 14044 – Trustee and related services

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Appendix B Forms

APPENDIX C

METROPOLITAN TRANSPORTATION AUTHORITY GUIDELINES FOR CONTRACTORS

These Guidelines have been prepared to assist Contractors in understanding the Authority's requirements and expectations for the performance of professional services and in preparing proposals for such services for the Authority's consideration. These Guidelines will become a part of the Agreement between the Contractor and the Authority. I.

GENERAL REQUIREMENTS (APPLICABLE TO ALL AGREEMENTS) Contractors shall:

A. Submit, on a monthly basis, a computer-generated Cost and Progress Report acceptable to the Authority's Project Manager. One copy shall be sent to the Department Head responsible for the work and one to the Director of Procurement. In addition to this report, and the quarterly progress report provided for in Paragraph I.B. below, the Contractor shall comply with the Planning and Scheduling requirements of Paragraph I.F. below. B. Submit a quarterly progress report (if required by the Work Statement) at the end of each calendar quarter. This shall consist of a narrative account of work accomplished in the previous quarter, a statement of work expected to be accomplished in the next quarter, an account of any unusual or difficult problems encountered, and statement of work accomplished compared to that scheduled. Two (2) copies of this report are to be sent to the Department Head responsible for the work and one to the Director of Procurement. C. Prepare minutes of meetings as required under ARTICLE X - LIAISON of the Agreement. Distribution should be as follows: 1.

One copy to each person attending the meeting.

2.

One copy to the Department Head responsible for the work.

3.

One copy to the Director of Procurement.

D. If the Agreement with the Contractor is funded in whole or in part by federal, state, city or other agencies, terms and conditions required by such agencies will be included in the Agreement and the Contractor shall comply with them. E. The Contractor shall perform no services outside the scope of its Agreement with the Authority nor shall it incur costs beyond the maximum amount obligated in the Agreement without having received direction to do so from the Director of Procurement or an appropriate Supplemental Agreement covering such services or additional funding. Page 1 of 5 MTA RFP 14044 – Trustee and related services

Appendix C

F.

Planning and Scheduling

a. Within 30 days after award of the Agreement, the Contractor shall submit to the Authority's Project Manager for his/her acceptance a project tracking schedule indicating its proposed plan and schedule to complete the work. The submission shall include a time-scaled network diagram. b. The start date of the project tracking schedule shall be the Agreement award date. The completion date shall be the Agreement completion date as specified in the Agreement. All intermediate milestones required in the Agreement shall be shown in proper logical sequence. II.

CONTRACTOR'S AGREEMENT WHOSE END PRODUCT IS A STUDY OR REPORT

A. Reports shall be printed on 8 1/2" x 11" paper, bound along the 11" side. Paper weight generally should not exceed 20 lb. bond, opaque, and covers generally should not exceed 80 lb. stock. The number of copies to be furnished will be stipulated in the request for proposal. B. Some form of mechanical binding, such as a comb binding, shall be used. Glued binding shall not be used. The name or title of the report should be imprinted on the binding. C. Graphics and artwork should be kept as simple as possible, consistent with the complexity of information to be presented. D. The number of colors used in printing should be kept to a minimum, consistent with the complexity of information to be presented. E. Drawing sizes, to the greatest extent practicable, should be kept to 8 1/2" x 11", or folded, if required, to that size. F. Before starting the report, the Contractor shall review with the Authority's Project Manager the proposed outline and content of the report and obtain the Project Manager's approval before proceeding. G. A copy of the finished report shall be forwarded to the Director of Procurement for including in the Contractor's Agreement file. H. A copy of any report required under this Agreement shall be submitted on disk in such format and language as specified by the Authority.

III.

INSURANCE REQUIREMENTS

The following provisions relating to Insurance required for this contract are incorporated into the Agreement between the Authority and the Contractor. Page 2 of 5 MTA RFP 14044 – Trustee and related services

Appendix C

A.

Required Insurance

On or before the effective date of this Agreement, the Contractor shall procure, at its sole cost and expense, and shall maintain in force at all times during the term of this Agreement, policies of insurance as herein below set forth, written by companies with an A. M. Best Company rating of Aor better and approved by the Authority and shall deliver evidence of such policies. These policies must: (i) be written in accordance with the requirements of the paragraphs below, as applicable; (ii) be endorsed in form acceptable to the Authority to include a provision that the policy will not be canceled, materially changed, or not renewed without at least thirty (30) days prior written notice to the Authority, c/o MTA Risk & Insurance Management – Standards Enforcement & Claims Unit – 2 Broadway, 21st Floor, New York, NY 10004, by Certified Mail, return receipt requested; and (iii) state or be endorsed to provide that the coverage afforded under the policies shall apply on a primary and not on an excess or contributing basis with any policies which may be available to the Authority, and also that the Consultant’s and subcontractor’s policies, primary and excess, must be exhausted before implicating any MTA policy available. (iv) In addition, Consultant’s policies shall state or be endorsed to provide that if a subcontractor’s policy contains any provision that may adversely affect whether Consultant’s policies are primary and must be exhausted before implicating any MTA policy available, Consultant’s and subcontractor’s policies shall nevertheless be primary and must be exhausted before implicating any MTA policy available. Except as otherwise provided herein, policies written on a "claimsmade" basis are not acceptable. At least two (2) weeks prior to the expiration of the policies, Consultant shall endeavor to provide evidence of renewal or replacement policies of insurance, with terms and limits no less favorable than the expiring policies. Deductibles or self-insured retentions above $100,000 will require approval from the Authority. The Consultant shall be responsible for all claim expense and loss payments within the deductible or self-insured retention. 1.

Workers' Compensation Insurance (including Employers' Liability insurance with limits of not less than $2,000,000) meeting the statutory limits of New York State. Such coverage shall not exclude the Contractors liability for "leased employees".

2.

Commercial General Liability Insurance (I.S.O. Form CG 00 01 01 96 or equivalent approved by the Authority) in the Contractor's name with limits of liability in the amount of $1,000,000 each occurrence on a combined single limit basis for injuries to persons (including death) and damage to property. If the policy is subject to an aggregate limit, replacement insurance will be required if it is likely such aggregate will be exceeded. Such policies shall include: •

Contractual coverage for liability assumed by the Contractor;

•

Contractual Liability Exclusion, applicable to construction or demolition operations to be performed within 50 feet of railroad tracks, must be voided, where necessary;

Page 3 of 5 MTA RFP 14044 – Trustee and related services

Appendix C

•

"XCU" coverage (Explosion, Collapse, and Underground Hazards) where necessary;

•

Products-Completed Operations Coverage;

•

Independent Contractors Coverage and

•

Additional Insured Endorsement (latest I.S.O. Form CG 20 l0 or equivalent approved by the Authority) naming the Metropolitan Transportation Authority (MTA) including its subsidiaries and affiliates.

3.

Business Automobile Liability Insurance Policy (I.S.O. Form CA 00 01 07 97 or equivalent approved by the Authority) in the Contractor’s name with limits of liability in the amount of $1,000,000 each accident for claims for bodily injuries (including death) to persons and for damage to property arising out of the ownership, maintenance or use of any owned, hired or non-owned motor vehicle. If the policy is subject to an aggregate limit, replacement insurance will be required if it is likely such aggregate will be exceeded.

4.

Professional Liability Insurance covering actual or alleged negligent acts, errors or omissions committed by the Contractor, his agents or employees, arising out of the work performed under this Agreement. The policy coverage shall extend to include bodily injury and property damage from negligent performance of professional service and personal injury liability coverage for claims arising out of the Work. The policy shall have limits of liability of not less than $2,000,000 per occurrence. If any deductible is applicable, such deductible shall not exceed $250,000, unless such increased deductible or retention is approved by MTA Risk and Insurance Management. The Contractor shall be responsible for payment of all claim expenses and loss payments within the deductible. If the policy is subject to an aggregate limit, replacement insurance will be required if it is likely such aggregate will be exceeded. Such insurance shall be subject to the terms and conditions and exclusions that are usual and customary for this type of insurance. If this insurance is provided on a claims-made basis, in addition to the coverage requirements above, such policy shall provide that: •

Policy retroactive date coincides with or precedes the Insureds' initial services under the Agreement and shall continue until the termination of the Agreement (including subsequent policies purchased as renewals or replacements).

•

Policy allows for reporting of circumstances or incidents that might give rise to future claims.

•

Not less than a three-year extended reporting period with respect to events which occurred but were not reported during the term of the policy.

Page 4 of 5 MTA RFP 14044 – Trustee and related services

Appendix C

The Contractor shall furnish satisfactory evidence of all policies, before any work is started, to Metropolitan Transportation Authority, Standards Enforcement & Claims Unit – MTA Risk & Insurance Management – 2 Broadway, 21st Floor, New York, NY 10004. The Authority’s Certificates of Insurance may be supplied as evidence of such aforementioned policies; however, if requested by the Authority, the Contractor shall deliver to the Authority within forty-five (45) days of the request a copy of such policies, certified by the insurance carrier as being true and complete. If a Certificate of Insurance is submitted it must: (1) be provided on the Authority’s Certificate of Insurance Form annexed to this Agreement; (2) be signed by an authorized representative of the insurance carrier or producer and notarized; (3) disclose any deductible, self-insured retention, aggregate limit or any exclusions to the policy that materially change the coverage; (4) indicate the Additional Insureds and Named Insureds as required herein; (5) reference the Agreement or Contract by number on the face of the certificate; and (6) expressly reference the inclusion of all required endorsements. If, at any time during the period of this Agreement, insurance as required is not in effect, or proof thereof is not provided to the Authority, the Authority shall have the options to: (i) direct the Contractor to suspend work with no additional cost or extension of time due on account thereof; (ii) obtain the required insurance at Contractor’s expense providing the Authority with coverage immediately; or (iii) treat such failure as an occasion of default. Nothing herein contained shall be deemed to limit the Contractor’s liability to the limits of liability, coverage renewal, or replacement of the policies listed above. B.

Reports of Loss

The Contractor shall immediately file with the Authority’s Director of Risk management, a notice of any loss, claim or any occurrence likely to result in claim or loss, and shall comply with all policy conditions, including filing of proofs of loss pertaining to such occurrence or loss, with due regard for time limitations contained in the policy conditions. Should Contractor’s failure to comply with policy conditions result in the insurer’s failure to defend or indemnify the Authority, the Contractor will be responsible for the full amount of the cost to defend and indemnify the Authority. Attachment: MTA Certificate of Insurance form.

BOILER/Guidelines/Appendix C.doc Rev.9/08

Page 5 of 5 MTA RFP 14044 – Trustee and related services

Appendix C

Guidelines for Submission of Evidence of Insurance

MTA HEADQUARTERS AGREEMENTS These are basic acceptance guidelines-read your agreement for specific insurance requirements. Policies must be written by Carriers rated A-/VII or better to be acceptable to MTA & MTA’s Operating Agencies

1.

General Requirements:  Use MTA Headquarter Certificate if contract applies to only MTA Headquarters;  Use Joint Agency Certificate if contract applies to more than one MTA Agency;  ACORD Certificate may be used for operating-funded contracts under $250,000 unless otherwise noted in agreement. On the Certificate, you are required to:  Reference the Agreement or Contract #;  Disclose any deductible, self-insured retention, sub-limit or aggregate limit;  Provide insured’s telephone number, contact person and e-mail address;  Must be signed by an Authorized Representative of the Insurance Carrier or Producer and notarized.  Insurance expiration dates may not be within 30 days of submission unless written assurance from the authorized broker that the policy (s) will be renewed with the same terms and conditions is submitted with the certificate.  Select / Check (✔) the appropriate boxes for Additional Insured / Additional Named Insureds and/or Loss Payees,

2.

Minimum Coverages (Refer to Agreement for Specific Insurance Requirements): a. Workers’ Compensation  The New York State Insurance Fund form is acceptable. • If a company is located out of state, an "All States" endorsement is required • NYS Sole Proprietors may provide CE-200 form as documentation of exemption status. Others may provide a letter from their accountant or attorney as evidence of exemption. b. General Liability (Refers To Primary and Umbrella/Excess Liability Policies)  Minimum limits of Commercial General Liability may be satisfied by a combination of primary and umbrella / excess policies and must follow form of the underlying policy and be extended to “drop down” to become primary in the event the primary policy is exhausted.



A physical copy of the Additional Insured Endorsement (I.S.O. Form CG 20 10 1185 version or equivalent) reflecting the policy number(s) and covering the required indemnitees in your agreement must accompany the certificate of insurance.

c. Railroad Protective Liability (RRPL) / Builder’s Risk • A Certificate of Insurance is not acceptable proof of these coverages: an insurance binder must be provided pending issuance of actual policy. • RRPL binder must list all required Named Insured (indemnitees). • Actual policies must be submitted within 30 days from issuance of binder. d. Environmental Coverages - Contractor or its sub-contractor may provide: • Contractor’s Pollution Liability coverage must be endorsed to include the additional insureds per terms of contract and a copy of the physical endorsement must accompany the certificate of insurance. • Pollution Legal Liability coverage must be endorsed to include the additional insureds as required in your contract. Evidence of coverage can be satisfied by the following: • Stand alone Pollution Legal Liability policy listing the Non-Owned Disposal Site • A Non-0wned Disposal Site Endorsement to the Contractors Pollution Liability policy. • A certificate of insurance from the disposal facility adding the applicable Agency (s) as additional insured. • The Hauler must provide evidence of their Business Auto Liability policy with copies of the MCS90 & CA9948 endorsement, e.

3.

Joint Venture • If the Contractor/Consultant is a Joint Venture, the joint venture shall provide evidence of liability insurance in the name of the Joint Venture. o If insurance is not purchased in the name of the Joint Venture, the member with the majority ownership interest in the joint venture must endorse its general liability policy to name the Joint Venture as an “ADDITIONAL NAMED” insured.

Provide Signed Certificate or a Certified Copy(s) of the actual Policy(s) to: st Mailing Address: MTA Risk and Insurance Management Dept., Standards, Enforcements and Claims Unit, 2 Broadway, 21 floor, New York, NY 10004. INS-PROCEDURE-GUIDELINES – MTARIM -10-13

Capital Contract Operating Contract

Metropolitan Transportation Authority CERTIFICATE OF INSURANCE Headquarters Agreements AGREEMENT or CONTRACT NAME/DESCRIPTION: Trustee and related services

AGREEMENT or CONTRACT #: RFP 14044 INSURANCE PRODUCER:

CERTIFICATE ISSUANCE DATE:

REFERENCE #:

DATE RECEIVED:

ADDRESS: PHONE #: INSURED:

CO LTR

ADDRESS:

A

NAIC #

B

NAIC #

C

NAIC #

D

NAIC #

E

NAIC #

F

NAIC #

G

NAIC #

COMPANIES AFFORDING COVERAGE

PHONE #:

CERTIFICATE HOLDER:

Metropolitan Transportation Authority Attention: Risk & Insurance Management

ADDRESS:

2 Broadway 21st Floor New York, NY 10004 (646) 252-1430

Phone #:

COVERAGES (See Notes 1 and 2) CO LTR

TYPE OF INSURANCE GENERAL LIABILITY Commercial General Liability Form Underground Expl.& Collapse Hazard Products/Completed Operations Contractual Liability Independent Contractors Fifty Foot Exclusion Removed Personal & Advertising Injury SIR/Deductible $

AUTOMOBILE LIABILITY Any Auto Owned Autos Hired Autos Non-Owned Autos

GARAGE LIABILITY Any Auto

EXCESS LIABILITY Umbrella Form Other Than Umbrella Form SIR/Deductible $ WORKER’S COMPENSATION AND EMPLOYER’S LIABILITY USLH Jones Act “All States” Coverage

POLICY NUMBER

EFFECTIVE DATE

EXPIRATION DATE

LIMITS BI & PD COMBINED OCCURRENCE

$

GENERAL AGGREGATE

$

PRODUCTS/COMPLETED OPERATIONS AGGREGATE

$

OTHER

$

BODILY INJURY (Per Occurrence)

$

PROPERTY DAMAGE (Per Occurrence

$

BODILY INJURY/PROPERTY DAMAGE COMBINED SINGLE LIMIT (Each Accident

$

AUTO ONLY EACH ACCIDENT

$

OTHER THAN AUTO ONLY

EA ACC

$

AGG

$

EACH OCCURRENCE

$

AGGREGATE

$

STATUTORY LIMITS EMPLOYER’S LIABILITY

$

PROFESSIONAL LIABILITY Includes Pollution Liability Deductible $

$

OTHER:

$

OTHER:

$

OTHER:

$

EVIDENCE OF RAILROAD PROTECTIVE LIABILITY AND/OR BUILDER'S RISK INSURANCE, WHEN APPLICABLE, REQUIRES SUBMISSION OF THE ORIGINAL POLICY. THE ORIGINAL BINDER(S) WILL BE ACCEPTED, PENDING ISSUANCE OF THE ORIGINAL POLICY(S). Revised 10/13

CERTIFICATE OF INSURANCE

HQ

(Continued) Page 2

LIABILITY COVERAGES:

PROPERTY COVERAGES:

ADDITIONAL INSUREDS (See Note 3) Check all that apply  Coverage: General Liability, Garage Liability, Excess/Umbrella Liability Contractor’s Pollution Liability, Pollution Legal Liability, etc.

(See Note 3) Check all that apply  ADDITIONAL NAMED INSUREDS/LOSS PAYEE Property, Builder’s Risk, etc.

For all MTA Headquarter Agreements Metropolitan Transportation Authority and the respective affiliates and subsidiaries existing currently or in the future and successors to each Indemnified Parties listed herein.

LOSS PAYEE Coverage: Crime Insurance, Valuable Papers For all MTA Headquarter Agreements Metropolitan Transportation Authority and the respective affiliates and subsidiaries existing currently or in the future and successors to each Indemnified Parties listed herein.

For all MTA Grand Central Terminal Agreements (or when work is performed at Grand Central Terminal) Metro-North Commuter Railroad Company Connecticut Department of Transportation Midtown Trackage Ventures LLC Midtown TDR Ventures LLC Argent Ventures LLC For all MTA – 2 Broadway Agreements (when work is performed at 2 Broadway) New York City Transit Authority (NYCT), Triborough Bridge & Tunnel Authority (B&T), Metro-North Commuter Railroad Company (MNR), Long Island Rail Road (LIRR), MTA Capital Construction Co., Metropolitan Transportation Authority (MTA) and its subsidiaries and affiliates, and the City of New York (as owner), United States Trust Company of New York as Trustee under the 2 Broadway Ground Lease Trust, Two Broadway LLC, ZAR Realty, and Transwestern Commercial Services New York, L.L.C. and the respective affiliates and subsidiaries existing currently or in the future and successors to each Indemnified Parties listed herein. Other:

For all MTA Grand Central Terminal Agreements (or when work is performed at Grand Central Terminal) Metro-North Commuter Railroad Company Connecticut Department of Transportation Midtown Trackage Ventures LLC Midtown TDR Ventures LLC Argent Ventures LLC For all MTA – 2 Broadway Agreements (when work is performed at 2 Broadway) New York City Transit Authority (NYCT), Triborough Bridge & Tunnel Authority (B&T), Metro-North Commuter Railroad Company (MNR), Long Island Rail Road (LIRR), MTA Capital Construction Co., Metropolitan Transportation Authority (MTA) and its subsidiaries and affiliates, and the City of New York (as owner), United States Trust Company of New York as Trustee under the 2 Broadway Ground Lease Trust, Two Broadway LLC, ZAR Realty, and Transwestern Commercial Services New York, L.L.C. and the respective affiliates and subsidiaries existing currently or in the future and successors to each Indemnified Parties listed herein. Other:

NOTE 1:

The subscribing insurance company(s), authorized to do business in the State of New York, certifies that insurance of the kinds and types and for limits of liability herein stated, covering the Agreement/Contract herein designated, has been procured by and furnished on behalf of the Insured and is in full force and effect for the period listed on the front of this Certificate of Insurance. In addition, the subscribing insurance company(s) certifies that the insurance limits for General Liability Insurance are not amended by deductible clauses of any nature except as has been disclosed to and approved by the Metropolitan Transportation Authority; and that coverage is afforded for the Insured’s obligations under that provision of the contract providing for indemnification of the Indemnified Parties, including the Metropolitan Transportation Authority, named therein. When applicable, the subscribing insurance company(s) certifies that any exclusion applying to construction or demolition operations on or within fifty (50) feet of railroad property (stations, yards, tracks, etc.) has been removed.

NOTE 2:

Should any of the policies referred to herein be canceled, changed or not renewed, notice should be delivered in accordance with the policy provision to: Metropolitan Transportation Authority c/o MTA Risk and Insurance Management Department, 2 Broadway, 21st Floor, New York, NY 10004.

NOTE 3:

All references to Additional Named Insureds and Additional Insureds include those entities’ directors, officers, employees, partners, agents, subsidiaries and affiliates.

NOTE 4:

This certificate is issued to the Certificate Holder in consideration of the Agreement/Contract entered into with the named insured. It is understood and agreed that the certificate holder relies on the certificate as basis for continuing such Agreement/Contract with the name insured. AUTHORIZED INSURER/PRODUCER _______________________________________________ BY

_______________________________________________ (signature of authorized Insurer/Producer)

TITLE _______________________________________________ STATE OF

) ) s.s. )

COUNTY OF

On this _______ day of _______________________ 20___, before me personally came ___________________________________, to me known, who being duly

sworn,

did

depose

and

say

that

he/she

resides

in

______________________________________________,

that

he/she

is

the

__________________________________ of the corporation and described in and which executed the foregoing Certificate of Insurance, that he/she is fully authorized to execute the foregoing Certificate of Insurance. _________________________________________________________________ (Notary Public)

CERTIFICATES OF INSURANCE MUST BE COMPLETED BY AUTHORIZED INSURANCE REPRESENTATIVES ONLY. Revised 10/13

ATTACHMENT D OMNIBUS PROCUREMENT ACT PROVISIONS

BID/CONTRACT CLAUSES FOR ALL CONTRACTS FOR IMPLEMENTATION OF THE OMNIBUS PROCUREMENT ACT OF 1992, CHAPTER 844, LAWS OF 1992

1.

It is the policy of New York State to maximize opportunities for the participation of New York State business enterprises, including minority and women-owned business enterprises as bidders, subcontractors and suppliers on its procurement contracts.

2.

Information on the availability of New York State subcontractors and suppliers is available from: Empire Economic Development Agency Division of Minority & Women Business Development 30 South Pearl Street Albany, NY 12245 Telephone: (518) 292-5250

3.

A directory of minority and women-owned business enterprises is available online at: www.empire.state.ny.us Bidders/Proposers who have a question concerning the Directory, or who wish to obtain a copy of the Directory on disk (until April 1998) should contact: Empire Economic Development Agency Division of Minority & Women Business Development 30 South Pearl Street Albany, NY 12245 Telephone: (518) 292-5250 A copy of this Directory may also be inspected at: Metropolitan Transportation Authority Office of Civil Rights Two Broadway, 16th Fl. New York, NY 10004 Telephone: (646) 252-1368

Page 1 of 2 MTA RFP 14044 – Trustee and related services

Attachment D

4.

As required by the New York Omnibus Procurement Act of 1992, if the amount of this contract is $1 Million or more, the firm which has entered into this contract agrees to the following: A. Contractor has made reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers and subcontractors on this contract, and has retained the documentation of these efforts, to be provided upon request to the State of New York. B. Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261), as amended. C. Contractor agrees to make reasonable efforts to provide notification to New York State residents of employment opportunities on this contract through listing any such positions with the Job Service Division of the New York State Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. Contractor agrees to document these efforts and to provide said documentation to the State, upon request. D. Contractor acknowledges that New York State may seek to obtain offset credits from foreign countries as a result of this contract, and agrees to cooperate with the State in these efforts.

Rev. 2/99 Boiler/Omnibus Proc. Act/Attach.D.doc

Page 2 of 2 MTA RFP 14044 – Trustee and related services

Attachment D

ATTACHMENT E PROMPT PAYMENT REGULATIONS

TO:

Potential Suppliers of Goods and Services to the Authority

FROM:

Clifford Shockley, Director, Procurement

RE:

Prompt Payment of Invoices

Effective April 30, 1988, the Prompt Payment Regulations of the Metropolitan Transportation Authority ("MTA") are in effect. Under the regulations, a MTA contractor is entitled to be paid promptly and, if MTA does not do so, to be paid interest. This policy applies to all contracts entered into on or after April 30, 1988. Generally, the MTA must pay an amount due a contractor within 30 days after receipt by MTA's designated payment office of a proper invoice, or the receipt of goods or services, whichever is later. If MTA does not do so, it must pay interest at the rate set for corporate taxes. Effective January 3, 2011, the MTA Business Service Center (BSC) will begin processing all invoices for the MTA. This includes MTA headquarters, NYC Transit, Staten Island Railway, Long Island Rail Road, Long Island Bus, Metro-North Railroad, Bridges and Tunnels, Capital Construction, and the Bus Company. A copy of the MTA's Statement of Rules and Regulations with respect to Prompt Payment are available by calling or writing: Director of Procurement MTA Business Service Center 333 W. 34th Street, 10th fl. New York, NY 10001 (646) 376-0098 Thank you.

Rev. 1/11 Boiler/Prompt Payment/Attach.E.doc

MTA RFP 14044 – Trustee and related services

Page 1 of 1

Attachment E

ATTACHMENT F COMPLIANCE WITH NEW YORK STATE FINANCE LAW, SECTIONS 139-j AND 139-k (THE “LOBBYING LAW”)

All procurements by the Authority in excess of $15,000 annually, are subject to New York State’s State Finance Law Sections 139-j and 139-k, effective January 1, 2006 (“Lobbying Law”). Pursuant to the Lobbying Law, all “contacts” (defined as oral, written or electronic communications with the Authority intended to influence a procurement) during a procurement must be made with the designated Point of Contact only. Exceptions to this rule include written questions during the bid process, communications with regard to protests, contract negotiations and RFP conference participants. Nothing in the Lobbying Law inhibits any rights to make an appeal, protest or complaint under existing administrative or judicial procedures. Violations of the policy regarding permissible contacts must be reported to the appropriate Authority officer and investigated accordingly. First violation may result in a determination of non-responsibility and ineligibility for award to the violator and its subsidiaries, affiliates and related entities. The penalty for a second violation within four (4) years is ineligibility for bidding/proposing on a procurement and/or ineligibility from being awarded any contract for a period of four (4) years. The Authority 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. Violations found to be “knowing and willful” must be reported to the Authority’s Executive Director and OGS. Moreover, the statutes require the Authority to obtain certain affirmation and certifications from bidders and proposers. This Attachment F contains the forms to comply, with additional information and instructions. The forms, which are attached hereto, must be completed by the Bidder/Proposer in order to comply with the Lobbying Law: Form 1 - Disclosure of Prior Non-Responsibility Determinations Form 2 - Bidder’s/Proposer’s Affirmation and Certification

Note: Failure to complete and return the forms with your Bid/Proposal may cause the Bidder/Proposer to be deemed non-responsible.

REV. 7/06 Boiler/LobbyLaw/Attach.F.doc

Page 1 of 1 MTA RFP 14044 – Trustee and related services

Attachment F

COMPLIANCE WITH NEW YORK STATE FINANCE LAW, SECTIONS 139-j AND 139-k (THE “LOBBYING LAW”) Form 1 DISCLOSURE OF PRIOR NON-RESPONSIBILITY DETERMINATIONS Additional Information and Instructions: New York State Finance Law §139-k(2) obligates the Authority to obtain specific information regarding prior non-responsibility determinations. This information must be collected in addition to the information that is separately obtained pursuant to State Finance Law §163(9). In accordance with State Finance Law §139-k, an offerer must be asked to disclose whether there has been a finding of non-responsibility made within the previous four (4) years by any Governmental Entity due to: (a) a violation of State Finance Law §139-j or (b) the intentional provision of false or incomplete information to a Governmental Entity. As part of its responsibility determination, State Finance Law §139-k(3) mandates consideration of whether an offerer fails to timely disclose accurate or complete information regarding the above nonresponsibility determination. In accordance with law, no procurement contract shall be awarded to any offerer that fails to timely disclose accurate or complete information under this section, unless the factual elements of the limited waiver provision can be satisfied on the written record.

Name of Bidder/Proposer: _____________________________________________________________ Address: ____________________________________________________________________________ __________ _________________________________________________________________ Name and Title of Person Submitting this Form: ____________________________________________ 1. Has any governmental entity* made a finding of non-responsibility regarding the Bidder/Proposer in the previous four years?

No

Yes

2. Was the basis for the finding of the Bidder’s/Proposer’s nonresponsibility due to a violation of State Finance Law §139-j?

No

Yes

3. Was the basis for the finding of Bidder’s/Proposer/s nonresponsibility due to the intentional provision of false or incomplete information to a governmental entity?

No

Yes

If yes, please answer the following questions:

4. If you answered yes to any of the above questions, please provide details below regarding the finding of non-responsibility:

Page 1 of 2 MTA RFP No. 14044 – Trustee and related services

Attachment F: Form 1

- Governmental Entity: ______________________________________________________________ - Year of Finding of Non-responsibility: ________________________________________________ - Basis of Finding of Non-responsibility: ________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ (Add additional pages as necessary) 5. Has any governmental entity terminated or withheld award of a procurement contract with the Bidder/Proposer due to the intentional provision of false or incomplete information?

No

Yes

6. If you answered yes to Question 5, please provide details below: - Governmental Entity: ______________________________________________________________ - Year of Finding of Non-responsibility: ________________________________________________ - Basis of Finding of Non-responsibility: ________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ (Add additional pages as necessary)

Offeror certifies that all information provided to the Authority with respect to State Finance Law Section 139-k is complete, true and accurate. By: ___________________________________________________ Date: ______________________ Signature Name: _________________________________ Title: _____________________________________

*A “governmental entity” is: (1) any department, board, bureau, commission, division, office, council, committee or officer of New York State, whether permanent or temporary; (2) each house of the New York State Legislature; (3) the unified court system; (4) any public authority, public benefit corporation or commission created by or existing pursuant to the public authorities law; (5) any public authority or public benefit corporation, at least one of whose members is appointed by the governor or who serves as a member by virtue of holding a civil office of the state; (6) a municipal agency, as that term is defined in paragraph (ii) of subdivision (s) of section one-c of the Legislative Law; or (7) a subsidiary or affiliate of such a public authority. (SFL §139-j, paragraph 1.a.)

Rev. 7/06 Boiler/LobbyLaw/Attach.F/Form1.doc

Page 2 of 2 MTA RFP No. 14044 – Trustee and related services

Attachment F: Form 1

COMPLIANCE WITH NEW YORK STATE FINANCE LAW, SECTIONS 139-j AND 139-k (THE “LOBBYING LAW”) Form 2 BIDDER’S/PROPOSER’S AFFIRMATION AND CERTIFICATION By signing below, the Bidder/Proposer: a)

Affirms that the Bidder/Proposer understands and agrees to comply with the policy regarding permissible contacts as required by New York State Finance Law §139-j and §139-k.

b)

Certifies that all information provided to the Authority with respect to State Finance Law §139-j and §139-k is complete, true and accurate.

By: Date:

____________________________________________________________ (Signature of Person Certifying) ____________________________________________________________

Print Name:

____________________________________________________________

Print Title:

____________________________________________________________

Bidder/Proposer or Contractor/Consultant: _____________________________________________________ (Full Legal Name) Address:

____________________________________________________________ ____________________________________________________________ ____________________________________________________________

Business Telephone Number: _______________________________________________________

THE AUTHORITY’S RIGHT TO TERMINATE The Authority reserves the right to terminate a Contract in the event it is found that the certification filed by the Contractor/Consultant, as Bidder/Proposer, in accordance with New York State Finance Law §139-k was intentionally false or intentionally incomplete. Upon such finding, the Authority may exercise its termination right by providing written notification to the Contractor/Consultant in accordance with the written notification terms of the Contract. Boiler/LobbyLaw/Attach.F/Form2.doc Rev. 7/06

Page 1 of 1 MTA RFP No. 14044 – Trustee and related services

Attachment F: Form 2

ATTACHMENT G METROPOLITAN TRANSPORTATION AUTHORITY VENDOR CODE OF ETHICS PROPOSER’S CERTIFICATION OF COMPLIANCE The Metropolitan Transportation Authority has adopted a Vendor Code of Ethics (the “Code”), which is applicable to all Vendors, as defined by the Code, involved in the procurement process for the award and performance of this Contract. Additional information concerning the MTA Vendor Code of Ethics is contained in the contract documents. All Vendors involved in this Request for Proposals (“RFP”) and during the performance of any resultant contract are subject to the Code, which is available for Proposer’s immediate review on the MTA website at www.mta.info/mta/procurement/vendor-code.htm. Accordingly, all Proposers must certify compliance with the Code.

Proposer’s Certification of Compliance with the Code Consistent with the terms of the MTA Code of Ethics, which are incorporated herein by reference, the undersigned Proposer hereby certifies that during the course of this RFP and any resultant Contract: 1.

The Proposer has notice of all of the terms of the Code;

2.

No gift, as defined by the Code, has been or will be offered to the Authority in connection with this RFP or any resultant contract;

3.

No conflicts of interest exist or will exist;

4.

All officers and personnel of the Proposer who have interacted or will interact with the Authority have been or will be provided a copy of the Code; and

5.

The Proposer will obtain certifications similar to those made herein from all of its lower tier subcontractors, subconsultants and suppliers that the Proposer engaged or are being solicited for work under any contract resulting from this procurement. Receipt and retention of these lower tier certifications shall be subject to audit by the Authority.

By:

___________________________________________

____________

(Signature of Person Certifying)

(Date Signed)

Print Name: ________________________________________________________________ Print Title: ________________________________________________________________ Bidder/Proposer or Contractor/Consultant: _________________________________________________________________ (Full Legal Name) Address: ________________________________________________________________ ________________________________________________________________ Business Phone No.:

_________________________________________________________________

Rev.10/06 Boiler/CodeOfEthics/RFP/Attach.G.doc

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Attachment G

ATTACHMENT H IRAN DIVESTMENT ACT - CERTIFICATION

Pursuant to New York State Finance Law §165–a, Iran Divestment Act of 2012, the Office of General Services is required to post on its web site http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf a list of persons who have been determined to engage in investment activities in Iran (“the List”), as defined in that Act. Under Public Authorities Law § 2879-c, Iranian Energy Sector Divestment, the Authority, may not enter into or award a Contract unless it obtains a certification from a Bidder, who shall check the box and make the certification in Subparagraph a, below, that they are not on the List. If that certification cannot be made, the Authority may consider entering into a Contract, on a case by case basis if the Bidder checks the box and makes the certification in Subparagraph b, below, that their Iran investment is ceasing. For purposes of this provision, a person engages in investment activities in Iran if: (A) the person provides goods or services of twenty million dollars or more in the energy sector of Iran, including a person that provides oil or liquefied natural gas tankers, or products used to construct or maintain pipelines used to transport oil or liquefied natural gas, for the energy sector of Iran; or (B) the person is a financial institution that extends twenty million dollars or more in credit to another person, for forty-five days or more, if that person will use the credit to provide goods or services in the energy sector in Iran. The Certification is as follows:

a.

Certification that the Bidder is not on the List: Each person, where person means natural person, corporation, company, limited liability company, business association, partnership society, trust, or any other nongovernmental entity, organization, or group, and each person signing on behalf of any other party, certifies, and in the case of a joint bid or proposal 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, or,

b. Certification that the Bidder’s investment in Iran is ceasing: The person cannot make the certification in Subparagraph a, above, but asks the Authority to consider them for award of the Contract by certifying, under penalty of perjury, that the person’s investment activities in Iran were made before April 12, 2012; the person’s investment activities in Iran have not been expanded or renewed after April 12, 2012; and the person has adopted, publicized and is implementing a formal plan to cease its investment activities in Iran and to refrain from engaging in any new investments in Iran.

_________________________________ Signature/Date

____________________________ Printed Name and Position

Page 1 of 1 MTA RFP No. 14044 – Trustee and related services

Attachment H