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New York- LPB Training
Ernie Hesling

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Identification Type

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• 1:N (Many) - 1:N Identificationisthe processof comparingthe image

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The identification type 1:N, sometime called 1 to many is the process of
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is found a case is created.

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The identification type 1:R is called 1 to Record - 1:R Identification is the
process of comparing the image template for one person to that same
person's historical set of templates expecting to see like facial features. If
likeness is NOT found a case is created.

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Main Screen - Cases
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FRS Framework

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• In Use - an investigation is started and the investigator is actively looking at the
search results. While in use, no other users can edit the case. The status does not
change until the investigator saves the work, completes and closes the file, or logs
out of the FAS application.
• No Matches - the probe has no matches. This status is used only for manual
identifications, watch list identifications and managed cleanse.
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database.
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investigation and processing.
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not yet started. If the Case Status is New, the row is highlighted in red.

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Level of the investigation.
Possible levels are: Possible Data Error or Resolved Data Error.
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(Cases tab)

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Created Date Date the case was created using the format YYYY-MM-DD.
DFI Case Number
Case number from the NY System of Record; the
alphanumeric imported from Face Explorer.

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 Viewing a Case- MOVE TO - DFI
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Select the reason for moving the case from the Move to: drop-down menu on the probe or the
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Click Move to.
The case is moved to the Cases Tab

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Record View

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By placing the cursor over an Icon or the color that surrounds the image, a
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The default view is the front Portrait view however you may want to compare
signatures. Click on the drop down list box to the top right of the Image and
select Applicant Signature. Select applicant signature in the other view as
well to display side by side signatures. You can also zoom in on the
signatures by clicking on the signature to launch the zoom tool. To view the
images again change the drop down list box to front Portrait on both the
probe and candidate.

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the selected image is enlarged

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Open the record you want to convert into dossier form. Select the Case
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Case Dossier

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Move Data Case to Possible Data Error *

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Select the reason for moving the case from the Move to: drop-down menu on
the probe or the candidate

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Changing Record Status

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Click Save Changes to save the change. This selection saves your work, but
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Final Disposition of a Case *

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A Confirmation screen is displayed. Assign a DFI Case Number to the case
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screen without saving the change.

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Enter your User ID, Password and Domain and then click Login.
You are logged into FRS Admin; the Reports screen is displayed.

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Administration Portal

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To search for enrollment records using Search Options
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Select Reset at any time to clear the Search Options fields.

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Select Edit. The Edit Record window is displayed.
If necessary, click and drag the crosshairs to adjust the center point of the
eyes on the displayed image.

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Quality Scores *

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The quality score indicates how well the system generates an accurate
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scores for enrolled portraits to ensure good quality portraits are enrolled.
Each enrolled template displays a score from O (lowest quality) to 10
(highest quality).

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The Disposition Report displays a summary count of the reasons given by
investigators when a case is marked for disposition for the selected date
range. Possible reasons for marking a case as closed include data errors,
resolved criminal activity, or no issues. The results are sorted by Date.
Select a specific investigator to further filter the results.

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When available on a report, use the drop-down menus to select any other
report criteria, such as case origin, workflow type, sort field, user ID,
investigator, enroll status, or manual enroll.
Click Generate Report. The report is displayed on the screen.
If you want to save or open the report, select PDF or CSV from the format
drop-down menu. Click Export
The file is generated and downloaded by default to the Downloads folder on
your PC. Choose to Open the file and/ or go to the Downloads folder using
the links at the bottom of the screen.

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Ernie Hesling

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Welcome Facial Recognition Training. This will give the user an introduction
to Facial Recognition including but not limited to Facial Recognition
terminology, technology and the workflow overview.

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110091

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process of comparing the image template for one person to that same
person's historical set of templates expecting to see like facial features. If
likeness is NOT found a case is created.

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110092

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Starting an Investigation - DFI Limited
Investigator
The first step is to review and sort through new
Cases to determine if there is potential for fraud.
The Investigator can:

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•View a case from the Cases or Scrub tab
•Comparing an Image (Probe) to Candidates List
•Clear a case as passed with no issues or
Resolve.
•Add case notes and upload file attachments(will
follow current process to use record notes and
existing documentation process)
•Add record notes
•Move a Automated Lead to Cases tab.

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The first role we will discuss is the role of the Examiner which is to review and sort through new
Cases to determine if there is potential for fraud, data error or Clear and close the case with No
Issues.
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•View a case from the Cases list also called the Cases tab as you will see shortly. The Cases in
this list are the automatic identification that occurred overnight. Recall if a candidate matched
above a set threshold to the Probe, a case was automatically created and placed in the common
Cases list. On the Cases list also called the Cases tab the Investigator using their skills can Clear
and Close the case with No Issues. If an Investigator suspects fraud or data error they can Add
notes and upload appropriate file attachments that might be helpful with the investigation. It is
important for each of the user roles to add notes and appropriate attachments to help you or other
Investigators when they view the case. Once the Investigator adds all appropriate notes and
attachments the Investigator would move the Case to Research. Moving the case to Research
moves the case to another list called the Cases List. The cases list is also called the Cases tab.
The cases tab is a common list of cases that need further research by Investigators, Senior
Investigators or Supervisors. Now Let get introduced to the Bl Tool.

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Once logged in and depending on your user role a series of tabs will be
displayed as shown top left. The default tab is the Cases List tab that we
mentioned earlier and will describe in greater detail on the next slide. In the
upper right corner the About link allows you to bring up a new window that
display the version of the software and copyright information. The log off
button will log you out or can close the browser using the Red X in the upper
right corner of the window. The bottom right of the window displays the user
level or what we have been calling user role. In this example the user is
logged in as a FRS Super Investigator level. This level is also known as
Supervisor role. Your naming will likely be simplified on your system. The
bottom left of the window displays the User that is logged in and in this
example the username is nssuper1. In the next slide we will learn more
about the Cases tab and other options allowing you to navigate and filter
your results.

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were automatically created by the FRS System that have resulted in at least
one or more matches of the Probe to Candidate. This example is at DFI
Limited Investigator user level which only has the Automated Leads tab
and the Cases Tab. Notice just under the tabs there is a sub tab called
List View. List View is the default view on the tabs. To open a case,
double click on the row you want to view. We will describe other features of
the other tabs in greater detail on the next few slides. Some information on
this and other slides was grayed out as it may contain personal information.

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Main Screen

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Using the arrow keys at the bottom of the List View you can navigate through
all the Cases or cases currently in the system. The inner single arrow
buttons let you move forward or backward one page at a time. The outer
buttons go to the first and last page. The bottom right display the page you
are on and the total number of pages and total number of cases. In this
example we are viewing page 1 of 18 and there is a total of 270 cases. On
the next slide we will describe the use of Filters which allows you to reduce
the list to a manageable size.

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13

 Viewing a Case

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As mentioned earlier, to open a case, double click on the case in the List view. The case opens
and the Case Details screen is displayed as shown here. Let's review the items on this page.
Notice at the top left a tab was created next to the List view tab. This is the case and the case
number is shown inside the tab. You can have multiple cases open at once. Click the red X to
close case without saving any changes. The case view by default is shown just below the List
view tab and is the 1:N gallery. 1:N meaning the identification was made using the 1:Nor 1 to
Many or in other words the entire database was searched for potential matches. We will explain
Notes & Files shortly. Just below is the Case Details. In this example the case Level is Lead
meaning it is a new lead. The Case Origin is A for Automated, meaning it was created by the
automated identification that was run overnight. The case is In Use By a user named limited
Investigator, this would usually show your user name if you opened the case. The Max. 1:N
Candidates means the maximum number of candidates was set to 25, meaning return up to 25
of the highest matches, the setting is configurable in increments of 5 up to 50. The 1:N
Threshold is set to 0. This is the default setting for manual investigations that we will explain
later. The larger image in the middle is the PROBE and the GALLERY of images being the
CANDIDATES are to the right. Just below the Probe Image is the Demographics. We will
explain the items on the top right shortly. Simply put, double clicking and opening a case
displays case status information, the probe and demographic as well as images of the
candidates. There is a lot of information to absorb. We will continue point out the items and
features as we go through this tutorial. Also it will be easier to understand once you start using
the tool.
Note: If you navigate back to the List View tab once a case is opened you must click the Reset
button in Filter Options to see the status of the case change from Ready to In Use.

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Demographics

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17

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• Click the Demographics tab to view demographic information. Information
displayed includes CID, GRN, Last Name, First Name, Middle Name, Issue
Date, DOB, Height, Gender, Eye Color, Address 1, City, State, Postal code,
Case Id, Enroll Status, Investigation Status, and DFI Case Number. Use the
scroll bars to the right of the list to view all information.

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Matching demographics for probe and candidate are highlighted in red when
viewing a Probe and Candidate Record Details screen.

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 Use the Cursor
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By placing the cursor over an Icon or the color that surrounds the image, a
message box will appear explaining either the Icon or what the color
indicates as seen in this slide.

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 Selecta Record
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Click the case that you want to view from the Automated Leads tab search
results list.

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CompareProbeto a candidate

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Click an image in the gallery. The Probe and Candidate Record Details
screen is displayed side by side for comparison. Note that the Green Star
indicates the candidate that is currently selected for side by side comparison
with the probe.

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To:
- Return to the investigations results list, click the List View sub-tab
- Close the current case details screen, click the X in the upper right corner
of the case tab.
- Zoom in on the probe or selected candidate image, click the image and the
selected image is enlarged

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AssignTo

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Select your name or the name of the investigator from the Assign to: dropdown list. This example assumes you are assigning the case to
dfinvestigator.

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Click the Assign to: button. The case is assigned to the investigator as
shown in the Assigned To column of the results list

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 Changestatus

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Select the Cases tab and the search results list is displayed.
Click the case that you want to review. The Case Details screen is displayed.
This example shows a record with a status of Suspect.

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Confirm

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A Confirmation screen is displayed. Click Confirm to confirm the status
change; otherwise click Cancel to exit the screen without saving the change.

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Click the Move to: button.

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 Side by Side- Zoom

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In this example 2 records of the same person are displayed. Click on the
magnifying glass to further enlarge or decrease the Image size. You may
want to zoom in on an image to look for a distinctive mark on the face.
When done, click to Close button to exit the Zoom tool.

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 UnlinkedZoom

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Link/Unlink
Link images to apply actions to both images.

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Unlink images to apply action to one image.
Use the Unlink button in combination with Grab and Pan, Zoom In/Out, and
Rotate buttons

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Blue scale

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Greenscale
Use this button to display images in shades of blue.
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HorizontalSplit

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Split Horizontally

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Use this button to move the slider to change the overlay splitter.

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Image zoom controls are available any time you click an individual image or
when you select the Side by Side button.

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 View Signature
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The default view is the front Portrait view however you may want to compare
signatures. Click on the drop down list box to the top right of the Image and
select Applicant Signature. Select applicant signature in the other view as
well to display side by side signatures. You can also zoom in on the
signatures by clicking on the signature to launch the zoom tool. To view the
images again change the drop down list box to front Portrait on both the
probe and candidate.

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Add a Note to a Case
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Keeping good notes is important for your records as well as other
Investigators. Clicking on the Notes & Files section on the left hand side
bring up the "Case" notes window. Case notes can be added to the middle
section in white. To the right, if other case notes existed, they would be
displayed by timestamp. Let's take a closer look at adding and viewing case
notes.

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SavedCase Notes

examiner

N

case Note3 Title

2010-07-22 11:47:20 AM

examiner

N

Case Note2 Title

2010-07-22 11:46:52 AM

examiner

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Case Notel Title

2010-07-22 11:46:23 AM

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Notes entered by a user become a permanent part of the case. The notes
are sorted by date with the most recent note at the top of the list. As shown
here the case notes section in the right side shows the Author who created
the note, a Y or N if the author created an attachment, we will show you and
example next. The title is displayed as well as the time and date the note
was created.

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Savea File to an Investigation
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To Add a File to an Investigation

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Note: There is a 10MB limit for file attachments.

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These are the types of files that can be added or attached to the case. Note,
there is a 10MB file size limit for attachments.

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Reviewinga Note in a Case
; Case Note3 Title

This is the 3rd note.

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The case title is displayed at the top and the description is displayed in the
window. Remember notes are permanent and read only. Click the close
button when finished.

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 Review Files

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The File download window allows you to Open the attachment or Save it to
your PC or Cancel all together.

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Add a Note to a Record

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The New Note window is displayed. Similar to case notes you enter your
notes in the text box, there is a 500 character limit. One feature that is
different with record or person notes is the ability to create a public or private
note. It should be noted however, Investigator user levels are not allowed to
create a private note. It should be further noted most jurisdiction require
their Investigators to create Public notes. Supervisors are allowed to see all
private notes. Type your new Note and click the save button to permanently
save the note to the record. Click the Close button to close the window.

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ReviewingNotes on a Record

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To review the notes on a record select the View Notes tab instead of the
default New Notes tab. You will see a time stamped list of al the notes with
the most recent note on top. You should also be aware there are sub tabs
for viewing notes. The default is the Public notes. To see the private notes
you can click on the Private Notes sub tab. Private notes can only be seen
by the person who entered them or a Supervisor. Again, Investigators are
not allowed to enter private notes and many jurisdictions expect others to
add public notes. Click the close button to exit the window.

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 Reviewthe CaseHistory
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Select the Case History link from the left side of the screen. The Case
History table displays a times stamped history of all changes to the case.
Let's take a closer look on the next slide.

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LinkingCases
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If you are reviewing a case and believe it is similar to another case, you can
manually link the two cases. The list of linked cases remains with the case
even if it is re-assigned to another Investigator.

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To link cases

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From an open case, select the Linked Cases link. This example selects case
ID 1658. The Linked Cases screen is displayed.

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Deleting LinkedCases
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Click OK to delete the case. Otherwise, click Cancel to cancel the
transaction.

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Create a Dossierfrom a Record

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The PDF is created with the image, signature and demographics of the
individual record. If you want to include public and private notes you can
select the check boxes at the bottom of the window and then select the Regenerate button. A new PDF will be generated with notes included.
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Create a side by side Dossier

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Click the Create Dossier button on the Probe and Candidate Record Details
screen.

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Side by Side Dossier

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You can print or send the dossier by email.
Determine which Dossier Options you want to include in the dossier. If you
want to include notes, scores, or generate dossier with smaller portrait
images, checkmark your selection(s). Note that if you select smaller images,
additional demographics are displayed. Click Generate.

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Create a CaseDossier

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The last menu option allows you to created PDF style dossier of the Case.
To create the Case Dossier of the probe and all the candidates click on the
Case Dossier link. The Dossier Options window is displayed, by default the
1:N gallery is selected. The "Only Flagged Records" checkbox allows you to
only create the dossier with flagged records. To this point in the training we
haven't talked about a flagged records but do you see the color of the probe
is Orange? The colored background indicated the records has been flagged
as Suspect. We will talk more about flagged records shortly. The "Include
Scores" check box allows you to decide whether to create a dossier with the
match scores or not. If the dossier is to be used in an investigation it is
common to NOT print the scores. As you will see shortly the default case
dossier displays the probe at the top left of the paper and all candidates in
rows of 4 images. The Court Dossier options displays the images in rows of
3. Select the Generate Dossier button to create the dossier. Let take a look
at an example.

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 Create a CaseDossier

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This is an example of the court dossier. The probe is at the top and the
candidates are below. In the default dossier if there were more than 3
candidates another image would have displayed on the right of the 3 rd
candidate as the default it 4-up or 4 per row. If the court dossier check box
was selected it would display 3 images per row. The dossier is a PDF file. It
can be saved, printed and depending on your business rules possibly
emailed to others.

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Answers

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PROBELINKICON

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Click the Link icon on the candidate FIRST record.

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LinkingRecords

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Click the Link icon on the probe record.
•If this is a newly created link set, the Link Name screen is displayed. If you
did not name the newly created link, your link set is automatically named
Link Name n (where 'n' is lowest unused number 1,2,3, etc.).
•If you want to change the name at this time, type in a link name. This
example changes the name to Suspects Market Street. Click OK.
•If this is not a newly created link set, this screen is skipped.
2
The View Link Records screen is displayed. Hover the cursor
over the image to view the case name and record number.

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Unlink a Record

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From the Link Record Images field, click the red X next to the record you
want to unlink.

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A Confirm message is displayed. Click OK to unlink the record; click Cancel
to keep the record as part of the link set.

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Changethe Name of a LinkedSet

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Select the My Links and Exclusions tab.

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Select the Link Records sub-tab.

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Select the link set from the Linked Records list. This example selects Link
Name1.

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Type the new name in the Link Name field. This example names the link
Suspects Concord Rd.

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Click Update. The updated link name appears in the Linked Records list.

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• Public exclusions do not apply to uploaded images. Public exclusions are based on
Person ID, and uploaded images do not have a Person ID.

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View Exclusions

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• Use the Exclusion icon when you have a case open

)

• Use the Links and Exclusions tab
To use the Exclusion icon
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 Removean Exclusion

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From the Exclusion Images field, click the red X next to the record you want
to remove.

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A Confirm message is displayed. Click OK to remove the image; click Cancel
to keep the image as an exclusion.

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Working on a Case- DFI Investigator
Investigators perform detailed case reviews to
determine if there is suspect activity or data error.
Investigators can perform all of the functions of an
Investigator plus ....

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•Close and Clear an Investigation
•Start a new Investigation
•Can use My Identifications
•Can use My Groups
•Find (Search) People

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•The role of Investigators is to perform detailed case reviews to determine if
there is suspect activity, data error, the case needs further investigation or
clear the case with no issues. Investigators can:

)

•View a Case from workflow tab called the Cases Tab
•Assign a Case to them self
•Review the Case History Notes and Attachments that may have been
created by others
•Create a Group of cases
•Create a Dossier for the Probe only to create a PDF file or print a hard copy
•Create a Dossier for the Case which is the Probe and All Candidates to
create a PDF file or print a hard copy
•Move a Case on for Further Investigation by Senior Level people
•Close and Clear an Investigation with No Issues
•Start a new Investigation on a Person of Interest
•Create an personal group, like a file folder of a group of individuals
•Upload a photo into the Bl system to be able to start an investigation

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New Tabs

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My Identifications Tab

·,

You can retrieve a specific case and begin a new investigation. This tab
displays a list of all manual investigations that were processed by a specific
user.

)

Find People Tab

;

This tab allows you to locate individual records in the system using criteria
entered into search fields.

)

Face Search Tab
This tab allows you to upload images to scratchpad, delete images in
scratchpad, search for images, and compare uploaded images. Images
under Face Search are also available under My Groups if you decide to start
an investigation.

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Find PeopleTab

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You can create a new search from the Find People tab. Use any of the
search fields to narrow your search results, and then click Find.

)

Click Reset at any time to clear the fields.

)

Search Option

)

CID - Client ID or Person ID number of the individual, a unique ID using a 9digit format.
GRN - Global Reference Number. This number is a unique ID of the actual
portrait image using the format: YYYYMMDDSSSCSEQ (SSS-Site code, CCamera, SEQ 0-999).
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Manually Start an Identification

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After searching and finding a person of interest you may decide to conduct a
manual identification. The manual identification searches the entire
database for matching candidates to your person of interest or what we call
the Probe. Selecting the Target or Bulls Eye Icon located at the top left of
the image will launch the Identification Options window as we will see next.

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My Identifications

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Refresh List
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The My Identifications tab contains your manual investigations. You may
need to click the Filter Reset button to Refresh the list. Just like from the
Cases and Cases tab, click on the case to open the case in detailed view.

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104

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FaceSearch

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SEARCH
BUTION

SIDEBYSIDE
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TOGGLE
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Face Search allows you to upload images to its Scratchpad and perform
searches of the uploaded images. The following figure shows the Probe,
Candidate, Results, and Scratchpad boxes and associated buttons.

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Upload an Image

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The Image Upload window is displayed.

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Click Choose File. The Open dialog box is displayed
Navigate to the location of the file, and click Open. The Image Upload screen
is displayed.

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 Searchfor Results

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Drag and drop an image from the Scratchpad box to the Probe box. (The
image in Scratchpad appears faded when it is selected.)

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Click search in the Probe box to obtain search results.

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110

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SEARCHRESULTSGRIDVIEW

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Use SearchCriteria Options

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• Enter any specific traits (gender, height range, age range, maximum
number of candidates) you want to use to narrow your results.

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• Maximum number of candidates determines the maximum number of
matches you want to be returned by the CIS. Possible number of candidates
ranges from 5 to 50 in increments of 5.
• If the Auto Search box is checked, a search is automatically started when
an image is dragged and dropped in the Probe box. This enables rapid
examination of images. If the Auto Search box is not checked, click search
in the Probe box to start a search.

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114

 ScratchpadImage UploadsAvailable

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Images that are uploaded via the Face Search tab or the My Groups tab are
available under both tabs in the Scratchpad box/group.

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116

 FRS- SupervisorLevel
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Today we are here to introduce the Issuance Tracking Application. This
application will work in conjunction with the new Central Issuance process.
Central Issuance now introduces a new set of services we will offer to our
customer and also insures them from some instances of identity fraud.

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My Watch List

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Select the Watch List icon. The Watch List settings screen is displayed.
Select specific settings you want to use from the applicable drop-down
menus.
To save your changes, click Add and the record will be visible when you
select the My Watch List tab. Click Cancel to exit the screen without saving
the change.

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120

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122

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Delete a Record

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Click the red X located to the right of the image. The name
and identification number associated with the image is displayed when the
cursor hovers over the red X.

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124

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 Add recordto a Group from Image

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Select a lineup from the listed Lineups or create a new lineup by clicking the
Add Lineup icon and entering a name for the lineup.

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Click Add. The My Lineups dialog closes.
To view the added lineup image, click the My Lineups tab. The My Lineups
tab displays the image added to the lineup.

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 Upload a File

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In the Choose File to Upload window, navigate to the location an select the
file. Select the Open button to attach the file. Now click the Save Note
button as we did before to save the attachment to the case.

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Start an Investigation

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View Assignmentsof Investigators

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Select a user from the Filter Options Assigned To drop-down list to narrow
your search

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The cases assigned to that user will be displayed.

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Click Reset to return to the original search results list

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 View the Watch Listsof Any Investigator

136

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Select the My Watch List tab.

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Select a user from the Other Users drop-down menu.

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The watch list images for the selected user are displayed. If you go to the
detailed view of the image, the Hot List settings cannot be updated.

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To return to your own Hot List images
Select Current User from the Other Users drop-down menu.

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136

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Find PeopleTab

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You can create a new search from the Find People tab. Use any of the
search fields to narrow your search results, and then click Find.
Click Reset at any time to clear the fields.

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Search Option

Description

CID - Client ID or Person ID number of the individual, a unique ID using a 9digit format.
GAN - Global Reference Number. This number is a unique ID of the actual
portrait image using the format: YYYYMMDDSSSCSEQ (SSS-Site code, CCamera, SEQ 0-999).

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138

 Reseta ClosedCase

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Click Reset Status. A message similar to the following is displayed
Click Confirm to reset the status. Otherwise, click Cancel if you do not want
to reset the status.

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Upon confirmation, the Reset Status button is no longer available on the
screen. The image background color changes to gray and the record returns
to a No Issues status.

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RecordStatus

Permanently Flagged
as Suspect
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Permanently Flagged
as Data Error

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If a record contains a Yellow background the record is Closed and
Permanently flagged as Suspect or Criminal Activity. If the color is Magenta
a red/purple color the record is permanently flagged as Data Error. Once
you get used to the different colors you can quickly identify the status of the
record. Also, if you hold your mouse over the background a tool tip will pop
up to give you the status of the record. By the way, if you hold your mouse
over any of the other buttons you will also get a tool tip.

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144

 2.3.t3.7

Issue Escalation Path

2.3.13.s

System Maintenance Tasks

The following table outlines FRS maintenance designated as Contractor-tasks and DMVtasks.

System Maintenance
Tasks
Backups

Operating System
(OS) Patches
Anti-Virus
Network/Security
VPN Access
Production Hardware
/ Support
3rd Party Software/
Support
Software System
Maintenance
Updates

2.a.14

Contractor Tasks

DMV Tasks

Contractor shall provide the plan
for backups and verify process
Contractor shall work with DMV
to schedule approved OS patches
Contractor shall work with DMV
to confirm the anti-virus update
Contractor shall comply with the
DMV network security polices
Contractor shall comply with the
VPN access security polices
Contractor provided hardware
specifications
Contractor provided 3rd party
software specifications
Contractor to provide weekly
software system maintenance
Technology Updates
FRS System Updates

DMV to provide tape rotations
and off site storage
DMV to install OS patches
DMV to provide anti-virus
OMV to provide network and
security infrastructure
OMV to provide VPN Access
OMV to provide hardware and
hardware support
DMV to provide 3rd party
software and software support

FRS Upgrades

At DMV's request, Contractor shall upgrade the database, operating system, and related software
to supported levels. Contractor shall assist in the migration of the FRS to any new hardware
components. Contractor shall have six months from DMV's request for an upgrade to prepare
for such upgrade.
Contractor has a dedicated team to introduce new features and technology into the L-1 ABISTM
(Automated Biometric Identification System) search engine and FaceEXPLORER application
suite. In-version upgrades shall be tested on the test system at Contractor's facility, using DMV
test data/images. The test system shall be comprised of the initial legacy enrollment components
plus additional servers, to simulate the DMV production environment in Albany. As new engine
technology is developed and introduced to the market, Contractor shall work with the OMV to
plan a migration path for any out of version major release. Often major releases require a new
comparison template to be created. For this type of upgrade, Contractor shall leverage the
existing test environment at its facility in order to re-template the existing database and to requalify the new system 1 before introducing it to the OMV Albany production environment.
FRS Contract #000665

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 Contractor shall work with the DMV team to ensure that new system technology is introduced in
a seamless manner, with a process similar to the initial rollout. It is anticipated that upcoming
versions will decrease the hardware requirements for this system. If available, one out of version
major upgrade shall be introduced over the three-year contract term, at no additional cost to
DMV.
2.a.1s Documentation

Contractor shall supply high-level documentation, including detailed documentation of the
connections between the FRS and DMV's IT systems. This documentation shall be provided on
a media that is agreeable to DMV.
At a minimum, this documentation shall include:
•
•
•
•
•
•
•
•
•
•

Overview of the facial recognition system;
Overview of the Central Image Database Server;
Overview of the automatic image enrollment process;
Automated Image Quality Assessment;
Overview of the manual image enrollment process;
Overview of the 1: 1 comparison process;
Overview of the 1:N comparison process;
Detailed functional requirement specifications;
Detailed interface specifications;
Acceptance test documentation.

Contractor shall provide updates to the documentation as needed, or upon request by the DMV.
Original documentation and any updates shall be provided in WORD 2003 format, or any other
standard format designated by DMV.
Contractor shall use a web-based document management portal where all documents shall be
kept updated and made available for access by authorized DMV personnel.
Contractor shall use a staged documentation development, labeling (Draft, Final, Approved) and
versioning number (major and minor revision) approach for all documents to ensure efficient
control of manuals. A change history section at the beginning of each document shall reflect the
complete history of document for changes and revisions.
2.3.16

Installed Software Inventory

Contractor shall maintain a list of all software installed on the FRS through the term of the
Contract. This inventory shall be regularly updated to reflect any changes , and the inventory
shall be provided to DMV.

All installations, whether for initial rollout or subsequent updates, shall be routed via
Contractor's Quality Assurance (QA) and release, which shall ensure that only authorized
configuration changes are included in the installation by verifying that there is traceability
between approved changes, new development, and the content of the installation. In addition,
QA shall check the completeness of the installation by ensuring all impacted deliverables (i.e.,
hardware, software and documentation) are appropriately updated. Once the installation is
FRS Contract#000665

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 approved, it shall be registered in the Configuration Management Repository and deployed at the
DMV site. Deployment may consist of a field installation or an automated system update.
Contractor uses the following Software Configuration Management Tools to ensure the
availability of updated inventory of software and documents:
•

•

•
•

2.J.11

Oracle Installed Base/ Oracle Inventory: Installed software inventory. The inventory is
maintained and managed using Oracle Part Numbers. Each release to DMV shall be
assigned a part number in this system;
AccuRev or similar: Centralized repository of all project software, code and
configuration items, fundamentally used for source code control and document version
control;
AccuDuild Manager or similar package: Used to Manage Software Releases;
Privia or similar repository: Centralized repository of the project document thmughout
the life cycle of the project and during the operations phase; proposals, contracts,
deliverables and related artifacts are maintained and tracked in the Project Portal.

Training

Contractor agrees to work closely with DMV to establish a training schedule which coincides
with the installation schedule.
Contractor agrees to provide the required number of training sessions to DMV trainers in use of
the facial recognition system to enroll and compare images at a time or times determined by the
DMV. The training session shall provide adequate preparation and materials for DMV trainers
to train other DMV staff members.
Contractor agrees to provide training in the use of the investigative browser and all of its
functions, at a time or times determined by DMV. Contractor shall provide detailed step~by~step
instructions for investigative browser to DMV's License Production Bureau (LPB) and Division
of Field Investigation (DFI) staff.
Contractor shall provide paper copies as well as electronic copies of the training materials.
Contractor shall provide 20 paper copies, and additional electronic copies in the required format,
to DMV for the first round of training. The latest electronic copies shall also be available on the
project web portal for the life of the contract.
The Contractor User Manuals and Job Aids shall provide detailed step by step instructions to
end-users for executing any functionality of the application. Patt of the Job Aid shall include a
Getting Stmted Guide to introduce end-users to the product. Similar to a tutorial, this manual
shall explain important concepts that new users will need in order to become productive quickly.
The user manual shall include the following sections at a minimum:
•
•
•
•
•

A cover page;
A title page and copyright page;
A preface, containing details of related documents and information on how to best use the
user guide;
A contents page;
Overview of the system;

FRS Contract #000665
New York DMV

24
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2/20/2009
GULaw Privacy FR

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New York State
- Department of Motor Vehicles
Facial Recognition System Contract #C000665

2120/2009

Contract #000665
New York DMV

110167

GULaw Privacy FR

 1

RECITALS ........................................................................................................................................................ l
1.1

RECITALS .................................................
:.................................................................................................
HIERARCHY OF PRECEDENCE......................................................................................................................

1.2

2

1

l

STATEMENTOFWORK ............................................................................................................................... 2
2.1

2

PROJECT OVERVIEW ...................................................................................................................................
PROJECT MANAGEMENT PLAN ...................................................................................................................

2.2

2

2.2. I
2.2.2
2.2.3

Project Tasks .........................................................................................................................................
2
Contractor Roles and Responsibilities ..................................................................................................3
DMV Roles and Responsibilities ...........................................................................................................5
2.3
SYSTEM REQUIREMENTS ............................................................................................................................
5
2.3. I
Enrollment of Legacy Image Database .................................................................................................5
2.3.2
Cleansing of Legacy Image Database...................................................................................................6
2.3.3 Daily Operations of the Facial Recognition System ............................................................................. 7
2.3.4 Investigator Support ..............................................................................................................................9
2.3.5 Reports ................................................................................................................................................ 11
12
2.3.6 DATA SECURITY ...............................................................................................................................
2.3.7 System Backup and Recovery ..............................................................................................................14
2.3.8 Disaster Recovery Plan .......................................................................................................................15
2.3.9
Daily Operation System Security Requirements .................................................................................15
2.3.10
Legacy Enrollment Site Security Requirements..............................................................................15
2.3.11
General Maintenance Requirements ..............................................................................................16
2.3.12
Application Software Distribution..................................................................................................17
2.3.13
System Support ............................................................................................................................... 19
2.3.14
FRS Upgrades................................................................................................................................22
2. 3.15
Documentation ...............................................................................................................................23
2.3. 16
Installed Software Inventmy ..........................................................................................................23
Training ..........................................................................................................................................
24
2.3.17
3

PAYMENT AND DELIVERY INFORMATION......................................................................................... 27
3.1
3.2
3.3

PURCHASE AND COST ...............................................................................................................................
DELIVERY.................................................................................................................................................
PAYMENT FOR PRODUCTS AND SERVICES.................................................................................................
ACHIEVEMENTOF MILESTONES ................................................................................................................
TAXES ......................................................................................................................................................
LATE PAYMENTS ......................................................................................................................................

3 .4
3.5
3.6

4

27
28
28
28
28
28

ADDITIONAL CONTRACTUAL PROVISIONS ....................................................................................... 30
4.1
4.2
4.3

TITLE AND LICENSE ..................................................................................................................................
OWNERSHIP OF SOFTWARE, ETC...............................................................................................................
SERVICES..................................................................................................................................................

30
30
30

4.3. I
Provision a/Services ........................................................................................................................... 30
4.3.2 Manner and Means ............................................................................................................................. 30
4.3.3 Subcontracts and Subcontractors .......................................................................................................30
DRIVERS PRIVACY PROTECTION ACT .......................................................................................................
31
4.4
4.5
4.6

INFORMATIONSECURITY BREACH AND NOTIFICATION ACT.. ...................................................................
ITEMS PROVIDED BY DMV .......................................................................................................................

DMV Provided Materials, Facilities, etc............................................................................................31
DMV Personnel...................................................................................................................................31

4.6.1
4.6.2
4.7
4.8

PROJECT SCHEDULE .................................................................................................................................
COMPLIANCEWITH SPECIFICATIONS ........................................................................................................

4.8.1
4.9

Change Orders ....................................................................................................................................
INTELLECTUALPROPERTY RIGHTS ...........................................................................................................

4.9.1
4.9.2
4.10

31
31

32
32

32
32

DMV-Provided Materials ...................................................................................................................32
Retained Ownership Rights .................................................................................................................32
LICENSE TO CONTRACTOR TECHNOLOGY ................................................................................................

4. IO.I
4. I 0.2
4.10.3

33

license ...........................................................................................................................................
33
33
Rights Reserved ..............................................................................................................................
No Reverse Engineering .................................................................................................................33

New YorkFRS
DMVContract #000665

110168
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GULaw Privacy FR
2/20/09

 4.10.4
4.11

4.11.1
4.11.2
4.12

4.15

Letter a/Credit .........................................,..................................................................................... 36
Limitation on Liabilily .................................................................................................................... 37
Liability of Contractor Secure Credentialing Division .................................................................. 37
37

CorifidentialInformation ................................................................................................................ 37
Obligations..................................................................................................................................... 37
Return or Destruction...................,................................................................................................. 38
Injunctive Relief ............................................................................................................................. 38
38
38

Duration a/Term ............................................................................................................................
38
Early Termination a/Contract Without Fault a/Contractor ......................................................... 38
Early Termination a/Contract Due to Contractor's Default ......................................................... 39
Early Termination a/Contract by Contractor................................................................................ 39

MISCELLANEOUS......................................................................................................................................

4.18.1
4.18.2
4.18.3
4.18.4
4.18.5
4.18.6
4.18.7
4.18.8
4.18.9
4.18.10
4.18.11
4.18.12
4.18.13
4.18.14
4.18.15
4.18.16
4.19
4.20
4.21
4.22

36
36

RlGHT TO PERFORM SIMILAR SERVICES...................................................................................................
TERM AND TERMINATION.........................................................................................................................

4.17.1
4.17.2
4.17.3
4.17.4
4 .18

34

By Contractor................................................................................................................................. 34
ByDMV ..........................................................................................................................................
35
Procedure....................................................................................................................................... 35

CONFIDENTIALITY....................................................................................................................................

4.15.1
4.15.2
4.15.3
4.15.4
4.16
4.17

Contractor limited Warranty.........................................................................................................34
Disclaimer ...................................................................................................................................... 34

COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE..............................................
LEITER OF CREDIT; LIMITATIONS ON LIABILITY......................................................................................

4.14.1
4.14.2
4.14.3

33
34

INDEMNIFICATION....................................................................................................................................

4.12.1
4.12.2
4.12.3
4.13
4.14

Escrow ............................................................................................................................................

LIMITED WARRANTIES AND EXCEPTIONS.................................................................................................

39

Independent Contractors................................................................................................................ 39
Compliance With Laws ................................................................................................................... 40
Notices ............................................................................................................................................
40
Severability .....................................................................................................................................
40
Force Majeure (Events Beyond Control) ....................................................................................... 40
Assignment ..................................................................................................................................... 41
Complete Agreement ...................................................................................................................... 41
Modification ................................................................................................................................... 41
41
No Waiver.......................................................................................................................................
Language ........................................................................................................................................
42
Survival .................................................................:........................................................................ 42
Public Statements ........................................................................................................................... 42
Corifiict of Interest; Non-solicitation.............................................................................................. 42
Termination For Cause .................................................................................................................. 42
Requirements Regarding Women and Minority Owned Business Development ............................ 42
Procurement Lobbying Act Termination Clause ............................................................................ 42

DISPUTES ..................................................................................................................................................
PROCUREMENTLOBBYING REQUIREMENT ...............................................................................................
CONTRACTOR CERTIFICATION..................................................................................................................
CONSULTANT DISCLOSURE LEGISLATION ................................................................................................

42
43
43
44

APPENDIX A

STANDARD CLAUSES FOR ALL NYS CONTRACTS ................................................... 48

APPENDIXB

DRIVER'S PRIVACY PROTECTION ACT (DPPA) ........................................................ 56

APPENDIXC

MEMORANDUM OF UNDERSTANDING - DPI'A ......................................................... 59

APPENDIXD

NYS PROCUREMENT LOBBYING POLICY AND PROCEDURES ............................. 63

APPENDIXE

COMPLIANCE OR NON-APPLICABILITY TO§ 5-A OF THE NYS TAX LAW ... 79

APPENDIXF

ST-220- CA ..............................................................................................................................

80

APPENDIXG

ST-220-TD ................................................................................................................................

82

APPENDIXH

INFORMATION SECURITY BREACH AND NOTIFICATION ACT ............................ 86

NYS GENERAL BUSINESS LAW SECTION 899-AA ...................................................................................................
NYS TECHNOLOGY LAW SECTION 208 ...................................................................................................................
SECURITYBREACH AND DISCLOSURE ACT REPORTING FORM ................................................................................
New York FRS
DMVContract #000665

110169
4

86
89
92
GULaw
2/20/09 Privacy FR

 APPENDIX I

CONSULTANT DISCLOSURE LEGISLATION .................................................................... 94

CHAPTER10, LAWSOF2006 ...................................................................................................................................
FORM A .................................................................................................................................................................

94
96

FORM 8 ...................................................................................................................................................................

97

APPENDIX J

TERMS AND DEFINITIONS .................................................................................................... 98

APPENDIX K

CHANGE CONTROL PROCESS & PROCEDURES ...................................................... 105

APPENDIX L

SOFTWARE ESCROW AGREEMENT ............................................................................ 108

APPENDIX M

NYS CYBER SECURITY POLICIES ................................................................................. 109

APPENDIXN

SAMPLE PROJECT PLAN ................................................................................................ 110

APPENDIX O

HARDWARE & SOFTWARE SUMMARY ....................................................................... 113

APPENDIX P

NY FACIAL RECOGNITION SYSTEM BUSINESS CONTINUITY PLAN ................ 116

APPENDIX Q

NY FACIAL RECOGNITION SYSTEM DISASTER RECOVERY PLAN ................... 130

Contract #000665
New YorkFRS
DMV

110170
5

GULaw Privacy FR
2120109

 1 RECITALS
1.1

Recitals

This Product and Services Sales Agreement (this "Agreement" or "Contract"), dated this~
day
of~,
2009, is entered into by and between the New York State Depaitment of Motor
Vehicles, an agency of the State ofNew York, with an address at 6 Empire State Plaza, Room
138, Albany, New York 12228 ( "DMV") and L-1 Iclentjty Solutions Operating Company, a
Delaware corporation, acting through its Secure Credentialing Division, with fill address at 296
Concord Road, Billerica, MA O1821 (collectively, "Contractor").
WHEREAS, the DMV released a Request for Proposal for Facial Recognition System, dated
July 7, 2008 (the "Program");
WHEREAS, the DMV awarded a contract to Contractor under the Program;
WHEREAS, the parties mutually desire to memorialize their rights and duties under the Project
in this Agreement.
WHEREAS, this Agreement, including the Exhibits attached hereto, governs the sale of ce1iain
products by Contractor to the DMV and the supply by Contractor to the DMV of ce1iain related
installation, custom engineering, and other services related to the Products.
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set
forth below, DMV and Contractor hereby agree as follows:
1.2

Hierarchy of Precedence

In the event of any conflict of terms, the hierarchy of precedence shall be as follows with No. 1
being highest in order:
v

1. Appendix A, "Standard Clauses For All New York State Contracts"; '
2. The Agreement, inclusive of all Appendices except Appendix A;
3. The Contractor's response to the RFP
4. The RFP #C000665 issued on dated July 7, 2008;

FRS Contract #000665

New York DMV

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 // 2
2.1

STATEMENTOFWORK
Project Overview

Contractor is providing the DMV with a facial recognition system solution ("FRS") subject to
the terms and conditions of this Agreement. The Contractor shall emoll the 17 million images,
which are comprised ofDMV's legacy image database, at the Contractor's own site using only
the Contractor's own equipment. The enrolled legacy image database shall then be delivered to
DMV and loaded onto equipment (meeting the specifications required by the Contractor as
outlined in this contract) which shall be provided by DMV. The Contractor shall then install an
FRS that shall both perform 1:1 (one-to-one) and 1:N (one-to-many) searches on DMV's daily
image capture volumes, (approximately 20,000 images daily), while concurrently cleansing
(performing a 1:N search) the enrolled legacy image database. This system shall be installed at a
site designated and provided by DMV and shall only use equipment (hardware and operating
software meeting the specifications required by the Contractor as outlined in this contract)
provided by DMV.
2.2
2.2.1

Project Management Plan
Project Tasks

Based on the proposed project plan the principal high level project task along with target
completion dates are given below:
Project Task
Contract Phase
P Janning Phase
Requirements Phase
Documentation Phase
Setup and Enrollment of Legacy Database
Testing of Legacy Database Setup and Enrollment
Procurement Phase
Installation of Daily Operations Svstem
Testing of Daily Operations System
Train the Trainer
System Rollout
System Turned Over to Contractor Support for Maintenance

Start
10/14/2008
3/02/2009
3/09/2009
3/30/2009
4/13/2009
5/13/2009
3/16/2009
7/06/2009
7/10/2009
7/28/2009
7/28/2009
8/14/2009

End
3/27/2009
3/05/2009
3/27/2009
4/10/2009
7/10/2009
6/19/2009
6/05/2009
7/17/2009
7/27/2009
7/29/2009
8/14/2009
8/14/2009

The first critical task following contract finalization shall be the planning phase in which
Contractor shall meet with NY DMV staff and draft a final Project Plan reflecting the actual
implementation dates as required by the DMV and as accepted by Contractor. The final Project
Plan shall supersede the dates set forth in this Section 2.2.1. A more detailed sample project plan
can be found in Appendix N, "Sample Project Plan".
Immediately following the issuance of an agreed to project plan, Contractor and the DMV shall
have a series of meetings to generate the requirements specifications which shall govern the
design and development of the system.
FRS Contract #000665

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 2.2.2

Contractor Roles and Responsibilities

The following table identifies the Contractor's roles and responsibilities, and contact information
for the Contractor's key personnel for this project.
Leadership Team
Role
Program Manager

Name

Phone Number(s)

Email Address

James McDermott

978-932-2262

jmcdermott@LIID.com

Account Executive

Alan Chapski

508-400-1510

achapski@L 1ID .com

The roles and responsibilities of each are as follows:
Program Manager: The Program Manager (PM) shall serve as Contractor's main point of
contact with DMV for all matters dealing with this contract. The PM shall manage requirements
and deliverables; lead the project team; and manage all tasks in the development,
implementation, and delivery of the project. The PM shall also control the project and maintain
the project plan (track due dates, deliverables, design reviews and progress updates). The PM
shall lead the system requirements definition with DMV to ensure that the system meets the
defined specifications. The PM shall also conduct design reviews related to hardware and
software modules and shall work with the implementation team to assure quality engineering
installations. The PM shall be available 100% of the time prior to full system implementation
and system rollout, and as needed during ongoing maintenance and support.
Account Executive: Shall work with the Program Manager and DMV to ensure a successful
implementation.

Additional personnel may include:
Systems/Security Architect: The Systems/Security Architect (SSA) shall be responsible for
overall system architecture. The SSA shall work on the development of design specifications
and requirements. The SSA shall develop procedures to ensure the integrity of data, and
reliability of systems, and shall contribute to the development oftest plans and requirements.
The SSA shall participate in the development of the Facial Recognition System design, and in
design reviews and technical reviews. The SSA shall provide technical advice to the PM. The
SSA shall be available 70% of the time during design, development, test and implementation
phases. SSA involvement shall be reduced to 5% to 10% during ongoing operational support.
Lead Database Administrator: The Lead Database Administrator (LDA) shall manage the
setup, configuration, and administration of the enrollment, production, and test Oracle databases.
The LDA shall be available 80% of the time during design, development, test and
implementation phases. LDA involvement shall be reduced to 5% to 10% during ongoing
operational support.
Biometric Software Manager: The Biometric Software Manager (BSM) shall manage the
development of custom software features and FR business workflows. The BSM shall be
available 70% of the time during design, development, test and implementation phases. BSM
involvement shall be reduced to 5% to 10% during ongoing operational supp01t.
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 Lead Programmer Analyst: The Lead Programmer Analyst (LPA) shall manage the
development of business rules and system interfaces as they are applied to the application
workflows. The LP A shall be available 90% of the time during design, development, test and
implementation phases. LDA involvement shall be reduced to 2% to 4% during ongoing
operational suppo1t.
Programmer/Analyst: The Programmer/Analyst (PA) shall perform analysis and workflow
creation as directed by the Lead Programmer Analyst. The PA shall be available 90% of the time
during design, development, test and implementation phases. PA involvement shall be reduced
to 2% to 4% during ongoing operational support.
Lead Software Engineer: The Lead Software Engineer (LSA) shall create the customized
software and perform integration efforts. The LSA shall be available 90% of the time during
design, development, test and implementation phases. LSA involvement shall be reduced to 5%
to 10% during ongoing operational support.
Senior Product Line Manager: The Senior Product Line Manager (SPLM) shall manage FRS
system capabilities to ensure project requirements are integrated into the appropriate Product
development efforts. The SPLM shall be available 25% of the time during design, development,
test and implementation phases. SPLM involvement shall be reduced to 5% to 10% during
ongoing operational support.
Training Manager: The Training Manager (TM) shall provide all training material for Image
Collection Systems and shall be responsible for conducting formal and informal training as
required by DMV. The TM shall work closely with DMV in creating the training program and
training schedule. The TM shall be available 100% of the time during the training phase.
Onality Assurance Test Manager: The Quality Assurance Test Manager (QATM) shall
establish the Program's quality standards and shall ensure that all hardware and software are in
compliance with contractual and program quality standards. The QATM shall develop test
requirements and shall coordinate and monitor testing. The QA TM shall be available 25% of the
time during design, development, and implementation phases; and 100% of the time during test
phases. QATM involvement shall be reduced to 2% to 4% during ongoing operational support.
Director of Installation Services: The Director oflnstallation Services (DIS) shall oversee all
installation activities including defining physical site requirements, conducting site surveys,
training and installation. The DIS shall ensure that the system as installed is ready for ongoing
support and shall smoothly transition into operation. The DIS shall be available for 10% of the
time during design and test phases and for 100% of the time during implementation.
Field Service Manager: The Field Service Manager (FSM) shall lead the field service
organization and shall manage calls for repair, software bug reports, and upgrades. The FSM
shall be available for 25% of the time during the implementation phase and shall be available
10% of the time during ongoing operational support.
OMV Service Manager: The DMV Service Manager (DSM) shall manage all aspects of
services, maintenance, support and training to ensure that all DMV needs are met. The DSM
shall manage help desk staff and field teclmicians to resolve all DMV-related issues and to
ensure that state-of-the-art service is provided. The DSM shall be available for 25% of the time
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 during the design, development, and implementation phases and I 00% of the time during
ongoing operational support.
Help Manager: The Help Manager (HM) shall be responsible for scheduling Help Desk
coverage and ensuring all Help Desk contractual requirements are met. The HM shall be
available for 25% of the time during the design, development, implementation, and ongoing
operational support phases.
L-1 management staff and core team members shall be supported by additional staff and
resources, as may be needed to meet project timelines, without additional cost to DMV. In the
event there is a personnel change, the Account Executive shall notify the NY DMV Program
Manager of the change within 5 business days. If the change occurs with the Account Executive,
the Program Manager shall handle the notification.
2.2.3

OMV Roles and Responsibilities

The following table identifies the DMV's roles and responsibilities, and contact information for
DMV's key leadership personnel for this project.
Leadership Team
Role
Project Manager

Name

Email Address

David Irving

Phone
Number(s)
518-408-2034

Teclmical Manager

Mark Hammond

518-473-2168

mhamm@dmv.state.ny.us

Business Lead (DFI)

David Fribourg

518-4 73-1074

dfrib@dmv.state.ny.us

Business Lead (LPB)

Janice McGowty

5 I 8-4 74-0482

jmcgo@dmv.state.ny.us

dirvi@dmv.state.ny.us

The roles and responsibilities of each are as follows:
Project Manager: The DMV Project Manager shall be the DMV's primary and single point of
contact for all matters related to this project. This person shall be in direct communications with
the Contractor project manager and shall be responsible for maintaining and resolving all matters
requiring DMV suppmt that may arise during the course of this project from startup to post rollout. The project manager shall be available as appropriate to the stage of the project.
Technical Manager: The Technical Manager shall serve as the DMV's primary resource for all
technical issues related to the project. This person shall work closely with Contractor's technical
team to generate the final requirements.
Business Lead (DFI): The Business Lead (DFI) shall coordinate all necessary background
checks and arrange for the secure transportation of any data and/or software.
Business Lead (LPB): The Business Lead (LPB) shall relay any LPB user problems or issues
regarding software operations, training, or daily image emollment to the DMV Project Manager.
2.3
2.3.1

System Requirements
Enrollment of Legacy Image Database

Initial emollment of the legacy image database is the sole responsibility of the Contractor.
Enrollment of the legacy image database must be done on Contractor's premises. Contractor
shall be responsible for the acquisition, operation and maintenance of all equipment used for the
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 initial enrollment. DMV shall deliver to the Contractor the legacy image database JPEGS and
applicable DMV data (approximately 17 million images), _ina secure fashion, on a medium to be
mutually agreed upon by DMV and the Contractor.
Statistics on the enrollment success rate shall be documented, and shall include any reasons for
failure to enroll. The error codes that shall be used when an image is rejected for enrollment are
as follows:

•
•

•

•
•
•
•

•

•
•
•

Darkness
Brightness
Exposure
Focus
Resolution
Cropping
Glass glare
Faceness
Contrast
Texture
Head finding confidence

Images meeting the quality standards incorporated in ISO/IEC 19794-5 shall automatically enroll
at a rate of 97% or better.
All legacy images shall be enrolled within 6 weeks from Contractor's receipt of the images from
DMV. After initial enrollment, the wsulting database of enrolled images shall be delivered to
DMV, and loaded onto DMV's equipment specified in Appendix 0).
The Contractor shall provide a manual enrollment process for any records that are rejected in the
automated enrollment process (i.e., "failure to enroll" records).

Cleansing of Legacy Image Database

2.3.2

After the delivery of the enrolled DMV legacy image database to DMV, the cleansing of the
DMV legacy image database system shall run concu11'entlywith daily facial recognition
operations and shall be completed by the end of the three year contracted period.
The legacy image database system shall compare each image in the DMV legacy image database
to every other image in the database. Where comparisons meet or exceed the match threshold,
the system shall generate a candidate match list that is sorted from "most likely" to "least likely".
The results shall be presented in a searchable format and reside in a queue that shall be separate
from the results of daily operations.
·
The FRS shall allow DMV to set and re-calibrate, as desired, match thresholds for the initial
database cleansing for a minimum of 2 confidence bands:
•
•

Absolute Match;
Possible Match.

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 In between the time of the legacy database handoffto the contractor and the beginning of daily
operations, there will be a set of images referred to as the "delta". Once the daily production of
images has begun, the delta image set will be transferred from the state to the contractor in a
mutually agreed to format. The contractor will import these images and data into the face
recognition database, automatically enroll all viable images, and then process these images
trough the 1:N FR process in the same manner as the legacy image set. Any potential matches
from these images will reside in the "Daily" queues.

2.3.3

Daily Operations of the Facial Recognition System

General System Requirements

2.1.1.1

The system must support a core of approximately 200 foll-time users, with 50 concurrent
users. The system shall be scalable, and capable of accommodating additional users.
Depending on the number of users beyond 200, the state may be required
to purchase additional hardware, software, and/or services outside of this agreement.
Contractor shall provide DMV with access to the system over a secure, SSL-based web
application, which is compatible with Internet Explorer Version 6.0 or newer. This
application shall include all report, audit, and investigator fonctions.
The system shall be able to securely receive a file of images and other DMV information
from a DMV file server. The system shall be abkto securely transfer files to and from
the DMV server using SFTP and/or FTPS file transfer protocols or another mutually
agreed upon transport mechanism.
The system shall use Windows Server 2003 or a successor operating system, and Intelbased server hardware.
The system shall use an Oracle 11g database platform, (or newer if the Oracle 11g is no
longer supported), to be provided by the Contractor at no additional cost. The Oracle
license is a Hosted database license provided by L-1 for the exclusive use by DMV for
the FaceEXPLORER application.
The system must be able to enroll JPEG images from any source, including still images,
scmmed images, and video surveillance frames.
The system must be able to use images of varying quality levels such as:
• vm-ied lighting conditions;
• small image sizes (300 x 300 pixels);
• low JPEG image quality.
The Contractor shall install a facial recognition system that shall perform both I: 1 and
1:N s.earches on DMV's daily image capture volumes, while concurrently clem1sing
(performing a I :N search) on the enrolled legacy image database.
2.1.1.2

OMV Requirements

This system shall be completely installed at a site designated by DMV, and shall use only
equipment (hardware and operating software specified in Appendix O) provided by
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 DMV. The daily operations equipment to be supplied by DMV includes servers, printers,
and workstations. The following items shall also be provided by DMV:
•
•

Images and demographic data;
Adequate server space; power; HV AC; remote connectivity from Contractor;
network connectivity for DMV to use the system in DMV's offices in Albany,
NY.

2.3.3.3

Enrollment of New Images

The system shall be capable of enrolling all digital images captured by DMV during
DMV's daily operations (a maximum of20,000 per day).
New images captured during daily operations shall be enrolled at a rate of approximately
7,500 images per hour.
Statistics on the enrollment success rate for daily operations shall be documented, and
shall include any reasons for failure to enroll. The error codes that shall be used when an
image is rejected for enrollment are as follows:

•
•
•

•

•
•

•
•
•
•

•

Darkness
Brightness
Exposure
Focus
Resolution
Cropping
Glass glare
Faceness
Contrast
Texture
Head finding confidence
Images meeting the quality standards incorporated in ISO/IEC 19794-5 shall
automatically enroll at a rate of 97% or better.
The Contractor shall provide a manual enrollment process for any records that are
rejected in the automated enrollment process (i.e., "failure to enroll" records).
The transfer of the images mid DMV information files shall be done via a secure FTP
server to be provided by DMV or by another mutually agreed upon transport mechanism.
Files for daily processing shall be made available by the end of the day (NLT 10:00
p.m.). These images must be processed (enrolled, ve1'.ified,and identified with 1:1 and
1 :N match reports generated), by 7:00 a.m., on the following business day.
The Contractor shall provide the ability to enroll images in a way that makes the emolled
image "unnmtchable" in any comparison. NY will specify the business rule( s) required
for L-1 to perform this operation on the desired images.

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 Image Comparisons for New Images

2.3.3.4

On a daily basis the system shall perform I: I comparisons for all digital images captured
by DMV on a daily basis (a maximum of20,000 per day), using the new image against a
previously stored image(s) for the same client identification number (CID). The system
shall identify any "absolute non-matches" in the I: 1 string of images. The results shall be
presented in a searchable format.
The system shall compare each daily batched image (a maximum of20,000 per day) to
every other image in the em-oiled database. Where comparisons meet or exceed the
match threshold, the system shall generate a candidate match list that is sorted from
"most likely" to "least likely". The results shall be presented in a searchable format.
The system shall provide the ability for DMV to configure the image match threshold
when and if DMV finds this to be necessary.
The system shall allow DMV to input ad-hoc images and conduct one-to-many (1 :N)
searches on a scheduled or on-demand basis. The results of these ad-hoc searches shall
be presented in a searchable format.
Facial Recognition System shall allow DMV to set and re-calibrate, as desired, match
thresholds for a minimum of 3 confidence bands:
•
•
•

Absolute Match;
Possible Match;
Absolute Non-Match.

Image Comparison Output

2.J.J.s

The output provided by the Contractor, resulting from the overnight comparison process, ·
shall include the following:
•
•
•

2.3.4

a file of client ID numbers for all images that passed both the 1: 1 and 1:N
compansons;
a queue of images that failed the 1:1 comparison (absolute non-matches);
a queue of images that failed the I :N comparison (potential and absolute
matches).

Investigator Support
The system shall provide user-based access to data and functionality, including:
•
•
•
•
•

allowing users to select the maximum number of images ("N") to be displayed for
each photo comparison;
query the database for specific records to use within a comparison;
execute comparisons to identify duplicate images within a database;
ability to perform searches using predetermined demographic data (e.g. age,
gender, height) to filter the comparison database;
support a status flag within records in the database to indicate suspected fraud,
approval for DL/ID issuance, or to close a case;

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 •
•

generate daily a file of client ID numbers for all images that have been designated
by investigators as approved for DL/ID issuance;
produce, view, print, and schedule reports.

The proposed system shall have the ability to add notes as part of the investigator
function; indicate the user who added the notes; and allow a user to view those notes
upon request.
The system shall provide configurable settings for interactive comparisons, which are
accessible by individual investigators during:
•
•
•

progressive searching of suspected duplicate DL/IDs;
investigation of externally uploaded images;
investigations of duplicate DL/IDs discovered by law enforcement.

The user interface shall be easy and simple to use, so occasional users can use the system
with minimal training.
For each image on the summary view, the system shall provide a side-by-side view of the
probe with a view of the candidate matches, to support detailed evaluation of potential
fraud.
The side-by-side view of facial images shall include, with each image, the following
related data and images that shall be provided to the Contractor by DMV:
•
•
•
•
•
•
•
•
•
•
•
•

Client ID Number;
Global Reference Number (GRN);
DL/ID Issuance Date;
Name;
Date of Birth;
Address;
Height;
Eye Color;
Gender;
Signature Image;
Match Score;
Data from Previous Investigations.

The system shall support progressive searching, by using one of the match candidates
within the results view as a probe in a new interactive comparison.
The system shall provide a function to generate printed dossiers and other supporting
documents, which include images and data to be used during formal investigation and/or
adjudication activities.

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 2.3.s

Reports

General Requirements

2.3.5.1

The proposed system shall provide reporting functionality that shall include, at a
minimum, reporting on all aspects of the enrollment and matching processes, database
management, and executive summary information.
The system shall generate a daily system status report that it shall send by email to a
designated DMV contact person, in the event of a system outage.

System Reports

2.3.s.2

The system shall provide configurable reports of system activities and comparison results
which permit the independent evaluation of system performance along with all activities
of the system (timestamps, operators, actions). At a minimum this shall include:
•
•

user reports detailing the time the system was accessed, user identification, and
the amount of time the system was in use;
repotis detailing emollment and matching statistics.

Comparison Reports

2.3_5.3

Comparison results whether created during initial cleansing, during nightly batches, or
performed interactively shall be organized as a list which includes key details that
support grouping and sorting for efficiency. At a minimum, these details shall include:
•
•
•
•
•
•
•
•
•
•
•
•
•
•

Client ID Number;
Global Reference Number (GRN);
DL/ID Issuance Date;
Highest Match Score;
Number of Matches;
Name;
Date of Birth;
Address;
Height;
Eye Color;
Gender;
Signature Image;
Match Score;
Data from Previous Investigations.

For each row in the results list, the system shall construct a summary view containing
images and data which indicate possible duplicates. Data on this page shall include:
•
•
•
•
•

Client ID Number;
Global Reference Number (GRN);
DL/ID Issuance Date;
Portrait Images for the Probe and All Templates Identified as Possible Matches;
Signature Images for the Probe and All Templates Identified as Possible Matches;

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 •
•
•
•
•
•
•
•
•

2.a.s

Name;
Date of Birth;
Address;
Height;
Eye Color;
Gender;
Signature Image;
Associated Match Scores;
Data from Previous Investigations.

DATA SECURITY
Contractor shall protect all DMV data, in transit or at rest, in accordance with the
statewide information security policy of the NYS Office ofCyber Security and Critical
Infrastructure Coordination (CSCIC).

Protection of Data at Rest

2.J.6.1

Only authorized administrators from Contractor, or approved sub-contractors, shall have
access to, and use of, DMV data.
All access to DMV data shall be controlled and auditable. In those cases where access is
obtained through a PC, the access control shall be through log-on user ID/Passwords.
The logging requirement for such Direct Access shall be satisfied by retaining log-on
information (user ID and date/time) for all personnel who have access to the PC. Access
logs must be maintained for a period of 6 years following the expiration of the contract
and shall be provided by Contractor to DMV at any time during such 6-year period for
audit.
Hard copies ofDMV data shall be secured against access by unauthorized persons.
DMV data shall not be copied or shared with anyone outside of the Contractor's
organization, other than authorized DMV employees or representatives.
DMV data exchanged by electronic means shall be stored in a place that is physically
secure from access by wmuthorized persons. The facility shall be secured by card access
and 24/7 monitoring cameras. The entire rack shall then be located in a restricted access
room which is only used for secure credential production and disk storage of secure
information. Within the facility, DMV data shall be stored on servers held in a locked
rack. Only the Project Manager and Technical Lead shall have keys to this rack. The
network shall be setup in a manner which places DMV data on an isolated LAN.
2.J.6.2

Disposal of Electronic DMV Data

In order to prevent the unauthorized disclosure or dissemination ofDMV data, electronic
storage devices (such as hard disk drives) and other magnetic/optical media (such as tape,
diskettes, or CDs), which contain DMV data, shall be either (I) physically destroyed, or
(2) returned to DMV, or (3) securely overwritten.
When overwriting the data, the device or file(s) shall be overwritten, using U.S.
Depmtment of Defense clearing standards (Department of Defense (DOD) Standard
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 5220.22-M, and DoD.5200.28-STD:
http://www.dtic.mil/whs/directives/corres/html/522022m.htm),
passes.
23.63

with seven (7) overwrite

Disposal of Hard Copy ofDMV Data

Disposal of hard copies of DMV data shall be accomplished through the use of a crosscut shredder, or safer disposal mechanism.
23.6.4

Confidentiality

The equipment used in the conversion from the legacy image database to the new FRS
shall reside in a secure, secluded area behind three layers of physical security. This
enrollment system shall be a stand alone rack with no external data connections. After
processing, all data shall be destroyed in compliance with the aforementioned
requirements.
During ongoing operations the data shall be stored and managed by the DMV in DMV's
facility, in order to benefit from the physical security ofDMV's facility. The Contractor
shall ensure that all data transfers occur in an encrypted secure fashion. Stored data shall
also be encrypted to maximize security.
Transport of physical media containing DMV data shall follow these safeguards:
•
•
•

•
•

Data stored on removable media (tape backups, optical storage, flash based
memory or external hard drives) shall be encrypted prior to transport;
Media shall be kept in a locked transpott container during transpott;
Media shall be directly transpmted between Contractor and DMV facilities by
Contractor's personnel, or by a commercial carrier contracted to transport the
media, in conformance with the Department of Defense Constant Surveillance
Service transpott regulations (see
http://www.sddc.army.mil/sddc/Content/Pub/1482/ /aftrpS .pdf for details);
Personnel shall keep the media in their personal possession (except as may
required by appropriate law enforcement);
In emergencies, if the media cannot be delivered directly to the Contractor's
facility, the transport container shall be stored in a locked storage container within
a locked residence (wall safe or fully enclosed, permm1ently mounted, metal gun
safe).

Contractor shall protect and maintain the confidentiality and security of DMV data to the
fullest extent possible. Direct Access to DMV data shall be limited to an "as needed", or
, "need to know" basis (i.e., DMV data shall only be accessed as required to perform the
work that is necessary to deliver the product or service for which the DMV has
contracted hereunder). ·
All Contractor personnel with access to DMV data during DMV's onsite enrollment of
the legacy images, or providing suppott to ongoing operations at the DMV, shall be
subject to background checks, and Contractor shall be responsible for informing
personnel in writing of the confidential nature ofDMV data.
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 Any derivatives of the DMV data, such as the creation of a facial recognition template
database or a fraud screening report, shall be managed as DMV data if any elements of
the original DMV data persist into the derivative.
2.J.6.s

Access to OMV Data

Contractor acknowledges that all DMV data is confidential and the property of DMV and
the State of New York. Contractor shall control access to those areas in which DMV data
is stored when DMV data is in the Contractor's possession. Only authorized employees
directly involved in the processing and storage of such data will be permitted access the
storage areas. Contractor shall identify all employees to DMV who may be authorized to
gain access to the data storage area. All such employees shall undergo background
checks, which shall be subject to approval by DMV prior to granting authorization.
Contractor shall maintain adequate security to prevent unauthorized access to, or theft or
vandalism of, DMV data by anyone at all times that DMV data is in their possession.
Contractor shall advise all personnel with access to DMV data of the criminal
consequences for unauthorized access to, or use of, such data.
All of Contractor's employees, subcontractors, and employees of subcontractors, having
access to DMV data shall sign a non-disclosure affidavit. Contractor shall execute any
additional agreements necessary to safeguard DMV data.
Contractor shall provide DMV with written notice of any suspected or confirmed misuse
of, or unauthorized access to, DMV data, within one hour from the discovery of such
misuse or unauthorized access. Contractor recognizes that the intentional failure to
submit such notification shall result in civil and/or criminal penalties as provided by law.
All DMV data and data transmissions shall be secured from unauthorized access.
Access to DMV data exchanged shall be protected in such a way that unauthorized
persons cam1ot review or retrieve the information.
2.J.6.6

Security Review

The design and architecture of the Facial Recognition System shall meet or exceed the
standards established by the NYS Office of Cyber Security and Critical Infrastructure
Coordination (CSCIC).
The design and architecture shall pass an initial internal DMV security review, in
addition to any subsequent security audits conducted by DMV's Information Security
Office.
2.3.1

System Backup and Recovery

DMV shall integrate the proposed daily operations system into its existing database and server
backup systems. The Contractor shall work with DMV to develop, test, and document an
appropriate backup and recovery strategy.
Complete documentation of the backup and recovery procedures for the proposed daily
operations system shall be provided to the appropriate DMV staff.
System recovery procedures shall be reviewed as part of system design. Prior to system
implementation, recove1y procedures shall be documented, tested and proved.
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 A Business Continuity Plan is attached as Appendix P. The system shall be built with fully
redundant components and mirrored by Oracle Data Guard to provide full failover capability for
any component failure.
2.3.B

Disaster Recovery Plan

The disaster recovery plan is attached as Appendix Q. The plan provides procedures to be
followed for the expeditious recovery of all critical elements. The plan shall be updated, as
needed over the course of the Contract, or upon the request of the DMV. The plan includes
complete specifications for all hardware to be replaced, so any such hardware can be ordered on
an emergency basis. DMV is responsible for purchase of the hardwme. The plan includes
detailed testing criteria for each step of the recovery process. The plan is based on the
assumption that processing must resume within 48 hours of a disaster. The plan is predicated on
the fact that the required DMV hardware, 3rd pmiy software, and network infrastructure is in
place and ready for FRS recovery by the Contractor.

2.3.9

Daily Operation System Security Requirements
2.J.9.1

System Security

The Contractor shall adhere to existing DMV security standards when interfacing with
existing DMV applications.
DMV may, at its discretion, place the facial recognition servers on an isolated network
segment behind a firewall. In that event, DMV shall work with the Contractor to define
an appropriate firewall rulebase.
All network settings, including server name, IP address, and domain membership shall be
solely at DMV's discretion. DMV's Information Technology unit shall be solely
responsible for ensuring compliance with all security policies on the servers and
workstations.
2.J.9.2

Control Features

The system authentication shall use DMV's internal Microsoft Active Directory
authentication system to provide log-on services, as well as to utilize its ability to
designate specific levels of access to the system.
The proposed system shall log all user activity including FRS specific record changes,
record semches, manual accepts and/or overrides, etc.
2.3.10

Legacy Enrollment Site Security Requirements
2.J.10.1

Alarm System

Contractor shall provide a system for securing the area where enrollment of the legacy
image database shall occur, with a UL-approved intrusion and fire alarm system, with
battery back-up, which is integrated with either a law enforcement agency or a licensed
private security company acceptable to the DMV. In the event that the Contractor's
premises are not occupied 24 hours a day, and m1electrical outage or telephone line
failure occurs which makes the alarm system inoperative, the Contractor shall provide
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 licensed security guards at the facility until the alarm becomes operative, at no additional
cost to DMV.

Background Investigation

2J.10.2

Notwithstanding any provision to the contrary contained in this Agreement, Contractor
shall work within the DMV's security-clearance requirements and ensure that all staff
working on this project are properly cleared. Contractor shall assume the costs of these
security measures.

Plant Inspection

2J.10.J

DMV reserves the right to enter the Contractor's premises at any time during normal
business hours to evaluate the Contractor's plant security and storage facilities, to ensure
full compliance with all specifications of this Contract. Plant security inspections and
audits must demonstrate that the security measures indicated herein are fully met at all
times during the term of the Contract. Contractor, and any subcontractors, shall permit
unannounced and intermittent security inspections by DMV of all of their facilities
relating to this project.
2.3.11

General Maintenance Requirements

During the entire term of the Contract, Contractor shall provide maintenance to keep the system
in, and restore the system to, "good working order." For the purposes of this Contract, "good
working order" as applicable to software shall mean:
•
•

Software shall perform all functions as required by this Contract;
Software shall perform all functions as specified in the Contract.

In order keep the system and database operating at peak performance Contractor shall require
four (4) hours of preventative system maintenance typically occurring each week between
8:00a.m. to 12:00 p.m. each Sunday. During this period Contractor shall analyze database
indexes, manage archive logs, and adjust table spaces. Contractor shall also validate search
engine system perfo1mance and implement any approved and tested change orders/bug fixes.
Contractor shall provide all necessary maintenance to the system related to software
enhancements and troubleshooting. Contractor agrees to perform all software maintenance
without the intervention of DMV users or DMV IT staff.
During the life of the Contract, Contractor shall obtain and install required periodic software
upgrades (new versions or service packs), at no cost to DMV, upon request and in the sole
discretion of DMV teclmical staff.
2J.11.1

Operating System and Third Party Software

The FRS shall function within the secure computing environment managed by DMV.
This shall include the following necessary software upgrades:
•
•

Operating system critical patches and updates (after testing and review by
Contractor);
Operating system service pack updates (after testing and review by Contractor);

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 •
•

Third-party software critical patches and updates (after testing and review by
Contractor);
Application bug fixes or enhancements to Contractor's application software.

2.3.11.2

Connectivity to DMV

DMV shall allow the Contractor to remote-control the Facial Recognition servers over a
Virtual Private Network (VPN) connection with Microsoft Terminal Services. The
Contractor agrees to adhere to DMV's VPN security agreement.
2.J.11.3

Anti-Virus and Security Patching

The FRS shall function within the secure computing environment managed by DMV,
including compatibility with anti-virus software used by DMV.
2.3.12

Application Software Distribution

All application code is web-based, therefore all updates shall be centralized on the
FaceEXPLORER web servers.
Contractor shall use a carefully designed and executed process for release/ patch management to
ensure that product updates and upgrades are transitioned to production seamlessly, without
causing any disruption to DMV.
The releases may include any of the following:
•
•
•

Product updates to include enhancements / modifications as per change requests or
according to Contractor product enhancement strategy;
Bug fixes to resolve production issues - Bug fixes may be required to be moved as
emergency "patches";
Operating system / licensed software updates I upgrades / security patches.

A release plan shall be created on a regular basis to plan out the scheduled releases. This plan
shall also consolidate the updates to minimize the need for frequent releases, except when an
emergency patch is required to fix a production problem.
The QA tested release shall first be deployed on a staging/ test environment. The staging
enviromnent shall simulate the production enviromnent and hence the same tools and process
shall be used for applying the release as shall be used for production. Once the deployment in
the staging environment is successfully completed and tested, the release shall be ready to be
deployed in production. This test environment shall be at the Contractor's headquarters, utilizing
DMV test data/images.
For each software release, release notes shall be generated that indicate all configuration
management items, changes, bug fixes, and other modifications that went into the release.
Complete audit trails shall be available for each release component, in order to ensure that any
changes that cause disruptions can immediately be rolled back if needed.

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 2J.12.1

Application Updates Change Control Process

Major changes are those with significant impact on the requirements or specifications
documents. These require a thorough evaluation before inclusion in the FRS. The
change control process shall ensure effective management of major FRS changes.
Effective management shall mean involving the appropriate stakeholders and accurate
assessment of the potential impact to the project's cost, scope, risk, and schedule.
Management and Standards

Following development of the software, the Contractor shall employ the following
systems to manage the project:
The source code control system
The source code control system (SCS) shall support the orderly development of software
by many developers working collaboratively. The SCS shall enforce a check-out/checkin discipline to guarnntee that cooperating developers do not inadvertently make
conflicting changes to code. The SCS shall incorporate the naming and version
conventions applied to software components to enable management of builds and
baselines.
The issue tracking system
The issue tracking system (ITS) shall track defects, enhancement requests, build requests,
and other actions affecting the software. For each issue, this system shall track the
current owner, priority, status, history, related issues, etc.
Documentation repositories
Documentation, like software, evolves during the project and shall be similarly tracked
and managed. Documentation shall be maintained in a document management system or
sometimes, in the case of small, plain-text documents, in the source code control system.
Standards repositories
Standards applicable to the project's software components originate from organizations
such as the International Standards Organization (ISO), the American National Standards
Institute (ANSI), and the American Association of Motor Vehicle Administrators
(AAMV A). These shall be available during development and testing to ensure
compliance, and shall be maintained in an easily accessible repository.
The release engineering environment
When a software application is built for release, whether for quality assurance (QA)
testing, user acceptance testing (UAT), or production, the release environment shall be
carefully controlled and all details of the environment shall be captured. The details shall
include not only the version of the application itself, but also the compiler used, the target
operating system, the platform on which the build occurs, associated third-party software
components, and so on. Managing the release environment shall guarantee
reproducibility of the build, enable testing in a known enviromnent, and suppo1t
discovery and repair of defects.

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 2.3.13

System Support

The Contractor shall provide the DMV with 3 years of maintenance for the FRS. Contractor
shall perform all system maintenance in accordance the terms of the Maintenance Agreement.
Contractor shall respond within 15-minutes to all voice, web and e-mail service requests during
DMV operational hours (Monday through Friday, 7am to 5pm, excluding U.S. federal holidays).
In addition to the delivered FRS, Contractor agrees to provide follow-on suppoli and
maintenance through the end of the contract period, as follows:
•
•
•
•
•
•
•
•
•

A technical suppo1i team dedicated to this project;
Comprehensive troubleshooting and problem resolution training;
DMV supp01i help desk toll-free phone/email suppo1i;
Direct engineering telephone support and remote problem diagnostics/resolution, via
DMV provided VPN;
Available on-site support for advanced problem resolutions/fixes;
Regularly provided service and performance reporting;
Bug repoli fixes;
Software update support;
Problem escalation process.
2.J.tJ.1

DMV Support Help Desk

All elements of FRS maintenance and service deli very shall be coordinated through
Contractor's DMV Support Help Desk. The DMV Supp01i Help Desk shall be the point
of contact for all problem calls and operational issues. The DMV Supp01i Help Desk
shall remain accessible to the DMV from 7:00 a.m.(EST) to 5:00 p.m.(EST), Mondays
through Fridays, excluding U.S. Federal holidays.
All calls to the Contractor's DMV Support Help Desk shall be logged and tracked via a
state of the art call handling system. This application shall permit the Contractor to log
and track all incoming calls from DMV, in order to provide quick and efficient service.
The call shall remain open until DMV is satisfied with the repair. The application shall
also store all of the history of every DMV call to Contractor's DMV Support Help Desk,
in order to allow Contractor to analyze the basis of the call to identify trends and to take
the proper corrective action.
When contacted regarding a field problem, the Contractor's DMV Suppoli Help Desk
shall first attempt to resolve the problem quickly over the telephone while the end-user is
still on the line. When a service representative designated to DMV cannot resolve the
problem over the telephone, he or she shall contact the support engineering project lead.
The support engineering project lead shall then evaluate the problem and contact the
DMV site to fuliher determine the required corrective action. As required, the support
engineering project lead shall draw upon software, systems and database engineering
technical staff to resolve the issue. If required, a field service technician or engineer shall
be dispatched to the problem site. The technician or engineer shall be fully briefed and
prepared by the Contractor's DMV Support Help Desk and/or engineering project lead
before taking the call, in this way significantly decreasing required repair times.

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 All data captured within the Contractor call-handling system shall be continuously
tracked to ensure that the repairs are made in a timely manner, and any potential systemic
problems are identified and rectified as early as possible. The data shall be catalogued
and maintained by the Contractor's Service Department as the source for periodic service
and performance reports. The archived data shall also provide the basis for historical
performance analysis which shall be used to improve Contractor maintenance and
equipment performance levels.

Bug Report Fixes

2.J.13.2

Contractor shall use an online tracker to compile a report of any bugs/issues raised for the
deployed version of the product, and shall have dedicated staff members to respond to
these problems, and to take proactive measures to prevent similaT or related problems in
the future. All acknowledged and reproducible bugs shall be scheduled for fixes, and
made available for deployments in the form of patches or software upgrades, based on the
severity of the issues. All bug repo1is shall be tracked until the closure of the issue, (as
defined by DMV).
2.3.13.3

Remote Problem Diagnostics and Resolution

Contractor shall also support remote problem diagnostics and resolution capability using
. remote management software components. Any trouble call or issue query, after passing
through a review process, shall be assigned to the dedicated staff member for resolution,
and shall be tracked in Contractor's system support log.

On-Site Support

2.3.13.4

On-Site Software Services support shall be provided when phone and dial-in support fails
. to resolve the issue.
2.J.ns

Software Update Support

Software updates shall be published regularly to suppmt any operational issues with
detailed documented release notes.
2.3.13.6

Escalation Procedures

The following procedure shall be used to repo1t system problems and to solve them in the
shmtest possible time.
1. The site should first contact the Contractor's DMV Suppo1t Help Desk by toll free
(800) telephone number.
2. The call shall be opened at the Contractor's DMV Support Help Desk, and
assigned an incident number that can be used to reference the call.
3. If call queue avoidance was selected and a voicemail message left, the
Contractor's DMV Support Help Desk shall call the site back within 15 minutes
to determine the exact nature of the problem.
4. If the call can be diagnosed and remedied with the help of the end-users, the call
shall be closed.
5. If the call needs the attention of a support engineer, the Contractor's DMV
Support Help Desk shall contact the Engineering Project Lead to inform him/her
of the incident, and to provide all relevant information.
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 6. The Engineering Project Lead shall determine the required cortective action with
the support of software, systems and/or database engineering support staff, as
required.
7. If the call is determined to need the attention of a Contractor support field
technician or engineer, the Contractor's DMV Support Help Desk shall contact
the Contractor technician/engineer, and dispatch the technician/engineer to the
call with all materials required to fix the problem.
8. The Contractor's DMV Suppmi Help Desk shall call the site and inform them of
the estimated time of response by the Contractor technician/engineer.
9. The Contractor technician/engineer shall call the Contractor's DMV Support Help
Desk to report what was done, and that the person at the site who called in the
problem is satisfied that it is fixed.
10. The Contractor's DMV Support Help Desk shall keep a complete record of each
call, including event times, notes, the degree of urgency, locations, persons
involved, and the problem resolution.
11. If the site has not received an ET A/VPN login within an hour, they should call the
Contractor's DMV Support Help Desk to ascettain the ETA.
12. If the technician is late for the ETA/VPN Login, the site should call the
Contractor's DMV Suppoti Help Desk and Contractor shall contact the
responsible technician or software/systems engineer. Whenever possible
Contractor shall be proactive, and shall notify the site if they expect to be late.
13. If the above steps do not result in a satisfactory result, the site can escalate the call
by calling the Contractor's DMV Support Help Desk Manager.
14. If contacting the Contractor's DMV Support Help Desk Manager fails to resolve
the matter to DMV's satisfaction, the site should then contact the designated
Contractor Project Manager.
15. If contacting the Contractor Project Manager fails to resolve the matter to DMV's
satisfaction, the site should then contact the Contractor Vice President of
Technical Services.
Any individual at the DMV, at any time, is always free to escalate any concern or issue.
Contractor shall address all concerns and issues promptly and professionally.

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 2.J.13.7

Issue Escalation Path

2.3.13.s

System Maintenance Tasks

The following table outlines FRS maintenance designated as Contractor-tasks and DMVtasks.

System Maintenance Contractor Tasks
Tasks
Backups
Contractor shall provide the plan
for backups and verify orocess
Operating System
Contractor shall work with DMV
(OS) Patches
to schedule approved OS patches
Anti-Virus
Contractor shall work with DMV
to confirm the anti-virus update
Network/Security
Contractor shall comply with the
DMV network security polices
VPN Access
Contractor shall comply with the
VPN access security polices
Production Hardware Contractor provided hardware
/ Supnort
specifications
3rd Party Software/
Contractor provided 3rd party
Supoort
software specifications
Software System
Contractor to provide weekly
Maintenance
software system maintenance
Updates
Technology Updates
FRS System Updates

2.J.14

DMVTasks
DMV to provide tape rotations
and off site storage
DMV to install OS patches
DMV to provide anti-virus
DMV to provide network and
security infrastructure
DMV to provide VPN Access
DMV to provide hardware and
hardware support
DMV to provide 3rd pmty
software and software suooort

FRS Upgrades

At DMV's request, Contractor shall upgrade the database, operating system, and related software
to supported levels. Contractor shall assist in the migration of the FRS to any new hardware
components. Contractor shall have six months from DMV's request for an upgrade to prepare
for such upgrade.
Contractor has a dedicated temn to introduce new features and technology into the L-1 ABISTM
(Automated Biometric Identification System) sem·ch engine and FaceEXPLORER application
suite. In-version upgrades shall be tested on the test system at Contractor's facility, using DMV
test data/images. The test system shall be comprised of the initial legacy enrollment components
plus additional servers, to simulate the DMV production environment in Albany. As new engine
technology is developed and introduced to the market, Contractor shall work with the DMV to
plan a migration path for any out of version major release. Often major releases require a new
comparison template to be created. For this type of upgrade, Contractor shall leverage the
existing test environment at its facility in order to re-template the existing database and to requalify the new system, before introducing it to the DMV Albany production environment.
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 Contractor shall work with the DMV team to ensure that new system technology is introduced in
a seamless manner, with a process similar to the initial rollout. It is anticipated that upcoming
versions will decrease the hardware requirements for this system. If available, one out of version
major upgrade shall be introduced over the three-year contract term, at no additional cost to
DMV.
2.3.1s

Documentation

Contractor shall supply high-level documentation, including detailed documentation of the
connections between the FRS and DMV's IT systems. This documentation shall be provided on
a media that is agreeable to DMV.
At a minimum, this documentation shall include:
•
•
•
•
•
•
•
•
•
•

Overview of the facial recognition system;
Overview of the Central Image Database Server;
Overview of the automatic image enrollment process;
Automated Image Quality Assessment;
Overview of the manual image enrollment process;
Overview of the I: I comparison process;
Overview of the I :N comparison process;
Detailed functional requirement specifications;
Detailed interface specifications;
Acceptance test documentation.

Contractor shall provide updates to the documentation as needed, or upon request by the DMV.
Original documentation and any updates shall be provided in WORD 2003 format, or any other
standard format designated by DMV.
Contractor shall use a web-based document management portal where all documents shall be
kept updated and made available for access by authorized DMV personnel.
Contractor shall use a staged documentation development, labeling (Draft, Final, Approved) and
versioning number (major and minor revision) approach for all documents to ensure efficient
control of manuals. A change history section at the beginning of each document shall reflect the
complete history of document for changes and revisions.
2.3.16

Installed Software Inventory

Contractor shall maintain a list of all software installed on the FRS through the term of the
Contract. This inventory shall be regularly updated to reflect any changes, and the inventory
shall be provided to DMV.
All installations, whether for initial rollout or subsequent updates, shall be routed via
Contractor's Quality Assurance (QA) and release, which shall ensure that only authorized
configuration changes are included in the installation by verifying that there is traceability
between approved changes, new development, and the content of the installation. In addition,
QA shall check the completeness of the installation by ensuring all impacted deliverables (i.e.,
hardware, software and documentation) are appropriately updated. Once the installation is
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 approved, it shall be registered in the Configuration Management Repository and deployed at the
DMV site. Deployment may consist of a field installation or an automated system update.
Contractor uses the following Software Configuration Management Tools to ensure the
availability of updated inventory of software and documents:
•

•

•
•

2.J.11

Oracle Installed Base/ Oracle Inventory: Installed software inventory. The inventory is
maintained and managed using Oracle Part Numbers. Each release to DMV shall be
assigned a part number in this system;
AccuRev or similar: Centralized repository of all project software, code and
configuration items, fundamentally used for source code control and document version
control;
AccuBuild Manager or similar package: Used to Manage Software Releases;
Privia or similar repository: Centralized repository of the project document throughout
the life cycle of the project and during the operations phase; proposals, contracts,
deliverables and related artifacts are maintained and tracked in the Project Portal.

Training

Contractor agrees to work closely with DMV to establish a training schedule which coincides
with the installation schedule.
Contractor agrees to provide the required number of training sessions to DMV trainers in use of
the facial recognition system to enroll and compare images at a time or times determined by the
DMV. The training session shall provide adequate preparntion and materials for DMV trainers
to train other DMV staff members.
Contractor agrees to provide training in the use of the investigative browser and all of its
functions, at a time or times determined by DMV. Contractor shall provide detailed step-by-step
instructions for investigative browser to DMV's License Production Bureau (LPB) and Division
of Field Investigation (DFI) staff.
Contractor shall provide paper copies as well as electronic copies of the training materials.
Contractor shall provide 20 paper copies, and additional electronic copies in the required format,
to DMV for the first round of training. The latest electronic copies shall also be available on the
project web portal for the life of the contract.
The Contractor User Manuals and Job Aids shall provide detailed step by step instructions to
end-users for executing any functionality of the application. Patt of the Job Aid shall include a
Getting Slatted Guide to introduce end-users to the product. Similar to a tutorial, this manual
shall explain important concepts that new users will need in order to become productive quickly.
The user manual shall include the following sections at a minimum:
•
•
•
•
•

A cover page;
A title page and copyright page;
A preface, containing details of related documents and information on how to best use the
user guide;
A contents page;
Overview of the system;

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 •
•
•
•
•
•
•
•
•
•
•
•
•
•

Sample screens and reports;
Step-by-step guide on how to manually email a document;
Description of the different sub-menus;
Step by step guide on how to perform I: I and I :N comparisons;
Step by step guide on printing reports;
System reports and a description of the data elements;
Adding users and setting pe1missions and passwords;
Preventative maintenance program;
Troubleshooting guide for equipment problems and where to call for resolution;
Reference tables;
Error messages;
Index;
An FAQ (Frequently Asked Questions);
Where to find further help and contact details.

The user manuals shall be organized in chapters, the first one giving an overview of what the
other chapters contain, so that people can readily find what they need.
Contractor agrees to retrain DMV trainers on an as-needed basis, and shall be available for
consultation during the term of the Contract.

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 /J

a
3.1

PAYMENT AND DELIVERY INFORMATION

Purchase and Cost

DMV shall purchase the FRS as provided by the terms of this Agreement.

Milestone Deliverable

Acceptance Criteria

Payable

FaceEXPLORER Implementation Services

1

Delivery of 17M converted
images to NY

Legacy Data Conversion and Enrollment

FaceEXPLORER Software Licenses
FaceEXPLORER Database License - 21.5
2
million images
FR Concurrent Licenses - Qty 50
Custom Implementation, Installation, and
3
Integration Services
Maintenance and Support
4
Three (3) Software Maintenance Term (10x5)

Installation of converted
database - pre UAT
Installation of converted
database - pre UAT

$206,658

$860,000
$75,000

Completion of UAT

$307,088

Completion of UAT

$504,654

TOTAL

$1,953,400

Payments for each milestone will be made after D MV Business Leads have signed off that the
requirements for each milestone, as defined in th_eRFP and this contract, have been met.
During initial enrollment, design and development phases and subsequent enhancement phases,
changes, if any, to the scgp,e of the project shall be made by written mutual agreement pursuant
to Section 4.8.1 hereof. In the event these changes are material, a written contract amendment
shall be negotiated and shall be subject to the approval of Contractor, the Division of the Budget,
Office of the Director of State Operations, Office of the Attorney General, and the Office of the
State Comptroller.
The payment price for the FRS includes all of the Contractor's costs to implement the Facial
Recognition System, including but not limited to: upfront development costs, delivery,
installation, and software interface for the enrolled legacy image database (with embedded
software and software licensing), installation, testing, and software interface for the Daily
Operations Facial Recognition System (with embedded software and software licensing), and
Cleansing of Legacy Image Database System (with embedded software, software interface, and
software licensing), training, manuals, ongoing maintenance, system updates, enhancements, and
testing, network, Help Desk and service staff, insurances. Also included in the payment price are
all licensing costs associated with the use of Oracle as the database platform for the system; and
all costs associated with one out of version major upgrade to be introduced over the three year
contract tetm. Furthermore the costs for the above includes the warranty set forth in Sectlon
4.11, and maintenance and support for three years. The three-year period for maintenance and
stipport for the system begins on the date the system is installed.

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 3.2

Delivery

The first critical task following contract finalization shall be the planning phase in which
Contractor shall meet with NY DMV staff and draft a final Project Plan reflecting the actual
implementation dates as required by the DMV and as accepted by Contractor. The final Project
Plan shall supersede the dates set forth in this Section 2.2.1. The delivery elates shall change
subject to mutual agreement.
Once the enrolled legacy image database, Milestone I, is received, DMV shall sign a "Delivery
Acceptance Form" acknowledging the receipt as detailed in the form. Once the FRS is ready for
UAT acceptance by the customer, DMV shall sign a second "Delivery Acceptance Form"
acknowledging the receipt as detailed in the form and therefore initiating the release of Milestone
2 in Section 3.1. When operational for daily use and accepted by DMV, DMV shall sign a third
"Delivery Acceptance Form" acknowledging the receipt as detailed in the form, and thereafter
final payment shall be dispersed for Milestones 3 and 4.
3.3

Payment for Products and Services

For Products, Services and Deliverables provided by Contractor, DMV agrees to pay Contractor
the amounts set forth in the Payment Section 3.1 ("Purchase and Cost"). Subject to NYS
Finance Law, DMV shall make payment within 30 days following the elate of Contractor's
invoice. Contractor shall invoice DMV after delivery and acceptance.
3.4

Achievement of Milestones

If achievement of any particular milestone is dependent upon performance and/or completion of
tasks within the control of the DMV or within the control of a third party outside Contractor's
control, the projected dates for accomplishing such milestones and the Project Schedule shall be
appropriately adjusted to reflect the actual performance and/or completion of such tasks.

3.s

Taxes

Purchases made by the State of New York and certain non-State Authorized Users are exempt
from New York State and local sales taxes and, with ce1tain exceptions, federal excise taxes. To
satisfy the requirements of the New York State Sales tax exemption, either the Purchase Order
issued by a State Agency or the invoice forwarded to authorize payment for such purchases shall
be sufficient evidence that the sale by the Contractor was made to the State, an exempt
organization under Section 1116 (a) (I) of the Tax Law. Non-State Authorized Users must offer
their own proof of exemption upon request. No person, firm or corporation is, however, exempt
from paying the State Truck Mileage and Unemployment Insurance or Federal Social Security
taxes, which remain the sole responsibility of the Bidder/Contractor.

3.s

Late Payments

The payment of interest on certain payments due and owed by DMV may be made in accordance
with Article 11-A of the State Finance Law (SFL § 179-d, et seq.), and Title 2 of the New York
Code of Rules and Regulations, Pait 18 (Implementation of Prompt Payment Legislation -2
NYCRR §18.1, et seq.).

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 4

ADDITIONAL CONTRACTUAL PROVISIONS

Additional contractual provisions are contained in this Section 4. Capitalized terms not
otherwise defined shall have the meanings ascribed to them in Appendix J, "Terms and
Definitions."
4.1

Title and License

Title to the hardware Products shall vest in the DMV upon installation of the hardware Products.
The license to the software included in the Products shall be granted to DMV upon installation of
the software Products.
4.2

Ownership of Software, etc.

Notwithstru1ding any other provision set forth in this Agreement, DMV acknowledges and agrees
that Contractor is the sole and exclusive owner of all Contractor Technology incorporated in the
Products (including all Contractor application software incorporated in the Products) and any and
all intellectual propeiiy (IP) rights arising under the Products, and of any corrections,
modifications, updates, enhancements, and new or revised versions thereof, and of any
subsequently derived and/or successor technologies that may be developed therefrom.
4.3
4.3.1

Services
Provision of Services

DMV shall pay Contractor in accordru1ce with the terms hereof, subject to the provisions9f_~tate
finance Law, and Contractor shall provide to DMV the Services ru1dDeliverables described in
the Statement of Work (as described Secti<m2 of this Agreement).
4.3.2

Manner and Means

Contractor shall provide such resources and utilize such employees and/or design and technical
consultants, as it deems necessary to perform the Services. The manner a11dmeans used by
Contractor to perform the Services are in the sole discretion and control of Contractor.
Depending on the tasks to be performed, work may be performed at Contractor's designated
facilities or at DMV's site. Contractor shall ensure that all-Contractor personnel involved in the
performance of the Services on DMV's premises shall comply-and require any subcontractors
performing Services on the DMV's premises to comply-with DMV's reasonable security
procedures and other workplace regulations. The Services shall be performed in a manner
calculated to minimize interference with DMV's business, but Contractor cannot guarantee that
there shall be no such interference or that DMV shall suffer no inconvenience as a result of
Contractor's performance of the Services.
4.3.3

Subcontracts and Subcontractors

For the purposes of this agreement, Contractor is the primary contractor. The primary contractor
shall be held responsible for the performance of any and all subcontractors. DMV shall have the
right to approve all subcontractors. DMV further reserves the right to review and approve
subcontractor agreements between the primary contractor and any subcontractor. Contractor
shall provide DMV with copies of such agreements.

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 4.4

Drivers Privacy Protection Act

Contractor acknowledges that it is subject to the applicable provisions of the Driver's Privacy
Protection Act of 1994 ("DPPA") (18 U.S.C. 2721, et seq.). Contractor is responsible for
submitting in writing, to DMV, within five (5) business days following its receipt of knowledge
of such violation, notification of any violations of this section by Contractor's employees or its
subcontractors. Intentional failure to submit such notification may result in penalties punishable
under the appropriate provisions of the DPPA.
The Contractor shall indemnify and hold harmless the State of New York, its employees and
agents, from and against any claims, demands, loss, damage or expense related solely to a
knowing violation of the DPPA committed by an employee(s) of Contractor or its
subcontractor(s). Contractor shall indemnify the State of New York even if the Contractor did
not have knowledge of its employee's or subcontractor's knowing violation of the DPPA at the
time such violation occurred. By signing the Contract, the Contractor acknowledges that all
DMV records containing personal information, as well as OMV-related processing information
is confidential and is the property of the Department and the State of New York, and should this
information be used in violation of the DPPA, the Contractor may be liable under the applicable
provisions of the DPPA and may be required to indemnify DMV as set forth herein, subject to
the terms and conditions of Section 4.12. The Contractor shall sign the "Memorandum of
Understanding for the DPPA" (Appendix C).
4.s

Information Security Breach and Notification Act

l

Contractor shall comply with the provisions of the New York State Information Security Breach
and Notification Act (specifically as set f01ih in General Business Law Section 899-aa and State
Technology Law Section 208). Contractor shall be liable for the costs associated with such
breach, if caused by the negligent or willful acts or omissions of Contractor, its agents, officers,
employees or subcontractors.
The form to be filed, in accordance with the New York State Information Security Breach and
Notification Act, is attached as Appendix H.
4.6
4.6.1

Items Provided by DMV
OMV Provided Materials, Facilities, etc.

DMV agrees to provide Contractor with the DMV-Provided Materials, as well as site
availability, suitable working space and facilities, network connection, and such other items as
may be set forth on the Statement of Work, or reasonably requested by Contractor from time-totime in the course of providing the Services. DMV shall provide access to DMV's data and
systems to Contractor and its subcontractors, in a timely manner, during DMV's normal business
hours, as may be reasonably requested by Contractor to perform the Services.
4.6.2

OMV Personnel

DMV shall make its personnel available to Contractor and its subcontractors as specified by
mutual agreement. DMV shall appoint a qualified project manager ("Project Manager") who
shall serve as DMV's primary liaison to Contractor throughout the course of providing the
Services hereunder. The Project Manager shall be authorized by DMV to answer all questions
posed by Contractor, and to communicate all decisions made by DMV during the term of this
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 Agreement; and Contractor shall be entitled to rely on such information as conveyed by the
Project Manager. DMV's appointed Project Manager is set forth in the Statement of Work.
4.1

Project Schedule

Contractor shall use commercially reasonable effo11sto meet the project task schedule set forth
in the Statement of Work, if any, and DMV agrees to cooperate in good faith to allow Contractor
to achieve completion of Services in a timely and professional manner. DMV understands and
agrees that Contractor's provision of Services may depend on DMV's timely decision-making,
completion of certain DMV tasks, availability ofDMV's facilities and work site, including
availability ofDMV's networks or systems with pre-installed and operable Third Party
Components, adherence by DMV to DMV schedules, all within DMV's control. Consequently,
the Project Schedule, time of performance, and Services may require adjustments if such DMV
tasks or schedules change, are modified, or are not completed as required or such personnel are
not available when reasonably required. Contractor shall not be liable for delays in performance
occasioned by Third Party Components outside the control of Contractor or by DMV's failure to
provide any item or personnel or to timely complete any DMV-specific task (including,
providing answers to questions and making decisions on a timely basis) as required by this
Agreement including the Statement of Work.
4.8

Compliance with Specifications

In performing the Services, Contractor shall design, develop and/or make for DMV the
Deliverables as required in the Statement of Work. Contractor shall use commercially
reasonable efforts in order to ensure that the Deliverables meet the specifications for such
Deliverables, if any, set forth in the Statement of Work or as may otherwise be developed during
the course of performance of the Services.
4.8.1

Change Orders

The DMV and Contractor may, from time to time during the term of the Contract, make
modifications to the design and implementation of the Deliverables. Such changes shall be
managed in accordance with Appendix K, "Change Control Process."

4.9
4.9.1

Intellectual Property Rights
OMV-Provided Materials

The DMV-Provided Materials, to the extent known, shall be identified in the Statement of Work,
including materials proprietary to DMV or licensed by DMV from third parties. DMV hereby
grants Contractor a royalty-free, non-exclusive, non-transferable worldwide license to use the
DMV-Provided Materials, solely in order for Contractor to perform the Services and develop and
prepare the Deliverables. DMV hereby represents and warrants that to the extent DMV provides
to Contractor any third party data, software, hardware, information or other materials ("Third
Party Materials") as part of the DMV-Provided Materials, DMV shall have obtained all
necessary permissions, licenses, and consents and shall have the authority to provide such Third
Party Materials to Contractor.
4.9.2

Retained Ownership Rights

Except as expressly set forth herein, neither this Agreement, nor the provision of any Services
hereunder, shall give either Contractor or DMV any ownership interest in or rights to the IP
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 Rights of the other party. All IP Rights that are owned or controlled by a party at the
commencement of this Agreement shall remain under the ownership or control of such party
throughout the term of this Agreement and thereafter.
4.10

License To Contractor Technology

4.10.1

License

i\ ubject to compliance with the terms and conditions hereof, Contractor grants to DMV a
~~~y 1oernetual.worldwide, non-exclusive, non-transferable license under the Contractor IP Rights to

.~\~1lisethe

Contractor Technology incorporated into the Deliverables solely for DMV's internal
~ '~business purposes and in connection with any Services obtained from Contractor, and not for any
other purposes. Without limiting the foregoing, DMV is prohibited from creating derivative
works of, or selling, licensing, or otherwise transferring, or distributing to third parties, or
commercializing in any respect whatsoever, any Contractor Teclmology.
4.10.2

Rights Reserved

Contractor hereby retains all rights not expressly granted to DMV in Section 4.10.1. Without
limiting the foregoing, DMV does not have the right to reproduce (except for the limited purpose
of disaster recovery and back-up), manufacture, have manufactured, modify, create derivative
works of, license, sublicense, sell, offer to sell, transfer, import or otherwise distribute any
Contractor Technology or Contractor IP Rights.
4.10.3

No Reverse Engineering

DMV may not reverse engineer, decompile, or disassemble the Contractor Technology, and in
the case of software provided by Contractor otherwise attempt to derive the source code thereof,
nor permit or encourage any third party to do any of the foregoing.

4.10.4

Escrow

At the request ofDMV, Contractor shall enter an agreement ("Escrow Agreement") with a thirdparty escrow agent ("Escrow Agent") under which the Escrow Agent would hold the Escrowed
Materials (as identified in Appendix L, "Software Escrow Agreement"). Under the terms of the
Escrow Agreement, which would be subject to the approval ofDMV, (a) the Escrow Agent
would be instructed to release the Escrowed Materials in the event of a material breach by
Contractor relating to Contractor's obligations to maintain the software Products as required
under this Agreement and failure to cure such material breach in accordance with Section ·
4.17.3.1 (Early Termination of Contract Due to Contractor's Default) and (b) upon release of the
Escrowed Materials, DMV would have a non-exclusive, non-transferable right and license to use
the Escrowed Materials, subject to the terms and conditions of this Section 4.10, for the sole
purpose of maintaining the Products. DMV's right and license to so use the Escrowed Materials
shall exist for the originally stated, 3-year term of this Agreement, plus any mutually agreed to
extensions thereof, and shall not end upon early termination of this Agreement pursuant to
Section 4.17.3.1 (Early Termination of Contract Due to Contractor's Default).

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 4.11
4.11.1

Limited Warranties and Exceptions
Contractor Limited Warranty

Contractor warrants that, for three years following delivery of the relevant Services or
installation of the relevant Products (the "Warranty Period") (a) the Services provided hereunder
shall be performed in a professional manner meeting or exceeding industry standards and
consistent with the quality of performance of services for similar types of engagements; (b) the '
software Products when delivered shall substantially conform to, and substantially perform in ~
accordance with, the functional specifications contained in this Agreement and as may be
.
mutually agreed to in writing during the contract period and any extensions thereto;0aHa-(-e38el'lfa'!let'erW!lil'lllttsc-thaHhe-hal'dware-P.1•0duets--shaH-befree-frern--defeets-in-mate1•ia1-anclwarkrnanship under normal use and-sei"litie. Contractor's obligation for the failure of any
\'I· 1,
Services or Products to satisfy any warranty during the Warranty Period shall be for Contractor
to repair or replace the relevant Product or to correct the relevant Services. If, despite repeated
effort, Contractor is unable correct any failure of the Services or Products to satisfy any warranty
during the Warranty Period, then, at the option ofDMV, DMV may return the affected Product
~
or component thereof and receive a full refund for such Product. To the extent permitted,
Contractor shall pass through all third-party warranties to the DMV.

t
:"tY
.,

i-~~
;.

THE WARRANTY SET FORTH IN THIS SECTION 4.11.1 IS EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED
WARRANTIES CONCERNING THE SERVICES ONLY, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EXCEPT THAT

,~~

CONTRACTOR MAY NOT DISCLAIM WARRANTIES OF TITLE. To THE EXTENT CONTRACTOR MAY NOT
AS A MATTER OF LAW DISCLAIM ANY WARRANTY, THE PARTIES AGREE THAT THE SCOPE AND
DURATION OF ANY SUCH WARRANTY SHALL BE FOR THE MINIMUM PERMITTED UNDER APPLICABLE
LAW. CONTRACTOR MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WITH RESPECT TO
THE THIRD PARTY COMPONENTS~, AND DMVAGREES THATDMV-8HAL--b--b00K SOLELY TO TIIE
TIIIRD PARFY LICENSORS OR MANUFACTURERS OF SUCH COMPONENTS IN TIIE EVENT OF ANY

~\ 'I

Cv
'

DEFECT OR FAILURE TO PERFORM AS WARRANTED BY THE 'J'IIIRD PARTY LICENSOR OR
MANUFACTURER OR OTHER PROVIDER.
4.11.2

\/

Disclaimer

THE PRODUCTS ARE DESIGNED AS AN AID TO DMV AND ITS EMPLOYEES AND
AGENTS IN MAKING DETERMINATIONS REGARDING THE IDENTITY OF PERSONS,
THE VALIDITY OF CERTAIN IDENTIFICATION DOCUMENTS AND/OR RELATED
DETERMINATIONS. DMV AND ITS EMPLOYEES AND AGENTS ARE SOLELY
RESPONSIBLE FOR MAKING ALL SUCH DETERMINATIONS, AND IN NO EVENT
SHALL CONTRACTOR BE RESPONSIBLE OR OTHERWISE LIABLE FOR ANY
ERRORS, DAMAGES, LOSSES, INACCURACIES OR OMISSIONS ARISING FROM SUCH
DETERMINATIONS.
4.12
4.12.1

Indemnification
By Contractor

8ubjeet to the provisions of this 8eetiol'l 4.12, Contraetor hereby agrees to indemnify, keep and
hold harmless the DMV and the State of New York, its offieials and employees, from any and all
;
1
elaims for (a) personal injury or property damage to person or prope1iy, arising out of the service'~
to be performed under this Agreement, including any personal injury or property damage arising < _) i..J
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 ,mt-<,f-negligense,aetive-efi3assive,-0Hvmngful-01~impH,plll'€en'1H£1-<>f.!h&00ntra€ler, its agents, subcontraele-r
e!HjH<>yees,aH&Gentrae!eHeJBains-liable,-without-monetaf)' limitation,for direst Elamagesfor p8P.ionalinj:tf)', Eleath --51;1
or Elamagets real proper!)' er tangible f)8P.iena½,roperty allributaWe4&1h<H>egligene&eH>lheHortsf CentractBf,its . ·, ' /
effieers, employees er agents; (b) infringement sf any emTently e,dsting anElvalidly issaed thirEl par!)' U.S. patent,' ~,.,
eopyrigRI, trade seeret er ether intellectual preperlj' right by the Pro'1u€1&
(
Gon!m€leHJ!1all-n0t-b1>-ebligatedts defend er h<Hiahle-fuHJny-lesses4e-tl1em,tent the
infringement-&laim-aFises-eut sf: (i) Cen!rasteHrWH1plian<>1>-wilhDMV's speeifisatioes-eHequirnmeets-reqttiFing
modifiooti01!&-lo-tl1e-Gontmc-!er-To<>ltnelogy; (ii) any-addition-to-0H11edifi<>ati0n-to-the-Produsts-not-made-by
GontrnstBf-(,mless-oulhorized by Centra<>te+,-or (iii) third par!)' software. NetwilhsffiHffi!lg-lt1e-forogeing, sltenld
any-Preduets-eeeeme-o1~n-C-0ntraste1"-s-ep-iitieH-be-likcly-tB-bee0rne,--lhe-subje<>t-ef-a11y-sHelt-suih>r-aetion-fer
D~Pl ( l)
infringemem,Gentrae!eHnay,at~Ge11tra<>te1+8*pense,aHd-Hpen-agreement-lletwee~ntra€ler-and
prewre-for DMV the right ts eenti1m0{1&ing-sueh-Pre'1uets,(2) repla<><>-er-medijy-we&Preeuetsse that they-1'"60me
tteR infriHgiHg,er (3) termiRatethis Agreement.

The Contractorshall defend, protect,and save harmless the State, its officers, agents and employees, againstall suits
at law or in equity and from all damages, claims or demands for actual or aIIeged infringementof any protected
intellectual property right (including patent, trademark, or copyright) resulting from Contractor'sperformance
hereunder.
The Contractor will assume liability for injuries, deaths, losses, damages, claims or suits resulting from the
Contractor's operations. Notwithstanding any provision to the contrary, Contractor shall remain liable, without

monetarylimitation, for direct damages for personal injury, death or damage to real propertyor tangible personal

J:

property attributable to the negligence or other tort of Contractor, its officers, employees or agents.

~

The Contractorshall indemnify and hold harmless the State, its employees and agents, from and against any third
party claims, demands, loss, damage or expense related to the Contractor'sviolation of the federalDriver'sPrivacy
Protection Act of 1994 and/or the New York State Information Security Breach and Notification Act.
DMV's acceptance or approvalof Contractor'sperformancehereunder,including Contractor'sorderor procedure._

v

method, stmcture or equipment submitted or employed by the Contractor will not relieve Contractor of its liabi!it;f':

for damagesresulting therefrom.
4.12.2

'"~

By DMV

DMV represents and warrants that the DMV Provided Materials and any other information disclosed by DMV
pursuant to the terms of this Agreement (including without limitation the use or practice by Contractor or its
subcontractors of such materials and information for the purpose of performing any obligations required under the
terms of this Agreement) shall not violate the patent, copyright, trademark, trade secret, or other intellec.tual property ~
right of any third party at the time of such disclosure. '.f-he-DMV-heteebyagrees te i110emttify,keep-and-h&ld-l'larmless ~
lhe-Gentrae!er aHd its effieers, employees, and-agents-ffGm-a11y-,1nd-all-&lairns-afising-ent-ef-eHeelated-to-a-b1'0aeh-ef . '
the represeH!ations-an<l-warranties-in tl'lis SestieH 4.12.2. Subject to the availability of lawful appropriations and \,
consistent with Section 8 of the State Court of Claims Act, DMV shall hold the Contractor harmless from and \ ·
indemnify it for any final judgement of a court of competent jurisdiction to the extent attributable to the negligence

ofDMV or of its officers or employees when acting within the course and scope of theiremployment.
4.12.3

Procedure

If any claim or action (a "Claim") is commenced against a party entitled to indemnification for any losses
under this Section 4.12 resulting from such Claim, such party shall give written notice to the
indemnifying party within 10 days of receiving notice of such Claim, provided, however, that the failure
to provide such notice shall not release the indemnifying party from any of its obligations under this
Section 4.12 except to the extent that the indemnifying party is materially prejudiced by such failure. The
)~
indemnified patty shall cooperate in all reasonable respects in such investigation and defense ( and any .
related settlement negotiations). J.f.suo~otiee
is obligated under this S0€1ion 4.12 to defend-the \
par!)' against sueh Claim,lhert tl,e indemnifying party shall take eenll'el-ef-the-eefcense-(and-any-1eelated-se\t1ement~
negetiatiens) and-illvestigatien of lite Claim. The indemnified party-shall-ooeperate-in-a+l-rnasenabl6-1'0Speets-iit
suel'I investigatioo-,md-eefense-{-and any related settlement negotiatiens);-previded--that-sueh-party-mayfartisipate \;
with eou11selof its ehoesing, at its ewn ellpense.-+he-illdemnifyieg party shall net enter into the settlement sf aHy \
par!)', which-<;onsent shall net be HHreasenaely withheld
Claim withont-lhe-p1aer-,v,·itten eensent of th<>-¼11demnified
or delayed. Notwithstaedieg-tlte foregeieg, Js!YS Allerney General-sitalH!efenEl, aHd seHtrel-the defense, sf any
Claim against DMV subjeet-tB-indemnifieatiell-ll!lder Seetien 4..1.;!.l(a) (relating ts personal iHjury er property
damage). The foregoing states DMV's and Centraetor's sele and-elfsmsive--reme<lies--wit!H'6Spest ts slaims of
illffingement sf third par·ty-preprietary rights sf a11yki11d.
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 4.13

Commercial General Liability and Property Damage Insurance

Insurance requirements as detailed herein must be obtained and kept in force for the term of the
contract at the expense of the Contractor. The Contractor must furnish to the Department
certificates of insurance for all insurance required, with the Department and the State of New
York as an additional insured for Commercial General Liability Policy. Contractor must provide·
notice. of and acceptance of contract award. Additionally,
snch evidence of insurance up9_11
Contractor is responsible for providing renewed evidence of such insurance coverage at least five
(5) business clays after expiration of current evidence of insurance provided, and may be required
to furnish the Policy Declarations Page and the entire Insurance Policy, at Contractor's expense,
at any time the Department so requests within 5 business clays from Contractor's receipt of a
written request from the Department. The Contractor shall notify the Department by cettifiecl
mail if the Contractor has failed to make all required premium payments and if the insurance
policy is subject to an early termination, or change in coverage. Fmther, if the Contractor
changes any insurance carrier, the Department must be notified in writing within five business
days and provided with a new Cettificate oflnsurance. Failure to comply may result in
termination of the Agreement Pursuant to Section 4.17.3.1 (Early Termination of Contract due to
Contractor's Default). Stipulated evidence of all required insurance should be sent to:

NYS Department of Motor Vehicles
ATT: Maureen Yowtldn, Contraets Administrator
Contract Administration
6 Empire State Plaza
Swan Street Bldg., Room 138
Albany, New York, 12228
An insurance company licensed to conduct business under the laws of the State of New York
shall issue all policies.
The minimum amount is $5,000,000 in the aggregate, unless otherwise agreed to by the
Department. The Department has no obligation to agree to different policy limits. The following
endorsement shall be on this policy: "The Department of Motor Vehicles and the State of New
York and its agents, officers and employees are additional insureds." The naming of the New
York State Department of Motor Vehicles and the State of New York as additional insureds does
not exclude the liability of anyone acting by, through or for the Contractor, for damages to the
property or facilities of the Department of Motor Vehicles or the State of New York.
The Contractor shall also maintain and provide evidence of worker's compensation and disability
insurance as required by law, as well as any public liability and property damage insurance.
Such evidence must be presented within thirty (30) days of the effective date of this Contract.
4.14
4.14.1

Letter of Credit; Limitations on Liability
Letter of Credit

The contractor shall furnish, concurrent with the signing of this contract, an irrevocable letter of
credit for one million dollars ($1,000,000). However, DMV reserves the right to require
Contractor to increase the amount of the Letter of Credit, or to furnish an additional Letter of
Credit, for an additional one million dollars ($1,000,000) at DMV's expense, for a total of two
million dollars ($2,000,000). The irrevocable letter of credit must be executed by a bank
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 licensed to do business in New York State. The letter of credit shall be held by the Department
of Motor Vehicles and used, in prut or whole, in the event damages are suffered by the State due
to a material breach of this Agreement, which material breach Contractor fails to cure pursuant to
Section 4.17.3 .1 (Early Termination of Contract Due to Contractor's Default). The letter of
credit shall be renewed, as appropriate, but shall remain in effect for the entire period of the
contract and any extensions thereto. If assessed, liquidated damages may be drawn down on the
letter of credit. DMV shall not make use of the letter of credit unless it has first provided
Contractor with written notice of material breach and opportunity to cure such material breach
pursuant to Section 4.17.3.1., and made a demand for payment due hereunder and failed to
receive such payment within 30 days following such demand. In the event that Contractor is
unable or unwilling to cure a material breach within the cure period set forth herein, then the
time of breach shall be calculated from the date written notice of such breach was sent to
Contractor.

4.14.2

Limitation on Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL,
INCIDENTAL, OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST
PROFITS, HOWEVER CAUSED, EXCLUDING THOSE DAMAGES CAUSED BY
CONTRACTOR'S WILLFUL MISCONDUCT, EXCEPT THAT THE PARTIES HERETO
MAY NOT SEEK TO LIMIT LIABILITY FOR CONSEQUENTIAL DAMAGES AS
RELATES TO PERSONAL INFORMATION PROTECTED UNDER THE NEW YORK
STATE GENERAL BUSINESS LAW, SECTION 899-AA (KNOWN AS THE
INFORMATION SECURITY BREACH AND NOTIFICATION ACT), AND ANY ATTEMPT
TO LIMIT LIABILITY THEREFOR SHALL BE DEEMED NULL AND VOID.
4.14.3

Liability of Contractor Secure Credentialing Division

Contractor acknowledges that L-1 Identity Solutions Operating Company shall be primarily
responsible for any liability of its Secure Credentialing Division.
4.15
4.15.1

Confidentiality
Confidential Information

By virtue of this Agreement, each party hereto may disclose to the other party information that is
Confidential Information. Each party agrees to use the Confidential Information of the other
party solely to the extent necessary to fulfill its obligations or exercise its right hereunder, and
not for any other purpose. Information in earlier sections of this contract, which address the
handling of confidential information shall not be superseded by this section.
4.15.2

Obligations

Each party agrees to hold the other pruiy's Confidential Information in confidence, not to
disclose such Confidential Information to third parties not authorized by the disclosing party to
receive such Confidential Information, and to disclose such Confidential Information only to its
employees and contractors with a need to know such Confidential Information and who have
obligations of confidentiality to the receiving party. Each party agrees to take reasonable steps
using at least the same degree of cru-ethat it uses to protect its own Confidential Information, but
no less than reasonable care, to protect the other party's Confidential Information to ensure that
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I

 such Confidential Information is not disclosed, distributed or used in violation of the provisions
of this Agreement. The foregoing prohibition on disclosure of Confidential Information shall not
apply to the extent certain Confidential Information is required to be disclosed by the receiving
party as a matter of law or by order ofa court, provided that the receiving party uses reasonable
efforts to provide the disclosing patiy with prior notice of such obligation to disclose and
reasonably assists in obtaining a protective order therefor.
4.1s.3

Return or Destruction

Within fifteen (15) days after the party's receipt of the other party's written request for the return
of Confidential Information, or the completion of the Services hereunder, all of the other party's
Confidential Information and all copies thereof in such party's possession or control shall be
returned to the other party or destroyed by such party at the other party's instruction. The party
shall then certify the same in writing and that no copies have been retained by the party, its
employees or agents.
4.1s.4

Injunctive Relief

Each party acknowledges that unauthorized disclosure or use of the Confidential Information
may cause irreparable harm to the other patty for which recovery of money damages would be
inadequate, and the other party shall therefore be entitled to obtain timely injunctive relief,
without the necessity of posting a bond, to protect its rights under this Agreement, in addition to
any and all remedies available at law.
4.1s

Right To Perform Similar Services

Nothing in this Agreement shall restrict or limit Contractor from performing the Services, or
other services to any other entity in any industry, including the industry in which DMV is
engaged, and including services similar to those provided to DMV hereunder.
4.11
4.11.1

Term and Termination
Duration of Term

This Agreement shall become effective on the date it is approved by the New York State Office
of the State Comptroller and shall continue for a period of three years from that date. Contractor
and DMV may extend the contract up to two additional one-year periods through a written
atnendment, subject to the approval of the Division of the Budget, Office of the Director of State
Operations, Office of the New York State Attorney General, and the Office of the State
Comptroller.
4.11.2

Early Termination of Contract Without Fault of Contractor

DMV may terminate the Contract if it is ordered to do so by a court of competent jurisdiction; if
the Progratn is repealed or substantially amended by statute; if the Program is invalidated by a
court of competent jurisdiction; or in the occmTe1iceof a Force Majeure event where the
Contractor is unable to return in a timely manner to a level of operation required by this
Agreement. If the Contract is terminated by DMV prior to the end of the Contract term for any
reason, DMV agrees to compensate the Contractor for prope1ty used or intended to be used in the
performance of this Contract, offset by any funds owed to DMV by Contractor. In addition,
D MV reserves the right to cancel the complete Contract or any portion thereof, at any time, by
giving the Contractor 30 days written notice.
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 4.11.3

Early Termination of Contract Due to Contractor's Default

Subject to Section 4.18.14 hereof, DMV may terminate the Contract at any time if the Contractor
commits one or more of the following "Events of Default":
1. The Contractor fails to remedy a material breach of any provision, or provisions of this
Contract within thirty (3 0) calendar days following receipt by the Contractor of written
notification of such breach by DMV (if the alleged breach cannot reasonably be cured
within the 30-day cure period, then DMV may approve a reasonable additional amount of
time to cure the alleged breach), or if the Contractor has not in good faith commenced a
reasonable effort to cure such breach in a timely manner. The Contractor shall be
notified in reasonable detail of a material breach by certified mail, return receipt
requested. However only one such written notice shall suffice for repeating, substantially
similar breaches occurring in succession over a short period of time, provided that DMV
describes in detail the nature of such repeating and snbstantially similar breaches.
2. The Contractor makes a general assignment for the benefit of creditors, admits in writing
its inability to pay debts as they mature, institutes proceedings to be adjudicated a
voluntary bankruptcy, consents to the filing of bankruptcy proceeding against it, files a
petition, or answer or consent seeking reorganization, readjustment, arrangement,
composition, or similar relief under the federal bankruptcy laws or other similar
applicable law, consents to the filing of any such petition, consents to the appointment of
a receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of the Contractor
or of a substantial patt of its property; or
3. A decree or order by a court of competent jurisdiction has been entered which determines
that the Contractor is bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, readjustment, mrnngement, composition, or similm· relief for the
Contractor under the federal bankruptcy laws or any other similm· applicable law, and
such decree or order of a court of competent jurisdiction for the appointment of a
receiver, liquidator, trustee or assignee in bankruptcy or insolvency of the Contractor or
of a substantial part of its property, or in the winding up or liquidation of its affairs, is
entered, and such decree or order remains in force undischarged or unstayed foi· a period
of sixty (60) days; or any substantial pmt of the property of the Contractor is sequestered
or attached and is not returned to the possession of the Contractor or released from such
attachment within sixty ( 60) days thereafter.
4.11.4

Early Termination of Contract by Contractor

The Contractor may terminate this Contract if DMV fails to remedy a material breach of any
provision, or provisions of this Contract within thi1ty (30) calendar days of receipt by the DMV
of written notification of such breach from Contractor (if the alleged breach cannot reasonably be
cured within the 30-day cure period, then Contractor may approve a reasonable additional
amount of time to cure the alleged breach). The DMV shall be notified in reasonable detail of
each breach by ce1tified mail, return receipt requested.
4.10
4.10.1

Miscellaneous
Independent Contractors

Contractor shall perform the Services as an independent contractor, and nothing contained in this
Agreement shall be construed to create or imply a joint venture, partnership, principal-agent or
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 employment relationship between the parties. Neither party shall take any action or permit any
action to be taken on its behalf which purports to be done in the name of or on behalf of the other
party and shall have no power or authority to bind the other party to assume or create any
obligation or responsibility express or implied on the other party's behalf or in its name, nor shall
such party represent to any one that it has such power or authority.
4.18.2

Compliance With Laws

Each party must comply with all laws, statutes, ordinances, rnles and regulations of any
governmental entity in coajunction with the performance of obligations under this Contract m1d
shall pay, at its sole expense, all applicable permits, licenses, tariffs, tolls and fees and give all
notices in connection therewith. The laws include, but are not limited to terms of condition of
employment, building and fire codes, zoning laws, privacy, and requirements for use by the
handicapped and occupational safety and health rnles. Where practicable, the State shall provide
Contractor with prompt notice of any new or proposed programs, laws, regulations, rules and/or
the like that may have m1impact on the Program or Products, however Contractor shall at all
times be solely responsible for its compliance with applicable laws, statues, ordinances, rnles and
regulations of any governmental entity in conjunction with the performance of its obligations
under this Contract.
4.18.3

Notices

Notices to be given or submitted by either party to other pursuant to this Agreement shall be in
writing and directed to the addresses below:
Ifto DMV:
New York State Department of Motor Vehicles
6 Empire State Plaza
Contracts Administration, Room 138
Albany, New York 12228

If to Contractor:
L-1 Identity Solutions Operating Company
Secure Credentialing Division
296 Concord Road
Billerica, Massachusetts O1821
Attention: Chief Financial Officer
4.18.4

Severability

The parties agree that if any provision of this Contract or the application of this Contract to any
person or circumstances shall be adjudged by any New York State Court to be invalid, that
judgment shall not affect, impair or invalidate the remainder of this Contract or its application to
other persons or circumstances, unless so provided by the Court or unless the severance of the
invalid provision alters the basic intent or purpose of this Contract, causes a material increase in
either party's financial obligations, or prevents compliance with an applicable statute, regulation,
limitation, guideline or policy.

4.18.s

Force Majeure (Events Beyond Control)

The term "force majeure" shall include acts of nature; work stoppages due to labor disputes or
strikes; fires; explosions; epidemics; riots; acts of terrorism; utility or power failures or outages
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 not isolated to the Contractor's system; war; rebellion; other catastrophic events; or sabotage.
Subject to the conditions enumerated in this subsection, if a delay or failure of performance by
either party results from the occurrence of a force majeure event, the delay shall be excused and
the time fixed for completion of the work extended by a period equivalent to the time lost
because of the force majeure event, and the extent that:
a) The delay or failure are beyond the control of the party affected and not due to its fault or
negligence; and
b) The delay or failure was not extended because of the affected party's failure to use all
reasonable diligence to overcome the obstacle or to resume performance immediately after the
obstacle was overcome.
The party seeking relief under this subsection shall notify the other party in writing within ten
(10) calendar days following the time of commencement of the force majeure event, that it seeks
the protection of this subsection. The notice shall describe the nature of the force majeure event
for which it is seeking the protection of this subsection. The notice shall describe the nature of
the force majeure, its anticipated affect on the performance of the Contract, and the anticipated
length of the delay. If appropriate, the notice shall also include a description of the measures
taken or to be taken to minimize the delay, and the timetable by which these measures are to be
taken. The party seeking relief under this section shall also give written notice of the end of the
force majeure event within five (5) calendar days after the event has ended. These notices may
be combined if the force majeure event lasts for less than five (5) calendar days.
The party seeking relief under this subsection shall bear the burden of proving that force maj eure
has occurred.
Neither party shall have any claim to damages against the other resulting from delays caused by

~~=-

4.18.s

r

\P

Assignment

Subjeet te-Afµendix A "Standard Clauses for all NYS Contraets", neither party sl--"
-,
portion of its rights, duties, or obligations under this Agreement witho:1t the prior written consent'
of the other and any attempt to do so shall be null and void. The agreement may only be
assigned pursuaht to the requirements of State Finance Law Section 138.
4.18.1

Complete Agreement

This Agreement, including the Exhibits and Appendices attached hereto, is the complete and
exclusive statement of the agreement between the parties regarding the subject matter hereof,
which supersedes all prior agreements, negotiations or proposals, oral or written, and all other
communications between the parties relating to such subject matter.
4.18.8

Modification

The Contract shall be amended only by mutual consent ofDMV and the Contractor and with
approval from the Attorney General and the Office of the State Comptroller.
4.18.9

No Waiver

The failure of a party to enforce any provision of this Agreement shall not constitute a waiver of
such provision or the right of such party to enforce such provision or any other provision.
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 Language
The language of this Agreement is English and the English version shall take precedence over any
translation of this Agreement into any other language, even when the parties have signed a copy of such
translation.
4.1a.10

Survival
Sections 4.2, 4.9.2, 4.10.2, 4.10.3, 4.14.2, 4.14.3, 4.15, 4.16, 4.18.3, and 4.19, of this Agreement shall
survive the expiration or earlier termination of this Agreement.
4.1a.11

4.1a.12

Public Statements

Any news releases, public announcements, advertise111entsor publicity released by either party
concerning this Agreement, shall be subject to the prior written approval of the other party. In the case of
OMV, approval 111ustbe obtained from OMV's Associate Commissione1; Office of Communications.
4.18.13

Conflict of Interest; Non-solicitation

for the term of the eontraet, and for one year after contract terminhlfeH;-t1eit+lorparty shall offer
employment to any employee of tho o!hep--partywithout the e>tpress written consent of the other party.
DMV will not solicit the Contractor's employees for the term of this contract. In no event shall this
provision apply to any public solicitation or employment announce111ent.The Contractor shall notify
OMV in writing immediately if it becomes aware of a relationship that constitutes a conflict of interest
concerning the subject matter of this Agreement in accordance with the NYS Public Officer's Law,
Chapter 51, Article 4, Section 74 in the Code of Ethics.
4.18.14

Termination For Cause

For a material breach of this Agreement that remains uncured for more than thirty (30) days after written
notice to the Contractor, the Contract may be terminated by the DMV . Such termination shall be upon
written notice to the Contractor. In such event, the DMV 111aycomplete the contractual require111entsin
any manner it may deem advisable and pursue available legal or equitable remedies for breach.

4.18.15

Requirements Regarding \/\(omen and Minority Owned Business Development

The Contractor must comply with the requirements, rules and regulations of A1ticle 15-A of the Executive
Law regarding minority and women business participation in state contracts. It is the policy of the State
of New York to promote equality of economic opportunity for minority and women-owned business
enterprises (M/WBEs) in State contracting. In order to comply with the State's objectives, the contractor
shall use "good faith efforts" to provide meaningful participation by M/WBE subcontractors or suppliers
in the performance of this contract.

Procurement Lobbying Act Termination Clause
The Department reserves the right to terminate the contract in the event it is found that the certification
filed by the Contractor in accordance with New York State Finance Law§ 139-k was intentionally false or
intentionally incomplete. Upon such finding, the Oepattment may exercise its termination right by
providing thirty (30) days written notification to the Contractor.
4.18.16

Disputes

4.19

DMV and Contractor agree to first enter into negotiations to resolve any controversy,
dispute ("Dispute") arising under or relating to this contract as follows:

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 a) The parties' project managers in association with their business staffs shall first attempt
resolution.
b) If the issues are not resolved at the level of project manager, the parties may raise the
remaining issues through their respective chains of authority up to top management.
The parties agree to negotiate in good faith to reach a mutually agreeable resolution of such
dispute within thirty (30) calendar days from when the matter is submitted for resolution. If
good faith negotiations are unsuccessful, DMV and Contractor agree to resolve the dispute in a
com1 of competent jurisdiction located within the State of New York.
4.20

Procurement Lobbying Requirement

State Finance Law §§139-j And 139-k New York State Finance Law§ 139-k(2) obligates a
Governmental Entity to obtain specific information regarding prior non-responsibility
determinations with respect to State Finance Law §139-j. 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, a Contractor 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. State Finance Law §139j sets forth detailed requirements about the restrictions on contacts during the procurement
process. A violation of State Finance Law§ 139-j includes, but is not limited to, an
impermissible contact during the restricted period.

As part of its responsibility determination, State Finance Law §139-k(3) mandates consideration
of whether a Contractor fails to timely disclose accurate and complete information regarding the
above non-responsibility determination. In accordance with law, no Procurement Contract shall
be awarded to any Contractor that fails to timely disclose accurate or complete information under
this section, unless a finding is made that the award of the Procurement Contract to the
Contractor is necessary to protect public property or public health safety, and that the Contractor
is the only source capable of supplying the required A11icleof Procurement with the necessary
timeframe.
The Department's policy and procedures for implementing these sections of the State Finance
Law is attached herein as Appendix D, "State of New York Procurement Lobbying Policy mid
Procedures." The required forms for the Contractor to complete and submit as part of the
Contract are attached as Form C and Form D.
4.21

Contractor Certification

Contractor Certification (Forms ST-220-TD & ST-220-CA) Contractors are required to
complete and sign, under penalty ofpe1jmy, the "Contractor Certification Form", ST-220-TD
(Appendix G), in accordance with§ 5 - a of the NYS Tax Law, and to file such form with the
NYS Department of Taxation and Finance. Contractors must also submit a copy of the
Certificate of Authority, if available, for itself, any affiliates, any subcontractors and any
affiliates of subcontractors required to register to collect state sales and compensating use tax.

Pursuant to Tax Law Section 5-a, Contractors are also required to complete and sign, under
penalty ofpe1jury, the "Contractor Certification Form ST-220-CA" (Appendix F) at time of
contract execution.
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 Tax Law Section 5-a applies to all Agreements in excess of $100,000 for the sale of goods or
services as defined in Article XI of the State Finance Law and/or tangible personal property or
taxable services as defined by the Tax Law.
The Department of Motor Vehicles is not authorized to address questions regarding the Tax Law
or its interpretation. Any questions regarding the Tax Law must be directed to the New York
State Department of Taxation and Finance.
•
•

4.22

A COMPLETED ST-220-CA MUST ACCOMPANY THE AGREEMENT.
IF REQUIRED, THE CONTRACTOR IS RESPONSIBLE FOR FILING THE ST-220TD WITH THE NYS DEPARTMENT OF TAXATION & FINANCE.

Consultant Disclosure Legislation

Chapter 10 of the Laws of2006 (Appendix I) requires Contractors to annually report certain
employment information every year that the Contract is in effect, on or before May 15 for the
previous state fiscal year. The state fiscal year runs from April 1 through the next March 31. It
is the Contractor's responsibility to ensure timely filings.
Contractor shall disclose, by employment category, the number of persons employed to provide
services under this Contract, the number of hours to be worked, and the amount paid to the
Contractor by the State as compensation for work performed by such employees. This disclosure
shall include information concerning any person(s) working under any subcontracts of the
Contractor.
Contractors must submit Form A, "Contractor's Planned Employment from Contract Start Date
through End of Contract Term" at the time of contract execution. Form A must accompany the
Contract.
The Contractor agrees to meet this requirement by completing three original copies of the
attached Form B, for each of the New York State fiscal years spanned by the term of this
Agreement, with a state fiscal year being defined as the period beginning April 1 and ending
March 31.
One original copy of the report shall be sent via mail or overnight service to:
NYS Department of Civil Service
Alfred E. Smith Office Building
Albany, NY 12239
One original copy of the report shall be sent via mail or overnight service to:
NYS Department of Motor Vehicles
Contract Administration - Room 138
6 Empire State Plaza
Albany, NY 12228
One original copy of the repoti shall be sent via mail or overnight service to:
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 NYS Office of the State Comptroller
Bureau of Contracts
110 State Street, 11th Floor
Albany, NY 12236
Attn: Consultant Reporting
Notwithstanding the foregoing, the NYS Office of the State Comptroller will accept a facsimile
report, in lieu ofan original, faxed to: (518) 474-8030 or (518) 473-8808.
The first report shall be due to the aforementioned entities on or before May 15, 2009.
Thereafter, the State Consultant Services Contractor's Annual Employment Reports will be due
no later than May 15th of each succeeding year.
By submitting its bid, Bidder agrees to comply with these filing requirements if awarded a
contract. Further the Bidder agrees and acknowledges that it shall be its sole responsibility to
comply with these reporting requirements.

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 CONTRACT NUMBER C000665
23000

Agency Certification
"In addition to the acceptance of This
contract, I also certify that original copies
of this signature page shall be attached to
all other exact copies of this contract"

L-1 IDENTITY SOLUTIONS
OPERATING COMPANY

NEW YORK STATE
DEPARTMENT OF MOTOR VEHICLES

Signe~

Sign~~~

~·(!Jv'-.)

d /11
/4;

Dated

Dated

---=J-1-'/"--J-"'b+-f--"'0_"1'--------

NEW YORK STATE OFFICE OF THE
STATE COMPTROLLER

NEW YORK STATE
ATTORNEY GENERAL

APPROVEDAS TO FORM
NYSATTORNEYGENERAL

Signed.__

---""MAowR__,O.w5..,2c¼loilR091----

~

\L).

{0,,t,

MAR2 5 2009

LORRAINE I. REMO

Dated~-==~A~SS~O~C~IATg;E~ATT~OR~N~
ted ----lt---fr-.c--EYL.,.~..:D
--,=----+
~
-

'

\..;>1'

~

MRTHE
StATH'mll!IIPTROLLER

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 STATE OF MASSACHUSETTS
COUNTY OF MIDDLESEX

}
} SS:
}

J1_

On the
day of Cl):f1il,j,
2009, before me personal! y came L..
(:,l· j ' 1 I/,v' i?/1
Leo Sullivan, to me known, wto being duly sworn, deposed and said that.ks')be works in 296
Concord Rd, 3rd Fl, Billerica, MA 01821; thaL(-s}heis an officer of L-1 Identity Solutions
Operating Company, Acting through its Secure Credentialing Division;
namely, the Division President of _ L-1 Identity Solutions Operating Company, Acting
through its Secure Credentialing Division . That !s)'he did sign the foregoing instrument on
behalf of, and with authority to bind said corporation.

Notary Public

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 Appendix A

Standard Clauses For All NYS Contracts

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 APPENDIX A: Standard Clauses For All New York State Contracts
Revised June 2006

Table of Contents
1. Executory Clause
2. Non-Assignment Clause
3. Comptroller's Approval
4. Workers' Compensation Benefits
5. Non-Discrimination Requirements
6. Wage and Hours Provisions
7. Non-Collusive Bidding Certification
8. International Boycott Prohibition
9. Set-Off Rights
10.Records
11.Identifying Information and Privacy Notification
12.Equal Employment Opportunities For Minorities and Women Conflicting
13.Terms
14.Governing Law
15.Late Payment
16.No Arbitration
17.Service of Process
18.Prohibition on Purchase of Tropical Hardwoods
19.MacBride Fair Employment Principles
20.Omnibus Procurement Act of 1992
21.Reciprocity and Sanctions Provisions
22.Purchases of Apparel

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 The parties to the attached contract, license, lease, amendment or other agreement of any kind
(hereinafter, "the contract" or "this contract") agree to be bound by the following clauses which
are hereby made a part of the contract (the word "Contractor" herein refers to any party other
than the State, whether a contractor, licenser, licensee, lessor, lessee or any other party):

I.

EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State
shall have no liability under this contract to the Contractor or to anyone else beyond funds
appropriated and available for this contract.

2.

NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance Law,
this contract may not be assigned by the Contractor or its right, title or interest therein assigned,
transferred, conveyed, sublet or otherwise disposed of without the previous consent, in writing,
of the State a11dany attempts to assign the contract without the State's written consent are null
and void. The Contractor may, however, assign its right to receive payment without the State's
prior written consent unless this contract concerns Certificates of Participation pursuant to
Article 5-A of the State Finance Law.

3.

COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance
Law (or, if this contract is with the State University or City University of New York, Section 355
or Section 6218 of the Education Law), if this contract exceeds $50,000 (or the minimum
thresholds agreed to by the Office of the State Comptroller for certain S.U.N.Y. and C.U.N.Y.
contracts), or if this is an amendment for any amow1t to a contract which, as so amended,
exceeds said statutory amount, or if, by this contract, the State agrees to give something other
than money when the value or reasonably estimated value of such consideration exceeds
$10,000, it shall not be valid, effective or binding upon the State until it has been approved by
the State Comptroller and filed in his office. Comptroller's approval of contracts let by the Office
of General Services is required when such contracts exceed $85,000 (State Finance Law Section
163.6.a).

4.

WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State
Finance Law, this contract shall be void and of no force and effect unless the Contractor shall
provide and maintain coverage during the life of this contract for the benefit of such employees
as are required to be covered by the provisions of the Workers' Compensation Law.

5.

NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the
Executive Law (also known as the Human Rights Law) and all other State and Federal statutory
and constitutional non-discrimination provisions, the Contractor will not discriminate against any
employee or applicant for employment because of race, creed, color, sex, national origin, sexual
orientation, age, disability, genetic predisposition or carrier status, or marital status. Fmthermore,
in accordance with Section 220-e of the Labor Law, if this is a contract for the construction,
alteration or repair of any public building or public work or for the manufacture, sale or
distribution of materials, equipment or supplies, and to the extent that this contract shall be
performed within the State of New York, Contractor agrees that neither it nor its subcontractors
shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring
against any New York State citizen who is qualified and available to perform the work; or (b)
discriminate against or intimidate any employee hired for the performance of work under this
contract. If this is a building service contraet as defined in Section 23 0 of the Labor Law, then, in
accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall
by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring
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 against any New York State citizen who is qualified and available to perform the work; or (b)
discriminate against or intimidate any employee hired for the performance of work under this
contract. Contractor is subject to fines of $50.00 per person per day for any violation of Section
220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys
due hereunder for a second or subsequent violation.
6.

WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8
of the Labor Law or a building service contract covered by Article 9 thereof, neither Contractor's
employees nor the employees of its subcontractors may be required or permitted to work more
than the number of hours or days stated in said statutes, except as otherwise provided in the
Labor Law and as set forth in prevailing wage and supplement schedules issued by the State
Labor Department. Furthermore, Contractor and its subcontractors must pay at least the
prevailing wage rate and pay or provide the prevailing supplements, including the premium rates
for overtime pay, as determined by the State Labor Department in accordance with the Labor
Law.

7.

NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of
the State Finance Law, if this contract was awarded based upon the submission of bids,
Contractor affirms, under penalty of pe1jury, that its bid was arrived at independently and
without collusion aimed at restricting competition. Contractor further affirms that, at the time
Contractor submitted its bid, an authorized and responsible person executed and delivered to the
State a non-collusive bidding certification on Contractor's behalf.

8.

INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the
Labor Law and Section 139-h of the State Finance Law, if this contract exceeds $5,000, the
Contractor agrees, as a material condition of the contract, that neither the Contractor nor any
substantially owned or affiliated person, firm, partnership or corporation has participated, is
participating, or shall participate in an international boycott in violation of the federal Export
Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If
such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise
found to have violated said laws or regulations upon the final determination of the United States
Commerce Department or any other appropriate agency of the United States subsequent to the
contract's execution, such contract, amendment or modification thereto shall be rendered forfeit
and void. The Contractor shall so notify the State Comptroller within five (5) business days of
such conviction, determination or disposition of appeal (2NYCRR 105.4).

9.

SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory
rights of set-off. These rights shall include, but not be limited to, the State's option to withhold
for the purposes of set-off any moneys due to the Contractor under this contract up to any
amounts due and owing to the State with regard to this contract, any other contract with any
State department or agency, including any contract for a term commencing prior to the term of
this contract, plus any amounts due and owing to the State for any other reason including,
without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto.
The State shall exercise its set-off rights in accordance with normal State practices, including, in
cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its
representatives, or the State Comptroller.

10.

RECORDS. The Contractor shall establish and maintain complete and accurate books,
records, documents, accounts and other evidence directly pe1tinent to performance under this
contract (hereinafter, collectively, "the Records"). The Records must be kept for the balance of
the calendar year in which they were made and for six (6) additional years thereafter. The State
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 Comptroller, the Attorney General and any other person or entity authorized to conduct an
examination, as well as the agency or agencies involved in this contract, shall have access to the
Records during normal business hours at an office of the Contractor within the State of New
York or, if no such office is available, at a mutually agreeable and reasonable venue within the
State, for the term specified above for the purposes of inspection, auditing and copying. The
State shall take reasonable steps to protect from public disclosure any of the Records which are
exempt from disclosure under Section 87 of the Public Officers Law (the "Statute") provided
that: (i) the Contractor shall timely inform an appropriate State official, in writing, that said
records should not be disclosed; and (ii) said records shall be sufficiently identified; and (iii)
designation of said records as exempt under the Statute is reasonable. Nothing contained herein
shall diminish, or in any way adversely affect, the State's right to discovery in any pending or
future litigation.
11.

IDENTIFYING INFORMATION AND PIUVACY NOTIFICATION.
(a) FEDERAL EMPLOYER IDENTIFICATION NUMBER and/or FEDERAL SOCIAL
SECURITY NUMBER. All invoices or New York State standard vouchers submitted for
payment for the sale of goods or services or the lease of real or personal property to a New York
State agency must include the payee's identification number, i.e., the seller's or lessor's
identification number. The number is either the payee's Federal employer identification number
or Federal social security number, or both such numbers when the payee has both such numbers.
Failure to include this number or numbers may delay payment. Where the payee does not have
such number or numbers, the payee, on its invoice or New York State standard voucher, must
give the reason or reasons why the payee does not have such number or numbers.

(b) PRIVACY NOTIFICATION. (I) The authority to request the above personal information
from a seller of goods or services or a lessor of real or personal property, and the authority to
maintain such information, is found in Section 5 of the State Tax Law. Disclosure of this
information by the seller or lessor to the State is mandatory. The principal purpose for which the
information is collected is to enable the State to identify individuals, businesses and others who
have been delinquent in filing tax returns or may have understated their tax liabilities and to
generally identify persons affected by the taxes administered by the Commissioner of Taxation
and Finance. The information will be used for tax administration purposes and for any other
purpose authorized by law. (2) The personal information is requested by the purchasing unit of
the agency contracting to purchase the goods or services or lease the real or personal property
covered by this contract or lease. The information is maintained in New York State's Central
Accounting System by the Director of Accounting Operations, Office of the State Comptroller,
110 State Street, Albany, New York 12236.
12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In
accordance with Section 312 of the Executive Law, if this contract is: (i) a written agreement or
purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a
contracting agency is committed to expend or does expend funds in return for labor, services,
supplies, equipment, materials or any combination of the foregoing, to be performed for, or
rendered or furnished to the contracting agency; or (ii) a written agreement in excess of
$100,000.00 whereby a contracting agency is committed to expend or does expend funds for the
acquisition, construction, demolition, replacement, major repair or renovation of real property
and improvements thereon; or (iii) a written agreement in excess of $100,000.00 whereby the
owner of a State assisted housing project is committed to expend or does expend funds for the
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 acquisition, construction, demolition, replacement, major repair or renovation of real property
and improvements thereon for such project, then:
(a) the Contractor will not discriminate against employees or applicants for employment because
of race, creed, color, national origin, sex, age, disability or marital status, and will undertake or
continue existing programs of affirmative action to ensure that minority group members and
women are afforded equal employment opportunities without discrimination. Affirmative action
shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer,
layoff, or termination and rates of pay or other forms of compensation;

(b) at the request of the contracting agency, the Contractor 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 w1ion 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 contractor's obligations
herein; and

(c) the Contractor shall state, in all solicitations or adve1iisements for employees, that, in the
performance of the State 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.
Contractor will include the provisions of "a", "b", and "c" above, in every subcontract over
$25,000.00 for the construction, demolition, replacement, major repair, renovation, planning or
design of real property and improvements thereon (the "Work") except where the Work is for
the beneficial use of the Contractor. Section 312 does not apply to: (i) work, goods or services
unrelated to this contract; or (ii) employment outside New York State; or (iii) banking services,
insurance policies or the sale of securities. The State shall consider compliance by a contractor
or subcof1tractor with the requirements of any federal law conceming equal employment
opportunity which effectuates the purpose of this section. The contracting agency shall
determine whether the imposition of the requirements of the provisions hereof duplicate or
conflict with any such federal law and if such duplication or conflict exists, the contracting
agency shall waive the applicability of Section 312 to the extent of such duplication or conflict.
Contractor will comply with all duly promulgated and lawful rules and regulations of the
Governor's Office of Minority and Women's Business Development pertaining hereto.
13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract
(including any and all attachments thereto and amendments thereof) and the terms of this
Appendix A, the terms of this Appendix A shall control.
14. GOVERNING LAW. This contract shall be govemed by the laws of the State of New York
except where the Federal supremacy clause requires otherwise.
15. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late
payment shall be govemed by Aliicle 11-A of the State Finance Law to the extent required by
law.
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 16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged
breach thereof, may not be submitted to binding arbitration (except where statutorily
authorized), but must, instead, be heard in a court of competent jurisdiction of the State of
New York.
17. SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil
Practice Law & Rules ("CPLR"), Contractor hereby consents to service of process upon it by
registered or certified mail, return receipt requested. Service hereunder shall be complete
upon Contractor's actual receipt of process or upon the State's receipt of the return thereof by
the United States Postal Service as refused or undeliverable. Contractor must promptly notify
the State, in writing, of each and every change of address to which service of process can be
made. Service by the State to the last known address shall be sufficient. Contractor will have
thirty (30) calendar days after service hereunder is complete in which to respond.
18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor
certifies and warrants that all wood products to be used under this contract award will be in
accordance with, but not limited to, the specifications and provisions of State Finance Law §
165. (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods,
unless specifically exempted, by the State or any govermnental agency or political
subdivision or public benefit corporation. Qualification for an exemption under this law will
be the responsibility of the contractor to establish to meet with the approval of the State.
In addition, when any portion of this contract involving the use of woods, whether supply or
installation, is to be performed by any subcontractor, the prime Contractor will indicate and
certify in the submitted bid proposal that the subcontractor has been informed and is in
compliance with specifications and provisions regarding use of tropical hardwoods as detailed
in §165 State Finance Law. Any such use must meet with the approval of the State; otherwise,
the bid may not be considered responsive. Under bidder certifications, proof of qualification for
exemption will be the responsibility of the Contractor to meet with the approval of the State.
19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride
Fair Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby
stipulates that the Contractor either (a) has no business operations in Northern Ireland, or (b)
shall take lawful steps in good faith to conduct any business operations in Northern Ireland
in accordance with the MacBride Fair Employment Principles (as described in Section 165
of the New York State Finance Law), and shall permit independent monitoring of
compliance with such principles.
20. OMNIBUS PROCUREMENT ACT OF 1992. 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.
Information on the availability of New York State subcontractors and suppliers is available
from:
NYS Department of Economic Development Division for Small Business
30 South Pearl St -- 7th Floor
Albany, New York 12245
Telephone: 518-292-5220
Fax: 518-292-5884
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 http://www.empire.state.ny.us
A directory of certified minority and women-owned business enterprises is available from:
NYS Department of Economic Development
Division of Minority and Women's Business Development
30 South Pearl St -- 2nd Floor
Albany, New York 12245
Telephone: 518-292-5250
Fax: 518-292-5803
http://www.empire.state.ny.us
The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as
applicable, Contractors certify that whenever the total bid amount is greater than $1 million:
(a) The Contractor has made reasonable efforts to encourage the participation of New York State
Business Enterprises as suppliers and subcontractors, including ce1iified minority and womenowned business enterprises, on this project, and has retained the documentation of these efforts
to be provided upon request to the State;
(b)

The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92261), as amended;

(c)

The Contractor agrees to make reasonable efforts to provide notification to New York
State residents of employment opportunities on this project 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. The Contractor agrees to document these efforts and to provide said
documentation to the State upon request; and

(d)

The Contractor acknowledges notice that the 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.
21. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that
if their principal place of business is located in a country, nation, province, state. or
political subdivision that penalizes New York State vendors, and if the goods or services
they offer will be substantially produced or performed outside New York State, the
Omnibus Procurement Act 1994 and 2000 amendments (Chapter 684 and Chapter 383,
respectively) require that they be denied contracts which they would otherwise obtain.
NOTE: As of May 15, 2002, the list of discriminatory jurisdictions subject to this
provision includes the states of South Carolina, Alaska, West Virginia, Wyoming,
Louisiana and Hawaii. Contact NYS Department of Economic Development for a current
list of jurisdictions subject to this provision.
22. PURCHASES OF APPAREL. In accordance with State Finance Law 162 (4-a), the
State shall not purchase any apparel from any vendor unable or unwilling to certify that:
(i) such apparel was manufactured in compliance with all applicable labor and
occupational safety laws, including, but not limited to, child labor laws, wage and hours
laws and workplace safety laws, and (ii) vendor will supply, with its bid (or, if not a bid
situation, prior to or at the time of signing a contract with the State), if known, the names
and addresses of each subcontractor and a list of all manufacturing plants to be utilized
by the bidder.

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 Appendix B

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 MV-15DPPA(5/02)

DRIVER'S PRIVACY PROTECTION ACT
(18 U.S.C. 82721 et seq.)
PROHIBITION ON RELEASE AND USE OF CERTAIN PERSONAL INFORMATION
FROM STATE MOTOR VEHICLE RECORDS

SEC. 2721. PROHIBITION ON RELEASE AND USE OF CERTAIN PERSONAL INJIORMATION FROM STATE
MOTOR VEHICLE RECORDS.
a)

In General. A State department of motor vehicles, and any officer, employee, or contractor, thereof, shall not knowingly
disclose or otherwise make available to any person or entity:
R

b)

I)

personal information, as defined in 18 U,S.C. §2725(3), about any individual obtained by the department in connection
with a motor vehicle record, except as provided in subsection (b) of this section; or

2)

highly restricted personal information, as defined in 18 U.S,C. §2725(4), about any individual obtained by the
department in connection with a motor vehicle record, without the expre;;s consent of the person to whom such
information applies, except uses permitted in subsections (b)(l), (b)(4), (b)(6), and (b)(9): Provided, that subsection
(a)(2) shall not in any way affect the use of organ donation information on an individual's driver's license or affect the
administration of organ donation initiatives in the States.

Permissible Uses. - Personal information referred to in subsection (a) shall be disclosed for use in connection with matters of
motor vehicle or driver safety and theft, motor vehicle emissions, motor vehicle product alternation, recalls, or advisories,
performance monitoring of motor vehicles and dealers by motor vehicle manufactmers, and removal of non-owner records
from the original owner records of motor vehicle manufacturers to carry out the purposes of titles I and IV of the Anti-Car
Thell /\ct of 1992, the Automobile Information Disclosure /\ct (15 U.S.C. §1231 et seq.), the Clean Air Act (42 U.S.C.
§7401 et seq.), and chapters 301,305, and 321-331 of title 49 (49 U.S.C. §30101 et seq., §30501 et seq., §32101 ct seq. §33101 ct seq.), and, subject to subsection (a)(2), may be disclosed as follows:
I)

for use by any government agency, including any court or law enforcement agency, in carrying out its functions, or any
private person or entity acting on behalf of a Federal, State, or local agency in carrying out its functions.

2)

For use in connection with matters of motor vehicle or driver safety and theft; motor vehicle emissions; motor vehicle
product alterations, recalls, or advisories; performance monitoring of motor vehicle product alternations, recalls, or
advisories: performance monitoring of motor vehicles, motor vehicle parts and dealers; motor vehicle market research
activities, including survey research; and removal of non-owner records from the original owner records of motor
vehicle manufacturers.

3)

For use in the normal course of business by a legitimate business or its agents, employees, or contractors, but only A

to verify the accuracy of personal information submitted by the individual to the business or its agents,
employees, or contractors; and

B.

if such information as so submitted is not correct or is no longer correct, to obtain the correct information, but
only for the purposes of preventing fraud by, pursuing legal remedies against, or recovering on a debt or
security interest against, the individual.

4)

For use in connection with any civil, criminal, administrative, or arbitral proceeding in any Federal, State, or local court
or agency or before any self-regulatory body, including the service of process, investigation in anticipation of litigation,
and the execution or enforcement of judgments and others, or pursuant to an order of a Federal, State, or local court.

5)

For use in research activities, and for use in producing statistical reports, so long as the personal information is not
published, redisclosed, or used to contact individuals.

6)

For use by any insurer or insurance support organization, or by a self-insured entity, or its agents, employees, or
contractors, in connection with claims investigation activities, antifraud activities, rating or underwriting.

7)

for use in providing notice to the owners of towed or impounded vehicles,

8)

For use by any licensed private investigative agency or licensed security service for any purpose permitted under this
subsection.

9)

For use by an employer or its agent or insurer to obtain or verify information relating to a holder of a commercial
driver's license that is required under Chapter 313 of title 49 [49 U.S.C.§31301 et seq.].

10) For use in connection with the operation of private toll transportation facilities.
11) For any other use in response to requests for individual motor vehicle records if the State has obtained the express
consent of the person to whom such personal information pertains.

12) For bulk distribution for surveys, marketing or solicitations if the State has obtained the express consent of the person
to whom such personal information pe1iains.
13) For use by any requester, if the requester demonstrates it has obtained the written consent of the individual to whom the
information pertains.
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 14) for any other use specifically authorized under the law of the State that holds the record, if such use is related to the
operation ofa motor vehicle or public safety.
Resale or Rcdisclosure. - Authorized recipient of personal information {except a recipient under subsection (b)( 11) or ( 12)}
may resell or redisclose the information only for a use permitted under subsection (b) {but not for uses under subsection
(b)(l l) or (12)}. An authorized recipient under subsection (b)(ll) may resell or redisclose personal information for any
purpose. An authorized recipient under subsection (b)(l2) may resell or redisclose personal information pursuant to
subsection (b )(12). Any authorized recipient {except a recipient under subsection (b)(l 1)} that resells or rediscloses personal
information covered by this chapter (18 U.S.C. §2701 et seq.] must keep for a period of 5 years records identifying each
person or entity that receives information and the permitted purpose for which the information will be used and must make
such records available to the motor vehicle department upon request.

c)

cl) Waiver procedures. - A State motor vehicle department may establish and carry out procedures under which the department
or its agents, upon receiving a request for personal information that docs not fall within one of the exceptions in subsection
(b), may mail a copy of the request to the individual about whom the information was requested, informing such individual
of the request, together with a statement to the effect that the inforni.ation will not be released unless the individual waives
such individual's right to privacy under this section.
e) Prohibition on conditions. No State may condition or burden in any way the issuance of an individual's motor vehicle
record as defined in 18 U.S.C. §2725(1) to obtain express consent. Nothing in this paragraph shall be construed to prohibit a
State from charging an administrative fee for issuance of a motor vehicle record.
Sec. 2722. Additional unlawful acts
a) Procurement for Unlawful Purpose. - It shall be unlawful for any person knowingly to obtain or disclose personal
information, from a motor vehicle record, for any use not permitted under section 2721(b) of this title.
b) False Representation. - It shall be unlawful for any person to make false representation to obtain any personal information
from an individual's motor vehicle record.

Sec, 2723. Penalties
a) Criminal Fine. - A person who knowingly violates this chapter shall be fined under this title.
b)

Violations by State Department of Motor Vehicles. - Any State dcp<!,rtmcntof motor vehicles that has a policy or practice of
substantial noncompliance with this chapter shall be subject to a civil penalty imposed by the Attorney General of not more
than $5,000 a day for each day of substantial noncompliance.

Sec. 2724. Civil action
a) Cause of Action. - A person who knowingly obtains, discloses or uses personal information, from a motor vehicle record,
for a purpose not permitted under this chapter shall be liable to the individual to whom the iriformation pertains, who may
bring a civil action in a United States district couti.
b)

Remedies. - the court may award I) actual damages, but not less than liquidated damages in the amount of $2,500;
2) punitive damages upon proof of willful or reckless disregard of the law;
3) reasonable attorneys' fees and other litigation costs reasonably incurred; and
4) such other preliminary and equitable relief as the court determines to be appropriate.

Sec. 2725. Definitions
In this chapter 1) "motor vehicle record" means any record that pe11ains to a motor vehicle opcrator 1s permit, motor vehicle title, motor
vehicle registration, or identification card issued by a department of motor vehicles;
2)

11

person 11 means an individual, organization or entity, but does not include a State or agency thereof; and

3)

"personal information' means information that identifies an individual, including an individual's photograph, social
security number, driver identification number, name, address (but not the 5-digit zip code), telephone number, anq
medical or disability information, but docs not include information on vehicular accidents, driving violations, and
driver's status.

4)

"highly restricted personal information" means an individual's photograph or image, social security number, medical or
disability information; and

5)

"express consent" means consent in writing, including consent conveyed electronically that bears an electronic
signature as defined in section 106(5) of Public Law I 06-229 [ 15 U.S.C. §7006(5)].

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 Appendix C

Memorandum of Understanding - DPPA

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New York State Department of Motor Vehicles
MEMORANDUM OF UNDERSTANDING - DRIVER'S PRIVACY PROTECTION ACT

This Memorandum of Understanding ("MOU") is made and entered into this -~~~~~-,--day
( I st, 2nd, 3rd ... )
(month)

of

(year)

by and between ------------~---cccc---~-,---c--------------~
(Name of Organization)
11

herein referred to as the ContractorU,located at------------~---------(Address of Organization)
acting herein by_____

=---~~~-------~-----------~

its duly

(Person authorized to execute contracts)
authorized __________________
(Title)

and the New York State Department of Motor Vehicles,

located at 6 Empire State Plaza, Albany, New York 12228 (hereinafter referred to as the "Department"). The Contractor shall not
represent itself as an agent or employee of the Department. For purposes of this agreement, the Contractor includes the officers,
agents, partners, owners and employees of the Contractor.

This MOU perlains to records furnished by the Department to the contractor hereby mutually agree as follows:

I)

The contractor represents and warrants that it has read the Driver's Privacy Protection Act (18 U.S.C. Sec. 2721 et seq.)
and will comply fully with terms of such Act regarding access and usc of motor vehicle records.

2)

The contractor agrees that it shall only request and use information provided by the Department pursuant to the MOU
that is specifically authorized by the Driver's Privacy Protection Act, as indicated in APPENDIX "1" of this
document.(Appendix "I" must be completed.) The Contractor shall notify the Department in writing if
there is any change in the intended use of information to be provided by the Department.

3)

The contractor agrees to keep, (for a period of 5 years), records identifying each person or entity that receives
information from the Department and the permitted purpose for which the information will be used, The
Department shall have the right to audit and examine such records upon reasonable notice to the contractor.
The contractor agrees to p1ake such records available to the Department for such purpose. If the contractor does
not have an office location in New York State, it will forward all records requested to the Department at the
time, place and location designated by the Department. The Contractor shall notify the Department in writing
of any changes of name m· in the physical address where the Contractor's records will be maintained.

4) The parlies hereto mutually agree that the State shall not be responsible for any omissions or errors in the information
fumished to the Contractor by the State.
5)

The Contractor agrees to defend, hold harmless and indemnify the Department and its employees or agents from any
and all claims, actions, damages, or losses which may be brought or alleged against its employees or agents for the
negligent, improper, or unauthorized use or dissemination by the Contractor of information provided by the Department
to the Contractor,

6)

The Commissioner of the Department shall, in his/her discretion, terminate this agreement at any time if he/she finds
that the Contractor has made a material false statement, or concealed a material fact, in connection with this agreement,
or has violated any of its terms.

7)

This MOU may be executed in several duplicate copies each of which so executed shall be deemed to be an original,
and all such duplicates shall constitute but one MOU binding on all parties hereto, notwithstanding that all parties are
not signatories to this original or to the same duplicate copy.

8)

This MOU shall govern the Contractor's use of DMV accounts listed in Appendix

11

Ii

11

on page 2 of this document.

DMVUSEONLY

Contractor (Name of Organization)

by: =o--~--,------c-c---~-c-c~-Dalc:

_____

_

DEPARTMENT OF MOTOR VEHICLES

(Signature of person named above, sign in the presence of a notary)

by_________

Date:___

_

NOTE:
Contractor must

completethis page.
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Appendix II l"
Contractor's Usc(s) For Motor Vehicles Records
Contractor will limit its use to the items initialed below.
•

Use in connection with matters of motor vehicle or driver safety and theft, motor vehicle emissions, motor
vehicle product alterations, recalls, or advisories, performance monitoring of motor vehicles and dealers by
motor vehicle manufacturers, and removal of non-owner records from the original owner records of motor
vehicle manufacturers to cany out the purposes of titles !~and IV of the Anti Car theft Act of 1992, the
Automobile Information Disclosure Act (15 U.S.C. 1231 et seq.), the Clean Air Act (42 U.S.C. 7401 et
seq.), and chapters 30 I, 305, and 321-331 of title 49. (49 U.S.C. 30101 et seq., 3050 I et seq., 3210 I et seq.,
-33101 et seq.)
Use by any government agency, including any court or law enforcement agency, in carrying out its functions, or any
private person or entity acting on behalf of a Federal, State, or local agency in carrying out its functions. [18
U.S.C. Sec. 2721 (b)(l)]
Use in connection with matters of:
• motor vehicle or driver safety and theft; motor vehicle emissions; motor vehicle product alternations,
recalls, or advisories;
• performance monitoring of rllotor vehicles, motor vehicle parts and dealers;
• motor vehicle market research activities, including survey research; and
• removal of non-owner records from the original owner records of motor vehicle manufacturers. (18 U.S.C.
Sec. 2721 (b)(2)]
Use in the normal course of business by a legitimate business or its agents, employees, or conh·actors in the normal
course of business ONLY:
• to verify the accuracy of personal information submitted by the individual to the business; AND
• if such information as so submitted is not correct or is no longer correct, to obtain the correct information,
BUT ONLY for the purposes of preventing fraud by, pursuing legal remedies or recovering on a debt or
security interest against the individual. [18 U.S.C. Sec. 2721 (b)(3)]
Use in connection with any civil, criminal, administrative, or arbitral proceeding in any Federal, State, or local court
or agency or before any self-regulating body, including:
• the service of process; investigation in anticipation of litigation; the execution or enforcement of judgments
and orders; OR
• pursuant to an order of a Federal, State or local court. [18 U.S.C. Sec. 2721 (b)(4)]
Use in research activities; and in producing statistical reports, so long as the personal information is not published,
redisclosed or used to contact individuals. [18 U.S.C. Sec. 2721 (b)(5)]
Use by any insurer or insurance suppott organization, or by a self-insured entity, or its agents, employees, or
contractors in connection with: claims investigation activities; anti fraud activities; rating; or underwriting. [ 18
U.S.C. Sec. 2721 (b)(6)]
Use in providing notice to the owners of towed or impounded vehicles. [18 U.S.S. Sec. 2721 (b)(7)]
Use by a licensed private investigative agency or licensed security service for any purpose permitted under the
Driver's privacy Protection Act [18 U.S.C. Sec. 2721 (b)(8)]
Use by an employer or its agent or insurer to obtain or verify information relating to a holder of a conunercial
driver's license that is required under Chapter 313 of Title 49.
Use in connection with the operation of private toll transpotiation facilities. [18 U.S.C. Sec. 2721 (b)(I0)]
Use by any requester if the requester demonstrates that it has obtained written consent of the individual to whom the
information pertains. [18 U.S.C. Sec. 2721 (b))l3)]
Use specifically authorized under NYS law if such use is related to the operation of a motor vehicle or public safety.
[18 U.S.C. Sec. 2721 (b)(l4)]
Vehicle and Traffic law Sec. 509(a) et seq. (Article 19A- Special Requirements for Bus Drivers)
Vehicle and Traffic Law Sec. 509(p) et seq. (Article 19B - Special Requirements for Commercial Motor Carriers)
Other - Cite the law here: ___________________________
_

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 ACKNOWLEDGMENTS
TO BE COMPLETED BY CONTRACTOR'S NOTARY
STATE OF _____

COUNTY OF ____

On this _____

SS:

~ ~--~

day of _____

before me personally came ____________

to me known and, who by me being duly sworn, deposes and says: that he/she works/resides at _______

~_______

that he/she is the_____

_
_

ofthe organization described in the attached document; and that he/she

signed his/her name thereto.

Notary Public

__________________

DMVUSEONLY
STATE OF NEW YORK COUNTY OF ALBANY SS:
On this _____

day of _____

~----~

before me personally came _____________

_

to me known and, who by me being duly sworn, deposes and says: that he/she works/residesat ___________

_

______________________

_

; that he/she is the _____________

of the Department of Motor Vehicles; and that he/she has signed his/her name to the attached document in his/her official capacity as
such __________________

of the Department of Motor Vehicles

_________________

Notary Public

Location where contractor maintains auditablc records

DMVUSEONLY

Contact Person
Address
City
Telephone Number
(Include Area Code)
Fax Number
(Include Area Code}
E~Mail Address
(If any)

FRS Contract #000665

New York DMV

State

(

l

(

l

Zip Code

62

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 Appendix D

NYS Procurement Lobbying Policy and Procedures

March 2006

FORM-A - Summary of Policy and Procedure of the Department of Motor Vehicles
Relating to State Finance Law §§139-j and 139-k
Pursuant to State Finance Law §§139-j and 139-k, the Department of Motor
Vehicles (hereinafter "DMV") imposes certain restrictions on commtmications
between DMV and all potential bidders during the procurement process. 1 A bidder
is restricted from making contacts from the earliest notice of intent to solicit bids
through final award and approval of the Procurement Contract by DMV and the
Office of the State Comptroller ("restricted period")2 to other than designated staff3
unless it is a contact that is included among certain statutory exceptions set forth in
State Finance Law §139-j(3)(a).
Designated staff are identified in each bid solicitation.4 DMV staff also obtain
certain information from bidders 5 when contacted during the restricted period and
make a determination of the responsibility6 of the bidder pursuant to these two
statutes. Certain findings of non-responsibility 7 may result in not awarding a
contract to a bidder8 and in the event of two findings within a four-year period; the
bidder shall be debarred9 from obtaining any New York State Procurement
Contracts. DMV shall provide comfolete information about these requirements in
every procurement package it issues. 0
Generally, the law restricts communications between a potential vendor or a person
acting on behalf of the vendor, including its lobbyist, to communications with the
officers and employees of the Rrocuring agency designated in each solicitation to
receive such communications. 1 Further, the law prohibits a communication (a
"Contact") which· a reasonable person would infer as an attempt to improperly
influence the award, denial or amendment of a contract. 12 These restrictions apply
to each contract in excess of $15,000 during the "restricted period" 13 (the time
c01mnencing with the earliest written notice of the proposed procurement and
ending with the later of approval by the agency, or, if applicable, the State
Comptroller, of the final contract). The agency must record all Contacts 14,and,
63
139-j (3)
139-j (l)(f)
3
139-j (2)(a)
4
Id.
5
139-j (6)(b); 139-k (2), (4)
6
139-j (7)
7
Id.
8
139-j (IO)(b); 139-k (3)
9
Id.
10
139-j (6)(a)
11
139-j (1), (2), (3)(a)
12
139-j (I), (3)(b); 139-k (I)
13 Id.
l

2

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 generally, must deny an award of contract to a vendor involved in a !mowing and
willful impermissible Contact. 15 Each agency must develop guidelines and
procedures regarding Contacts and procedures for the reporting and investigation of
impermissible Contacts. 16 The agency's procurement record must demonstrate
compliance with these requirements. 17
Accordingly, neither a potential vendor nor a person acting on behalf of the vendor
should contact any employee of DMV other than the person designated in this
solicitation as DMV's Designated Contact, nor attempt to improperly influence
award of the contract. 18 DMV will make a record of all Contacts 19, and such
records of Contact will become part of the procurement record.20 A determination
that a vendor or a person acting on behalf of the vendor has intentionally made an
impermissible Contact or provided inaccurate or incomplete information as to its
past compliance with State Finance Law §§139-j and 139-k is likely to result in
denial of the award of contract to such vendor. 21 Additional sanctions may apply.
22

14

139-k (4)
139-j (IO(b)
16
139-j (2)(b), (6)(a), (8), (9), (IO)(a) & (b)
17
139-j (IO)(b); 139-k (4), (5)
18
139-j (I), (3); 139-k (!)
19
139-j (l)(b); 139-k (4)
20
Id.
21
139-j (IO)(b); 139-k (3)
22
139-j (IO(b); 139-k (4)
15

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 FORMB
Policy and Procedure of the Department of Motor Vehicles
Relating to
State Finance Law §§139-j and 139-k
I. Policy: 23

It is the policy ofDMV to comply with the provisions of State Finance Law §§139j and 139-k and related guidance offered by the Advisory Council on Procurement
Lobbying and the Office of the State Comptroller. 24
II. Procedure: 25

The procedure set forth hereafter applies to Governmental Procurements by DMV.
III. Definitions:

Capitalized terms used but not defined herein shall have the meaning ascribed to
them in State Finance Law §§139-j and 139-k (copies attached). In addition, the
following terms have the following meanings:
"Contact" means an oral, written or electronic commllllication made with respect
to the related Governmental Procurement by the bidder, or person acting on behalf
of the bidder, during the Restricted Period to an employee of DMV or of a
Governmental Agency other than the DMV, who reasonably infers that the bidder
intended to influence the related Governmental Procurement in any mam1er,
including a malliler which violates Public Officers Law §73(5) [offer of a gift of
$75 or more] or §74 [code of ethics for public officers and employees].

The term "Contact" does not include (a) a communication described in State
Finance Law §139-j(3)(a)(l)submission of written proposa!26, (2) submission of
written questions27, (3) participation in bidders conference 28 , (4) complaints 29, (5)
contract negotiations subsequent to notice of tentative award 30 , (6) review of
31
contract award , and (7)(a) protests, appeals or other review proceedings 32 ; (b) a
communication described in Legislative Law §1-t(e) by a bidder or subcontractor
to a bidder qualified by education, training or experience to provide teclmical
services to explain, clarify or demonstrate the qualities, characteristics or
advantages of an article of procurement, who provides information to a Designated
Contact to assist the Designated Contact in understanding and assessing the
65
23

139-j (2)
139-j (5)
25
139-j (]); 139-k (])
26
139-j (3)(a)(l)
27
139-j (3)(a)(2)
28
139-j (3)(a)(3)
29
139-j (3)(a)(4)
30
139-j (3)(a)(5)
31
139-j (3)(a)(6)
24

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 qualities, characteristics or anticipated performance of such article of rrocurement
and who does not recommend or advocate contract provisions3 ; or (c) a
communication by which the bidder seeks generally available information,
including clarification and interpretation, with respect to the solicitation documents
or the Gover11111ental
Procurement process, including the status or timing of steps in
the process34 •
"Designated Contact" means one or more employees of DMV identified in the
solicitation for the related Governmental Procurement, or thereafter designated by
the DMV's Contract Manager35 •
IV. Solicitations:

Each written solicitation by DMV for a Procurement Contract shall contain the
following36 :
(I) The name of each Designated Contact, and a statement substantially in the
following form: "Prior to approval by DMV, or, if applicable, the State
Comptroller, of the contract for which this solicitation has been issued, a bidder
shall not commtmicate with DMV other than with the person identified in this
solicitation as Designated Contact, or with a person who the Designated Contact
has advised the bidder is also a Designated Contact" 37 ;

(2) A summary of the policy and prohibitions regarding Contacts, in the form
attached as Form "A", and a copy of this statement of policy and procedure, in the
form attached as Form "B"38 ;
(3) The requirement that each bidder shall submit with its Proposal a written
affirmation of its understanding of DMV's procurement lobbying procedures and
agreement to comply with such procedures, in the form attached as Form "C"39 ;
and
(4) The requirement that each bidder shall submit with its Proposal, in the form
attached as Form "D", written disclosure whether the bidder has been determined
to be "non-responsible" within the previous four years by reason of having violated
40
State Finance Law §139-j or having intentionally provided false or incomplete
41
information to a Governmental Entity with respect to its compliance with State
Finance Law§ 139-j; and certification and that the bidder has provided accurate and

32

139-j (3)(a)(7)
139-j (I), (3); 139-k (I)
34
139-j (3)
35
139-:i(I), (2); 139-k (I)
36
139-j (2); 139-k (2)
37
139-j (6)
38
Id.
39
139-j (6)(b); 139-k (2)
40
139-k (2)
,1 Id.
33

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 complete information with respect to the bidder's compliance with State Finance
Law §§139-j and 139-k within the previous four years42 .
V. Contracts:

Each Procurement Contract shall contain the following statement in substantially
the following form: "DMV reserves the right to terminate this contract in the event
it is determined that the certification filed by the Contractor in accordance with
State Finance Law §§139-j and 139-k was intentionally false or intentionally
43
incomplete . Upon such determination, DMV may exercise its termination right
by providing written notification to the Contractor in accordance with the written
notification terms of the contract. " 44
VI. Records of Contacts: 45

Each DMV employee shall make a record of each Contact which such person
receives or, in the case of a Contact made to another Governmental Entity, of which
such person becomes aware, promptly upon the receipt of such Contact. Such
record shall be made in the form attached as Form "E". With respect to multiple
Contacts by the same person within five business days, only one record of Contact
need be made and forwarded. The recipient shall forward such record of Contact to
the Contract Manager or employee authorized for such purpose. All records of
Contact shall be made part of the procurement record4 • If a bidder makes an
impermissible contact to a DMV employee, such employee shall record such
contact and immediately forward it to the Contracts Manager. The Contracts
Manager shall promptly forward the record of such contact to the Office of the
Deputy Commissioner and Counsel for review, as provided for in section VII.
VII. Review and Investigation: 47
Upon receipt of a record of an impermissible Contact, the Deputy Commissioner
and Counsel or her or his designee ("Reviewer") shall, within 15 days of receipt of
such information, review and investigate 48 • The Reviewer shall notify the bidder
that an investigation is ongoing, give notice of the allegations of misconduct, and
give the bidder an opportunity to respond in writing within 10 days of receipt of
notification of the alleged violation 49 . The bidder shall not be entitled to
representation by counsel. The Reviewer shall determine whether the bidder has
made an impermissible Contact willfully and knowingly. The Reviewer shall
advise the bidder and the Contracts Manager, or employee authorized for such
purpose, of the final determination 50. In the event the Reviewer determines that the
bidder has made an impermissible Contact with a Governmental Entity other than

67
42

Id.
139-j (lO(b); 139-k (5)
44 Id.
45
139-j (8), (IO)(b); 139-k (4)
'' Id.
47
139-j (9)
48 Id.
49
139-j (IO)(a)
43

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 DMV, the Reviewer shall so notify the ethics officer 51, inspector general or other
appropriate official of such other Governmental Entity 52• In the event the Reviewer
determines that as the result of an impermissible Contact an employee of DMV has
violated the provisions of Public Officers Law §73(5) (prohibition of acceptance of
a gift of $75 or more] or §74 [code of ethics], the Reviewer shall so advise the
Commissioner of Motor Vehicles, the State Ethics Commission and the Office of
the Inspector General 53 .
VIII. Determinations of Non-Responsibility:

54

The Reviewer, or employee authorized for such purpose, shall determine whether a
bidder has been non-responsible either because (1) the bidder has made an
impermissible Contact willfully and knowingly 55 , or (2) the bidder has failed
intentionally to make accurate and complete disclosure of prior findings of nonresponsibility with respect to Governmental Procurements made within the
previous four years 56• Upon making a determination of non-responsibility, the
Contracts Manager, or employee authorized for such purpose, shall so notify the
bidder and the Commissioner of Motor Vehieles 57 . A finding of non-responsibility
under this section shall result in DMV not awarding the contract to such bidder
unless DMV determines that the award of the contract is necessary to protect public
property or public health or safety, and that the bidder is the only source capable of
supplying the required article of procurement within the necessary timeframe
provided.

50

139-j (1 0)(a)
139-j (8)(a), (c)
52
139-j (8)( c), (l0(b)
53
Legislative Law: POL §73(5); §74 (Code of Ethics)
54
139-j (7)
55
139-j (lO)(b)
56
139-j (lO)(b); 139-k (5)
57
139-j (l0)(a)
51

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 FORM-C
AFFIRMATION 58
With respect to State Finance Law §§139-j and 139-k

Procurement Description/ID No.:

Name of Bidder:
Address:
Person Submitting Form:
Name:
Title:
Bidder AFFIRMS that it has received, reviewed and understands the Policy and
Procedure of the Department of Motor Vehicles (DMV), relating to State Finance
Law §§139-j and 139-k, and agrees to comply with DMV's procedure relating to
Contacts with respect to this procurement.
In Witness Whereof.
Dated: _____

, 20_

x ____________

_

, Bidder
Title:

69
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 FORM - D - DISCLOSURE and CERTIFICATION
Finance Law §§139-j and 139-k

59

With respect to State

Procurement Description/ID No.:
Name of Bidder:
Address:
Person Submitting Form:
Name:
Title:
Has a Governmental Entity, as defined in State Finance Law §139-j(l)(a), made a determination of
non-responsibility with respect to the Bidder within the previous four years where such finding
was due to a violation of State Finance Law §139-j or the intentional provision of false or
incomplete information with respect to previous determinations of non-responsibility?
No
Yes
If yes, provide the following details:
Governmental Entity which made the finding:
Date of finding:
Basis of finding:

Has a Governmental Entity terminated or withheld a procurement contract with the Bidder
because of violations of State Finance Law § 139-j or the intentional provision of false or
incomplete information with respect to previous determinations of non-responsibility?
No
Yes
If yes, identify the Governmental Entity, the date of termination or withholding, and related
procurement contract:

Bidder CERTIFIES that all information provided by Bidder with respect to its compliance with
State Finance Law§§ 139-j and 139-k is complete, true and accurate.
In Witness Whereof.
Dated: _____

x____________

, 20_

_
, Bidder

Title:

58
59

139-j (6)(b); 139-k (5)
139-k (2)

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 State Finance Law §§ 139-j & 139-k
State Finance Law § 139-j
§ 139-j.

Restrictions on contacts during the procurement process

I. For the purposes of this section, the following terms will have the following meanings unless
specified otherwise.
a. "Governmental entity" shall mean: (I) any department, board, bureau, commission, division,
office, council, committee or officer of the state, whether permanent or temporary; (2) each
house of the 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.
b. "Article of procurement" shall mean a commodity, service, technology, public work,
construction, revenue contract, the purchase, sale or lease ofreal property or an acquisition or
granting of other interest in real property, that is the subject of a governmental procurement.
c. "Contacts" shall mean any oral, written or electronic communication with a governmental
entity under circumstances where a reasonable person would infer that the communication was
intended to influence the governmental procurement.
d. "Proposal" shall mean any bid, quotation, offer or response to a governmental entity's
solicitation of submissions relating to a procurement.
e. "Governmental procurement" shall mean: (i) the preparation or terms of the specifications, bid
documents, request for proposals, or evaluation criteria for a procurement contract, (ii)
solicitation for a procurement contract, (iii) evaluation of a procurement contract, (iv) award,
approval, denial or disapproval of a procurement contract, or (v) approval or denial of an
assignment, amendment (other than amendments that me authorized and payable under the terms
of the procurement contract as it was finally awarded or approved by the comptroller, as
applicable), renewal or extension of a procurement contract, or any other material change in the
procurement contract resulting in a financial benefit to the offerer.
f. "Restricted period" shall mean the period of time commencing with the earliest written notice,
advertisement or solicitation of a request for proposal, invitation for bids, or solicitation of
proposals, or any other method for soliciting a response from offerers intending to result in a
procurement contract with a governmental entity and ending with the final contract award and
approval by the governmental entity and, where applicable, the state comptroller.
g. "Procurement contract" shall mean any contract or other agreement for an article of
procurement involving an estimated annualized expenditure in excess of fifteen thousand dollars.
Grants, article eleven-B state finance law contracts, program contracts between not-for-profit
organizations, as defined in article eleven-B of this chapter, and the unified court system,
intergovermnental agreements, railroad and utility force accounts, utility relocation project
agreements or orders and eminent domain transactions shall not be deemed procurement
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 contracts.
h. "Offerer" shall mean the individual or entity, or any employee, agent or consultant or person
acting on behalf of such individual or entity, that contacts a governmental entity about a
governmental procurement during the restricted period of such governmental procurement.
i. "Revenue contract" shall mean any written agreement between a governmental entity, as that
term is defined in subparagraphs one, four, five, six or seven of paragraph a of this subdivision,
and an offerer whereby the governmental entity gives or grants a concession or a franchise.
j. "Unified court system" shall, for the purposes of this section only, mean the unified court
system of the state of New York, or the office of court administration, where appropriate, other
than town and village justice courts in jurisdictions with a population under fifty thousand, when
it acts solely in an administrative capacity to engage in governmental procurements and shall not
include the unified court system or any court of the state judiciary when it acts to hear and decide
cases of original or appellate jurisdiction or otherwise acts in its judicial, as opposed to
administrative, capacity.
2. Every governmental entity that undertakes a governmental procurement shall:
a. designate, with regard to each govermnental procurement, a person or persons who may be
contacted by offerers relative to the governmental procurement;
b. make any determinations on any govennnental procurement: (I) in a manner consistent with
the principles provided for under subdivision two of section one hundred sixty-three of this
chapter, or, if the govennnental entity is a public benefit corporation, as that term is defined in
section sixty-six of the general constrnction law, and the majority of the members consist of
persons either appointed by the governor or who serve as members by virtue of holding a civil
office of the state, the procurement guidelines adopted pursuant to section twenty-eight hundred
seventy-nine of the public authorities law, and (2) free from any conduct that would be
prohibited by subdivision five of section seventy-three or section seventy-four of the public
officers law, or of other applicable ethics code provisions that are equivalent to subdivision five
of section seventy-three or section seventy-four of the public officers law where the public
officials that are involved in the governmental procurement are not subject to subdivision five of
section seventy-three or section seventy-four of the public officers law;
3. Each offerer that contacts a govermnental entity about a governmental procurement shall only
make permissible contacts with respect to the govermnental procurement, which shall mean that
the offerer:
a. shall contact only the persons [person] [nl] or persons who may be contacted by offerers as
designated by the governmental entity pursuant to paragraph a of subdivision two of this section
relative to the governmental procurement, except that the following contacts are exempted from
the provisions of this paragraph:
(I) the submission of written proposals in response to a request for proposals, invitation for
bids or any other method for soliciting a response from offerers intending to result in a
procurement contract;
(2) the submission of written questions to a designated contact set forth in a request for
proposals, or invitation for bids, or any other method for soliciting a response from offerers
FRS Contract #000665

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 intending to result in a procurement contract, when all written questions and responses are to be
disseminated to all offerers who have expressed an interest in the request for proposals, or
invitation for bids, or any other method for soliciting a response from offerers intending to result
in a procurement contract;
(3) participation in a conference provided for in a request for proposals, invitation for bids, or
any other method for soliciting a response from offerers intending to result in a procurement
contract;
(4) complaints by an offerer regarding the failure of the person or persons designated by the
procuring governmental entity pursuant to this section to respond in a timely manner to
authorized offerer contacts made in writing to the office of general counsel of the procuring
governmental entity, provided that any such written complaints shall become a pmi of the
procurement record;
(5) offerers who have been tentatively awarded a contract and are engaged in
communications with a governmental entity solely for the purpose of negotiating the terms of the
procurement contract after being notified of tentative awm·d;
(6) contacts between designated governmental entity staff of the procuring governmental
entity and an offerer to request the review of a procurement contract award;
(7) (a) contacts by offerers in protests, appeals or other review proceedings (including the
apparent successful bidder or proposer and his or her representatives) before the governmental
entity conducting the procurement seeking a final administrative determination, or in a
subsequent judicial proceeding; or
(b) complaints of alleged improper conduct in a governmental procurement to the attorney
general, inspector general, district attorney, or court of competent jurisdiction; or
(c) written protests, appeals or complaints to the state comptroller's office during the
process of contract approval, where the state comptroller's approval is required by law, and
where such communications and any responses thereto are made in writing and shall be entered
in the procurement record pursuant to section one hundred sixty-three of the state finance law; or
(d) complaints of alleged improper conduct in a governmental procurement conducted by a
municipal agency or local legislative body to the state comptroller's office;
provided, however, that nothing in this subdivision shall be construed as recognizing or creating
any new rights, duties or responsibilities or abrogating any existing rights, duties or
responsibilities of any governmental entity as it pertains to implementation and enforcement of
article eleven of the state finm1ce law or any other provision of law dealing with the
governmental procurement process.
b. shall not attempt to influence the governmental procurement in a manner that would result in a
violation or an attempted violation of subdivision five of section seventy-three or section
seventy-four of the public officers law, or of other applicable ethics code provisions that are
equivalent to subdivision five of section seventy-three or section seventy-four of the public
officers law where the public officials that are involved in the governmental procurement are not
subject to subdivision five of section seventy-three or section seventy-four of the public officers
law;
4. Violations ofpm-agraph a of subdivision three of this section shall include any contacts during
the restricted period of a governmental procurement between the offerer and any member, officer
or employee of any governmental entity other than the entity conducting the governmental
procurement; provided, however, that nothing in this section shall be deemed to prohibit m1
offerer from communicating with a member of the state legislature or legislative staff about a
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 governmental procurement being conducted by a governmental entity other than the state·
legislature, or a member of the state legislature or legislative staff contacting a governmental
entity about a governmental procurement being conducted by a govennnental entity other than
the state legislature, provided that the member of the state legislature or legislative staff is acting
in their official capacity.
5. Governmental entity staff may consult the model guidelines that may be established by the
advisory council on procurement lobbying pursuant to section one-t of the legislative law in
implementing this section.
6. a. Every governmental entity shall incorporate a summary of the policy and prohibitions
regaTding permissible contacts during a govermnental procurement pursuant to subdivision three
of this section, and copies ofrules and regulations and applicable governmental entity guidelines
and procedures regarding permissible contacts during a governmental procurement pursuant to
subdivision tln·ee of this section into their solicitation of proposals or bid documents or
specifications for all procurement contracts.
b. Every governmental entity shall seek written affirmations from all offerers as to the offerer's
understanding of mid agreement to comply with the govermnental entity's procedures relating to
pe1missible contacts during a govermnental procurement pursuant to subdivision tluee of this
section.
7. Notwithstm1ding a11ylaw to the contrary, prior to conducting an award of a procurement
contract, a govermnental entity conducting a gover111llentalprocurement shall make a final
determination of responsibility of the proposed awardee in accordance with paragraph f of
subdivision nine of section one hundred sixty-three of this chapter, or, if the govermnental entity
is a public benefit corporation, as that term is defined in section sixty-six of the general
construction law, and tile majority of the members consist of persons either appointed by the
governor or who serve as members by virtue of holding a civil office of the state, according to
the procurement guidelines adopted pursuant to subparagraph (iii) of paragraph (b) of
subdivision three of section twenty-eight hundred seventy-nine of the public authorities law;
provided, however, that nothing in this subdivision shall be construed as abrogating or
diminishing any existing rights, duties or responsibilities of any gover111llentalentity as it
pertains to determinations ofresponsibility.
8. Any member, officer or employee of a governmental entity who becomes aware that an offerer
has violated the provisions of subdivision three of this section with regmd to permissible contacts
during any governmental procurement shall innnediately notify the ethics officer, inspector
general, if a11y,or other official of the procuring gover111llentalentity responsible for reviewing
or investigating such matters. If m1offerer violates the provisions of subdivision tln·ee of this
section with regard to permissible contacts at a govermnental entity other than the gover111llental
entity conducting the gover111llentalprocurement, the member, officer or employee who becomes
aware of the violation shall notify the ethics officer, inspector general, if any, or other official of
the govennnental entity responsible for reviewing or investigating such matters where that
member, officer or employee works, who shall in turn notify tile ethics officer, inspector general,
if a11y,or other official of the procuring govermnental entity responsible for reviewing or
investigating such matters at the procuring governmental entity.
9. Every governmental entity shall establish a process for review by its ethics officer, inspector
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I
I

 general, if any, or other official responsible for reviewing or investigating any allegations of
violations of the provisions of subdivision three of this section with regard to permissible
contacts on governmental procurements, and for the imposition of sanctions if such violations
have been found to exist.
10. a. Upon notification of any allegation of a violation of the provisions of subdivision three of
this section with regard to permissible contacts on governmental procurements, the governmental
entity's ethics officer, inspector general, if any, or other official of the procuring governmental
entity responsible for reviewing or investigating such matters shall immediately investigate such
allegation and, if sufficient cause exists to believe that such allegation is true, shall give the
offerer reasonable notice that an investigation is ongoing and an opportunity to be heard in
response to the allegation.
b. A finding that an offerer has knowingly and willfully violated the provisions of subdivision
three of this section shall result in a determination of non-responsibility for such offerer, and
such offerer and its subsidiaries, and any related or successor entity with substantially similar
function, management, board of directors, officers and shareholders (hereinafter, for the purposes
of this paragraph "offerer"), shall not be awarded the procurement contract, unless the
governmental entity finds that the award of the procurement contract io the offerer is necessary
to protect public property or public health or safety, and that the offerer is the only source
capable of supplying the required article of procurement within the necessary timeframe,
provided, that the governmental entity shall include in the procurement record a statement
describing the basis for such a finding. Any subsequent determination of non-responsibility due
to violation of this section within four years of a determination of non-responsibility due to a
violation of this section shall result in the offerer being rendered ineligible to submit a proposal
on or be awarded any procurement contract for a period of four years from the date of the second
final determination. Every governmental entity shall ensure that its solicitations of proposals for
procurement contracts require offerers to disclose findings of non-responsibility due to violations
of the provisions of subdivision three of this section within the previous four years by any
governmental entity. The failure of offerers to timely disclose accurate and complete information
or otherwise cooperate with the governmental entity in administering this provision shall be
considered by the governmental entity in its determination of responsibility; provided, further,
that the governmental entity shall not award a contract to an offerer who fails to timely disclose
accurate and complete information or otherwise cooperate with the governmental entity in
administering this provision unless the govermnental entity finds that the award of the
procurement contract to the offerer is necessary to protect public property or public health or
safety, and that the offerer is the only source capable of supplying the required article of
procurement within the necessary timeframe, provided, that the governmental entity shall include
in the procurement record a statement describing the basis for such a finding. Upon a
determination of non-responsibility or debarment due to a violation of this section, the
governmental entity shall notify the office of general services, which shall keep a list of all
offerers who have been determined to be non-responsible bidders or debarred due to violations of
this section; the office of general services shall make publicly available such list and shall
publish such list on its web site.
c. If a violation of the provisions of subdivision three of this section is found to have knowingly
and willfully occurred, then the ethics officer or inspector general, if any, or other official of the
procuring govermnental entity responsible for reviewing or investigating such matters shall
report instances of employee violation of the guidelines and procedures regarding
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 implementation of subdivision two of this section to the governmental entity's head.
11. Nothing in this section shall be deemed to prevent:
(a) contacts by offerers in protests, appeals or other review proceedings (including the apparent
successful bidder or proposer and his or her representatives) before the governmental entity
conducting the procurement seeking a final administrative determination, or in a subsequent
judicial proceeding; or
(b) complaints of alleged improper conduct in a governmental procurement to the attorney
general, inspector general, district attorney, or court of competent jurisdiction; or
(c) written protests, appeals or complaints to the state comptroller's office during the process of
contract approval, where the state comptroller's approval is required by law, and where such
communications and any responses thereto are made in writing and shall be entered in the
procurement record pursuant to section one hundred sixty-three of the state finance law; or
(d) complaints of alleged improper conduct in a governmental procurement conducted by a
municipal agency or local legislative body to the state comptroller's office;
provided, however, that nothing in this subdivision shall be construed as recognizing or creating
any new rights, duties or responsibilities or abrogating any existing rights, duties or
responsibilities of any governmental entity as it pe1tains to implementation and enforcement of
aiticle eleven of the state finance law or any other provision oflaw dealing with the
governmental procurement process.

§ 139-k.

Disclosure of contacts and responsibility of offerers

1. For purposes of this section, the following terms will have the following meanings unless
specified otherwise.
a. "Governmental entity" shall mean: (1) any depaitment, board, bureau, commission, division,
office, council, committee or officer of the state, whether permanent or temporary; (2) each
house of the 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) a
public authority or public benefit corporation, at least one of whose members is appointed by the
governor or who serves as a member by vhtue of holding a civil office of the state; (6) 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.
b. "Article of procurement" shall mean a commodity, service, technology, public work,
construction, revenue contract, the purchase, sale or lease of real property or an acquisition or
granting of other interest in real prope1ty, that is the subject of a governmental procurement.
c. "Contacts" shall mean any oral, written or electronic communication with a goven1111ental
entity under circumstai1ces where a reasonable person would infer that the conmrnnication was
intended to influence the governmental procurement.
d. "Proposal" shall mean any bid, quotation, offer or response to a governmental entity's
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 solicitation of submissions relating to a procurement.
e. "Governmental procurement" shall mean: (i) the preparation or terms of the specifications, bid
documents, request for proposals, or evaluation criteria for a procurement contract, (ii)
solicitation for a procurement contract, (iii) evaluation of a procurement contract, (iv) awai·d,
approval, denial or disapproval of a procurement contract, or (v) approval or denial of an
assigmnent, amendment (other than amendments that are authorized and payable under the terms
of the procurement contract as it was finally awarded or approved by the comptroller, as
applicable), renewal or extension of a procurement contract, or any other material change in the
procurement contract resulting in a financial benefit to the offerer.
f. "Restricted period" shall mean the period of time commencing with the earliest written notice,
advertisement or solicitation of a request for proposal, invitation for bids, or solicitation of
proposals, or any other method for soliciting a response from offerers intending to result in a
procurement contract with a governmental entity with the final contract award and approval by
the governmental entity and, where applicable, the state comptroller.
g. "Procurement contract" shall mean any contract or other agreement for an mticle of
procurement involving an estimated annualized expenditure in excess of fifteen thousand dollms.
Grants, article eleven-B state finance law contracts, program contracts between not-for-profit
organizations, as defined in article eleven-B of this chapter, and the unified court system,
intergovernmental agreements, railroad and utility force accounts, utility relocation project
agreements or orders and eminent domain trm1sactions shall not be deemed procurement
contracts.
h. "Offerer" shall mean the individual or entity, or any employee, agent or consultant or person
acting on behalf of such individual or entity, that contacts a governmental entity about a
governmental procurement during the restricted period of such governmental procurement.
i. "Revenue contract" shall mean any written agreement between a governmental entity, as that
term is defined in subpmagraphs one, four, five, six or seven of paragraph a of this subdivision,
and an offerer whereby the governmental entity gives or grants a concession or a franchise.
j. "Unified court system" shall, for the purposes of this section only, mean the unified court
system of the state of New York, or the office of court administration, where appropriate, other
than town and village justice courts in jurisdictions with a population under fifty thousand, when
it acts solely in an administrative capacity to engage in govermnental procurements and shall not
include the unified comt system or any court of the state judicim·y when it acts to hem· and decide
cases of original or appellate jurisdiction or otherwise acts in its judicial, as opposed to
administrative, capacity.
2. Each governmental entity shall ensure that solicitation of proposals or bid documents or
specifications, or contract documents, as applicable, for procurement contracts shall require
offerers to disclose findings of non-responsibility made within the previous four years by m1y
governmental entity where such prior finding of non-responsibility was due to: (a) a violation of
section one hundred thiity-nine-j of this article, or (b) the intentional provision of false or
incomplete information to a governmental entity.
3. The failure of an offerer to timely disclose accurate or complete information to a governmental
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 be considered by such governmental entity
entity pursuant to subdivision two of this section shall
er. No procurement contract shall be
in its determination of the responsibility of such offer
related or successor entity with
awarded to any such offerer, its subsidiaries, and any
directors, officers and shareholders
substantially similar function, management, board of
rer"), unless the governmental entity finds
(hereinafter, for the purposes of this subdivision, "offe
er is necessary to protect public property
that the award of the procurement contract to the offer
only source capable of supplying the
or public health or safety, and that the offerer is the
timeframe, provided, that the govenm1ental
required article of procurement within the necessary
ent describing the basis for such a finding.
entity shall include in the procurement record a statem
rnmental entity shall obtain the name,
4. Upon any contact in the restricted period, the gove
nt and occupation of the person or
address, telephone number, place of principal employme
d whether the person or organization
organization making the contact and inquire and recor
employed or designated by or on behalf of
making such contact was the offerer or was retained,
ntal entity about the governmental
the offerer to appear before or contact the governme
in the procurement record for the
procurement. All recorded contacts shall be included
procurement contract.
sions of this section and section one
5. Any procurement contract award subject to the provi
ication by the offerer that all information
hundred thirty-nine-j of this article shall contain a certif
respect to this section is complete, true and
provided to the procuring governmental entity with
contain a provision authorizing the
accurate, and each such procurement contract shall
event such certification is found [to] [nl]
governmental entity to te1minate such contract in the
governmental entity shall include in the
be intentionally false or intentionally incomplete. The
for any action taken pursuant to such
procurement record a statement describing the basis
termination provision.
entity from members of the state legislature,
6. Any communications received by a governmental
ity, shall not be considered to be a
or legislative staffs, when acting in their official capac
not be recorded by a governmental entity
"contact" within the meaning of this section and shall
pursuant to this section.

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 Appendix E

Compliance or Non-applicability to § 5-A of the NYS Tax Law

Neither the bidding entity, nor any of its affiliates (nor any subcontractors
affiliates) make sales delivered by any means to locations within the state of tangible
personal property or taxable services having a value of more than $300,000.00.
-OR-

The bidding entity and any and all of its affiliates, subcontractors and subcontractors'
affiliates hold, to the best of the bidder's knowledge, a valid Ce1tificate of Authority
issued by the NYS Department of Taxation and Finance.
-AND-

The Contractor shall provide tlu·ee (3) copies of the Certificate of Authority held by it, its
affiliates, its subcontractors' and its subcontractors' affiliates performing services under
the contract with the Department of Motor Vehicles at the time of contract signatnre.

COMPANY NAME

AUTHORIZED SIGNATURE

On the _____

day of _______

, 2008, before me personally came

___________________

, to me known, who being duly sworn,

deposed and said that (s)he resides in

___________

(s)he is an officer of _____________________
namely, the _____________

; that
_

_

of _ ___________

. That

(s)he did sign the foregoing instrument on behalf of, and with authority to bind said corporation.

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 Appendix F

ST-220-CA
11

New Yo1k St.11eDo1,:11
lme11Ir::,fT.1xution ,:ind Fin,111ra

ST-220-CA

Contractor Certification to Covered Agency

(6.'06)

(Pursuantto Section 5-a of the Tax Lmv,as amended, effectiveApril 26, 2006)
For information, consult Publication 223, Questions and Answers Concerning Tax Law Section s ....
1 (see Need Help? on back).
Contrnctor nc1m'=!
Fo, cowred agenq vse onfy

Conlnx:! 1wm/Jer
~v descnjJ!io:1

71-1:,"la_,;_e_o
-c-:-,.-n,-r,-10'1,-,,--$-l-,.-·i,-10-ir--•a
__
lb-u-si_n_.s_,---------c-:i-1y----------,-,,-

C<:,ntrn,~tor's
111<1ilin9
a,:ldr<:-ss
(if dilfernm

..-,e------szm1p~,-o,"·1~c-!

11w11at10\l,s,)

~---------~----------~--------=--~------~-----~
I
Cc,ntra,~tor·s
l>:'d':lff.11
':'mplc,yerklt<ntifl,;,1ti•:>n
nurnbi2r(Elf,J)

Es11:•nafed
conlrncl valueover
/he !u(! term of con/me/ {buf nor
1i1dud!i)9
renewals)

(;t)ntra,;tc,r's s,1lest,u ID m11nl:•N111
dilf1>"1&11I
horn contrnclor'o EIN)

$

Contra,)tor's tt'lt!phont' number

Coveredagency telephone number

I, ______________

, hereby affirm, under penalty of perjury,thal I am

(ni:lml:.')

{!ille)

of the above-namedcontractor,that I am aut11orized
to mal<ethis certificationon behalf of such contractor,and I further certify
that:
(/1.'ft11k
an X in only one box)

D

The contractorhas fi!ed Form ST-220-TOwith the Departmentof Taxationand Financein connectionwith this contr.1ct.1ncl,to the best of
contractor'sktwwledge,the infonn.1tionprovidedon the Form ST-220-TD,is correct and complete.

D

The contractorhas previouslyfiled Form ST-220-TDwith the Tux Depmtmentin connectionwith ~~-----~--~~~~(ins1:1,-1
co/l/mcl number or desclipf.iJn)

and, to the best of the contractor'skllO'Nledge,the infomwtion providedon that previouslyfiled Form ST-220-TD,is correct and complete
as of the current date, and thus the contmctor is not requiredto file a new FormST-220-TDat this time,

Sworn to this__ clayof _______

, 20 __

(s1~711
before a notmy pv!Jlic)

(lil!e)

Instructions
Note: Form ST-220-CA must be signed by a person authorized to make

General information

the cettilication on behalf of the contractor, and the acknowled9ement
on page 2 of this form must be completed before a notary public.

Tax Law section 5-a was amended, effective April 26, 2006. On or
after thcit date, in all cas,;,s where a contract is Sllbject to Tax Law
section 5-a. « contrnctor must file (1) Fonn ST-220-CA, Con/rnctor
Cerh'fic-:1/ion
to Covered Agency. with a covered a9ency, and
(2) Form ST-220-TD with the Tax Department before a contract
may take effect. The circumstances when« contr,1et is subject to
section 5-a are listed in Publication 223, O&A 3. This publication is
availabl':! on our Web site, by fax, or by mail. (See Need help? for
more information on how to obtain this publication.) In addition. a
contractor must file a new Form ST-220-CA with a coveted agency
before an existin9 contract with such agency may be rene·wed.

When to complete this form
As set forth in Publict1tion 223, a contract is subject to section 5-8, and
you must make the required ce1tification(s). if:
The procurin~1 entity is a coVE!red
;;1gencywilhin the meaning of the
statute (see Publication 22:3, O&A 5):
ii. The contractor is a o..1n/mclo, within the meaning of the statute (see
Publication 22.3, O&A 6): and
iii. The contract is a cont,acl within the rneoming of the statute. This is
the case when it (a) has a value in excess of $100,000 and (b) is 8
contract for conHnodi6es or services, as such terms are defined for
ptu poses of the statute {see Publication 22.'3,O&A 8 mid 9).

lf you have questions. please cal! our info,mation center at
1 BOO698-2931.

Fmthe,more, the procuring entity must have begun the solicilation to
purchase on or after Janua,y 1, 2005. and the- resulting contract must
have been av,1arded, amended. extended. renewed, or msigned on or
after April 26, 2006 (!he effective date of the section 3-a amendments),

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 Page 2 of 2

ST-220-CA (6/06)
Individual,

Corporation,

Partnership,

or LLC Acknowledg111e11t

STATEOF

SS.:
COUNTY OF
On the __

day of _______

in the year 20_,

before me personally appearec:,______________

_

known to me to be the person who executeclthe foregoing instrument, wl10,being duly sworn by me clicldepose anclsay that
_Ile resides at ______________________________

_

Town of ____________________________

_

County of _________________________
State of,_________

_

. and further that:

[Mark an X in the appropriate box anclcomplete the accompanying statement]

D
D

(If an inclividual):_he executed the foregoing instrument in his/lier name and on his/her own behalf.
(If a corporation):_he is t11e
__________________________________

_

of______________
, the corporation clescribeclin said instrument; that, by authority of the Board
of Directorsof saiclcorporation, _lie is authorized to execute t11eforegoing Instrument 011bel1alfof the corporation tor
purposes set forth t11erei11;
and that, pursuant to that authority,_he executedthe foregoing instrument in t11ename of and on
bel1a1fof said corporation as the act and deed of said corporation,

D

(If a partnersl1ip):_he is a----------------------------------of,__ ~-----------,
t11epartnership described in said instrument; that, by the terms of said
partnership,_he is authorized to execute the foregoing instrument on behalf of the partnership for purposes set forth
tile rein; and that, pursuant to that authority, _Ile executed the foregoing instrument in tl1ename of and on behalf of said
partnership as tlw act.and deed of said partnership.

D
r·

(If a limited liability company): _he is a duly aut11orizedmember of ____________
,
LLC, the limited liability company described in said instrument; that _lie is autllorized to execute tile foregoing instrument
on bel1alfof Ille limited liability company for purposes set forth therein; and that, pursuant to that authority,_he executed
the foregoing instrument in t11ename of and 011behalf of said limited ,liabilitycompany as the act and deed of said limited
liability company.

Nata~; Public
RegistrationNo.

Privacynotification

Need help?
fiiiii1 Internet Access: wwwnyst~?x.gov

The Com111l5r.lonerofl,1x,1~011
.:md Fi1i.:111c8
may o:,llecl ,:md m.i!nt,,ln personal

~-

inlorm.:iUon pwr.u;ml lo the NevtY0Ik Stille Tux L:iw, including but no! limi!ed to.

socUrns 5-.:i, 171, 171-.i, 287, 808, ,129, 475. 505,697,

;~·'°:~;'.to..Fax-on-demand forms:

1096, 11 112. .:md 1415

,:,fUrn! L..1.w;
.iml mJy rnqulm clisdoslllB of s,:ci.11s-;;curlty numbor5 ptm:.u.:1111
to

dD

42 USC 405(c)(2)(C)(i).

This inloim.itionwil! be ll5ecl to determine and ad1ninlster l,lX lk1bill1les.:md, when
.:iuthorlzedby law, for ce-rt.iint.ix ofloot and ,;,xch,11190
or t.1xlnf,:,rmationprogrmm .is

well .:is for anyo\11erl,1wft1Ipurpc,se,
lnformaHonroncE'!minyqu.:i1terlyw,1gt1.s
p,1iclto !llllploye,;,s is JHovitfedto o;,rt.:iln
sl,1te<1ge11cie.s
for purpos,;,sof lr,111d
preve11lio11.
:;;upporl e11forcE'!nrnnt,
evaluii.licn of
lh!l effectivenes:;;or ce1t.iin emplo~,rnenland lr.:iining pro;ir,1ms,ind other pu11K,sos
,1uthorizedby l,1w.
F.:illureto provklE>U1er-0qulrndlnforma11onmay subject Yoll t,:,ch•ilorcrlm!nal promaltles,
or both. undGr the T,1xLaw.
This in!orm.:1tio11
Is mafnk1i11ed
by tho Dlr,;clor of RB::ords Management .:-,ncJ
D,11,1
Enll'y, NYS fax Oep.:irtment.WA Homim,1nCampu.s,Alb.iny MY 12227; telephc,ne
1 800 225·5828. from a1toilf,Olltskt1.?
~ie Unitecl St,1tes,;1mloutside Canad.i, c.ill
(518) 485·Ell00.

FRSContract#000665
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(for infonnation.forms. and publications)

81
110251

1 2-00748-3676

assistance is c1v,1ilc1blEfrom
8:00 A.M. to5:00 P.lvl.(eastern timei,
Mondai throL19h
Friday.
To ord,s,rforms and l)l!blicatkms:
Fromat"o:.as
outsido:e
th-2.U.S. and outskl8 Cc111<1dc1:

.a,

Telephone

1 e.oo
698-20:31

1 e.oo
462-e.100
(51e.)485-6800

Hearing and speech impaired (tt2l-?c,:immunic,1tions

devk,s,f,:irth,s,d,:,c1f
(TDD)call,:,rs,;inly/:

1 e.oo
634-2110

Persons with disabilities: In compliancewith th1;1
t~
Amt'tk,1ns with Disabilities Act, wi::will t'nsure that ,::,mlobbies,
"-"
olfic':'s, meetingrooms.-:indother fcldlities,;u·':'a,xessibleto
If )'OU havequestionsaboutsped,11
personswith disc1bimies.
forp12rsons
wi!h disabilities,pleas8co1ll1 800 972-12.:.~3.
a,:commod,1tiom,
.,

2/20/2009
GULaw Privacy FR

 11

ST-220-TD

Appendix G

New York St,1le Dep,11lrrnmtof T.:ix.1tlo11
,ind Fi11.:i11c.:a

ST-220-TD

Contractor Certification

(G/06)

(Pursuantto Section 5~aof the TaxLaw, as amended,
effectiveApril 26, 2006)
For infornmtion, consult Publication 223, 0flestions ,11Jd
Answers Conceming fox Law Section 5·,1 (SGeNeed help? be-low).

Contrn-::tor
11<1rne
Contra,:tor'sprin-::ip,1I
place of busin.;,ss

Citi/

State

I

Contr,1et,:ir'i;
f,2der<=1l
'a'mpk,yer
id>:<ntifkation
nurnboc-r
1:EIN) C:ontrnctc,r's
s,1I,:,s
tax ID numb':!r(ii dilfmn1

Cov'C'red
ag-?ncy1E1me

!ro~1cmt1acto1'~EINJ

ZIP codt'

I

~:,;1ntrn,~ttr's
l"a"lephono:nurnl:,E-r

~stiln'111:'d
c,:,1jtro1ct
v,1lu-:ov':'r

IContra,:tnumb>:rc,r description

1B Uij te-rm
o.contr,Kt

! )lit 1wt inclu( 1119
ren&w,1ls)S

General Information

Privacy no11flcation

Section5·a of the Tax Law, as amended, effectiveApril 26,
2006, requirescertnin contractorsawarded certnin state
contractsvalued at more than $100,000 to certify to the
Tax Departmentthnt they are registeredto collect New York
State and locnl sales anclcompensatinguse taxes, if U1ey
made sales deliveredby any meansto locationswit11inNev>'
YorkState of tangible personal property or taxal)le services
havinga cumulativevalue in excessof $300,000, measured
over a specifiedperiod. In addition,contractorsmust certify
to the Tax Departmentthat each affiliate and subcontractor
exceedingsuch sales thresholdduring a specifiedperiod
is registeredto collect New YorkState and local sales
and compensatinguse taxes.Contractorsmust also file a
Form ST-220-CA.certifying to the procuring state entity t11a1
t11eyfiled Form ST-220-TDwith the Tax Departmentand t11at
the informationcontained on Form ST-220-TDis correctand
completeas of the elatethey file FormST-220-CA.

The Commissionerof Taxationand Financemay collect
and maintainpersonal informationpursuantto tile New York
State Tax Lnw, includingbut not limited to, sections5-a, 171,
171-a,287,308,429,475,505,697, 1096, 1142,and 1415
of that Lnw;and may requiredisclosureof social secl1rity
numberspursuantto 42 use 405(c)(2)(C)(i).

For more detailed informationregardingthis form and
section 5-a of the Tax Law, see Publication223, Questions
and Answe,:sConcerningTaxLaw Section 5-a, (as amended,
effectiveApril 26, 2006), availableat ww1,v.nystax.gov.
Informationis also availableby calling the Tax Department's
ContractorInformationCenter a11 800 698-2931.
Note: Form ST-220-TDmust be signed by a person
authorizedto make the certificationon behalf of the
contractor,and the acknowledgementon page 4 of t11isform
must be completed before a notarypublic.
Mail completedform to:

Tl)is informationwill be used to determineand administertax
liabilitiesand, when aut11orized
by lnw, for certnin tax offset
and exchangeof tax informationprogramsas vvellas for any
olher lawful purpose.
Informationconcerningquarterlyv·mgespaid to ernployees
is providedto certain state agenciesfor purposesof
fraud prevention,support enforcement.evaluationof tile
effectivenessof certain employmentnnd trainingprograms
and o1herpurposesautborizeclby law.
Failure10providethe requiredinformationmay subject you
to civil or criminal penalties,or both, under the Tax Law.
This informationis maintainedby the Directorof Records
Managementand Da1aEntry,NYS Tax Department,
WA HarrimanCampus,Albany NY 12227:telephone
1 800 225-5829.Fromarens outsidet11eUnitedStates and
outside Canada,call (518) 485-6800.

Need help?
fiiiil Internet access: w1,w.nys!c1x.gov
1

~

(for ink,rmation. forms,,md publications)

ip-~~0.._

FRx-on-demanc/forms:

NYSTAXDEPARTMENT
DATAENTRYSECTION

1 800 748-:3676

.,-.

Telephone assistance is availt1bl':'from 8:00 A./vl.to 5:00 P.M.
1:eastttrntime).fvlond<1)'
throu9hFIiday.
publicatbns:
1 800 462-8100
To or(ler fc,rmsc111el
Sales Tax InformationCenter:
1 800 698-2909
From ari:,asoutsid,;.th& U.S. rn1doutside Canada:
(518) 48S-6BOO

W A HARRIMANCAMPUS

M

ALBANYNY 12227

Hearing and s/>eech impaired (t.;./e,;ommunications
devic,;,for th1;1
( ea! \TDD) calle-1s
only}:
1 800 634-2110
Persons with disabilities: In comp!i<1IKe
with thtt
Americans withDis,1bilitiesAct. we will ensur':'that our lobbii?S.
offices._meetin9 rooms.c1ndother faciliti-?s-:'.1r'O!
,,cc,;,ssibl>?
t,:)
personswithcl1sc"1bilities.
II ;,ouhavequBstionsaboutspecicll
accomn1odctlio11s
for persc,nswith cliscl!Ji/Jties,
pk•asec,1111
eM972-12:?-3.
•

~

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 Page 2 of 4 ST-220-TD(6/06)

I, ______________

, herebyaffirm, under penaltyof perjury,that I am ___________

{twme)

_
(title)

of tlie above-namedcontractor,and that I am authorizedto makethis certificationon behalf of such contractor.
Make only one entry in each section below.

Section 1 -Contractor

D

registration status

The contractorhas made sales delivered by any means to locationswithin NewYork State of tangiblepersonalpropertyor taxable
serviceshavinga cumulativevaluein excessof $300,000duringthe foursalestax quarters1Nhichimmediatelyprecedethe salestax
quarterin whichthis certificationis made.The contractoris registeredto collectNewYorkStateand localsalesandcompensating
use
of Taxationand Financepursuantto sections1134 and 1253of the TaxLmv,;:mdis listedon ScheduleA of
taxeswith the Co1rnnissioner
this certification.

D· Thecontractorhas not madesalesdeliveredby any meansto locationswithinNe.vYorkStateof tangiblepersonalpropertyor taxable
1

serviceshavinga cumulativevaluein excessof $300,000duringthe foursalestax quarterswhich irnrnecliately
precedethe salestax
quarterin whichthis certificationis made.

Section 2 - Affiliate registration status

D

The contractordoes not haveany affiliates.

D

To the bestof the contractor\ knowledge,the contractorhas oneor moreaffiliateshavingmadesalesdeliveredby any meansto
locationswithinNev,YorkStateof tangiblepersonalpropertyor taxableserviceshavinga cumulativevaluein excessof $300,000
durinf1the four salestax quarterswhich irnmediatelyprecedethe salestax quarterin which this certificationis made,and eachaffiliate
exceedingthe $300,000cumulativesales lhresho!dduringsuch quartersis registeredto collectNewYorkStateand localsalesand
compensatingusetaxeswith the Commissionerof Taxationand Financepursuantto sections11:34and_1253of the TaxLaw.The
A of this
contractorhaslistedeachaffiliateexceedingthe $300,000cumulativesalesthresholdduringsuchquarterson SChedule
certification.

D

To the bestof the contractor'sknov.'leclge,
the contractorhas oneor moreaffiliates,and each affiliatehasnot madesalesdeliveredby
any meansto locationswithinNewYorkStateof tangiblepersonalpropertyor taxableserviceshavinga cumulativevaluein excessof
precedethe salestax quarter in whichthis certificationis made.
$300,000duringthe four salestax quarterswhich imrnecliately

Section 3 - Subcontractor registration status

D

The contractordoes not haveany subcontractors.

D

To the bGstof the contractor'sknowl121dge,
the contractorhas one or moresubcontractorshavingmadesalesdGHvered
by any meansto
locationswithinNewYorkStateof tangiblepersonalproperlyor taxableserviceshavinga cwnulativevakmin excessof $300,000during
the four salestax quarterswhichimmediatelyprecedethe saleslax quarterin whichthis certificationis made,andeachsubcontractor
exceedingthe $300,000cumulativesales thresholdduringsuchquartersis registeredto collectNewYorkStateand localsalesand
compensatingusetaxeswith the Commissionerof Taxationand Financepursuantto sections1134and 1253of theTaxLaw.The
contractorhaslistedeachsubcontractorexceedingthe $300,000cumulativesalesthresholdduringsuchquarterson ScheduleA of this
ce1tifica.tion.

D

To the bestof the contractor'sknowledge,tl1econtractorhas one or moresubcontractors,and each subcontractorhas notmadesales
deliveredby anymeansto locationswithin NewYorkStateof tangiblepersonalpropertyor taxablesel'viceshavinga cumulativevaluein
excessof $300,000duringthe four salestax quarters•:-1hich
immediatelyprecedethe sales tax quarterin 1.vhichthir,certificationis made,

Sworn to this_day

of _______

, 20~~

(sign before a 110/a,ypublic)

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 ST-220-TD
(6/06) Page3 of 4

ScheduleA- Listingof eachperson(contractor,affiliate,or subcontractor)
exceeding$300,000
cumulativesalesthreshold
Listthecontractor,
oraffiliate,or subcontractor
in Schedule
A onlyif suchpersonexceeded
the$'.<00,000cumulative
salesthreshold
during
thespecified
salestaxquarters.
Seedirections
below.
Formoreinformation,
seePublication
223.

A
b4J(f6't,li

C:r1Jm

B

C
Adc/rnss

Nurne

D

Fod.iw!
ID Number

E
F
SulesT.:ixID Numbor Registr.1lion
inpmgrnss

ColumnA- EnterC incolumnA if thecontractor:
A if anaffiliateof thecontractor;
or S if a subcontractor.
Column8- Name- lf/lersonis a corporation
or limitedliabilitycompany,
entertheexactlegalnameasregistered
withtheNYDepartment
of State,i applicable.
If personis a partnership
or ,soleproprietor,
enterthenameof thepartnership
andeachpartnersgiven
name,or thegivenname(s)
of tl1eowner(s),
asapplicable.
If personhils a differentOBA(doingbusiness
as)name,enterthat
nameaswell.
ColumnC- Aclclress
- Enterthestreetaddressof person's
llrincipalplaceof business.
Donotentera PObox.
If
ColumnD- IDnumber- Enterthefederalemployer
identification
number\EIN)assigned
to thepersonor person'sbusiness,
asapplicable.
thepersonis an individual,
enterthesocialsecuritynumbero thatperson.

ColumnE- SalestaxID number- Enteronlyif differentfromfederalEINin columnD.
its certificate
ColumnF- If applicable,
enteranX if thepersonhassubmitted
FormDTF-t7totheTaxDepartment
buthasnotreceived
of
authorityasoftheelateof thiscertification.

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 Page4 of4 ST-220-TD
(6106)

Individual,
Corporation,
Partnership,
orLLCAcknowledgment
STATE
OF

SS.:
COUNTY
OF
Onthe_ dayof_____

intheyear20_, before
mepersonally
appeared
________

_

known
tometobetheperson
whoexecuted
theforegoing
instrument,
who,
being
dul11
sworn
bymediddepose
andsaythat
heresides
at___________________
_
Town
of___________________

_

County
of__________________
State
of_____

_

~· andfurt11er
that:

boxandcomplete
theaccompanying
statement.]
[lvlark
anXintheappropriate

D (Ifanindividual):
J1eexecuted
theforegoing
instrument
inhis/her
name
andonhis/her
ownbehalf.

D (Ifacorporation):
_heisthe_______________________

_

of__________
, thecorporation
described
insaidinstrument;
that,byauthority
oftheBoard
toexecute
theforegoing
instrument
onbehalf
ofthecorporation
for
ofDirectors
ofsaidcorporation,
_heisauthorized
purposes
setforththerein;
andthat,pursuant
tothatauthority,
_heexecuted
theforegoing
instrument
inthename
ofandon
behalf
ofsaidcorporation
astheactanddeedofsaidcorporation.

D (Ifapartnership):_lle
isa---~--------------------described
insaidinstrument;
that,bytheterms
ofsaid
of
, thepartnership
toexecute
theforegoing
instrument
onbehalf
ofthepartnership
setforth
partnership,
_heisaut11orized
forpurposes
therein;
andthat,pursuant
tothatauthority,
_heexecuted
theforegoing
instrument
int11e
name
ofandonbehalf
ofsaid
partnership
astheactanddeed
ofsaidpartnership.
1company):
D (Ifalimited
liabilit1
_heisa duly.authorized
member
of______________

_
LLC,
thelimited
liability
company
described
insaidinstrument;
that_heisauthorized
toexecute
tileforegoing
instrument
J1eexecuted
onbehalf
ofthelimited
liability
company
forpurposes
setforththerein;
andthat,pursuant
tothatauthority,
theforegoing
instrument
inthename
ofandonbehalf
ofsaidlimited
liability
company
astheactanddeed
ofsaidlimited
liability
company.

Notary
Public
Registration
No.__________

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 AppendixH

Information Security Breach and Notification Act

NYS General Business Law Section 899-aa
§ 899-aa. Notification; person without valid authorization has acquired private information
1. As used in this section, the following terms shall have the following meanings:

(a) "Personal information" shall mean any information concerning a natnral person which,
because of name, number, personal mark, or other identifier, can be used to identify such natnral
person;
(b) "Private information" shall mean personal information consisting of any information in
combination with any one or more of the following data elements, when either the personal
information or the data element is not encrypted, or encrypted with an encryption key that has
also been acqnired:

(I) social security number;
(2) driver's license number or non-driver identification card number; or
(3) account number, credit or debit card number, in combination with any required security code,
access code, or password that would permit access to an individual's financial account;
"Private information" does not include publicly available information which is lawfolly made
available to the general public from federal, state, or local government records.
(c) "Breach of the security of the system" shall mean unauthorized acquisition or acquisition
without valid authorization of computerized data that compromises the security, confidentiality,
or integrity of personal information maintained by a business. Good faith acquisition of personal
information by an employee or agent of the business for the purposes of the business is not a
breach of the security of the system, provided that the private information is not used or subject
to unauthorized disclosure.
In determining whether information has been acquired, or is reasonably believed to have been
acquired, by an unauthorized person or a person without valid authorization, such business may
consider the following factors, among others:
(1) indications that the information is in the physical possession and control of an unauthorized
person, such as a lost or stolen computer or other device containing information; or
(2) indications that the information has been downloaded or copied; or
(3) indications that the information was used by an unauthorized person, such as fraudulent
accounts opened or instances of identity theft repo1ted.
(d) "Consumer repo1ting agency" shall mean any person which, for monetary fees, dues, or on a
cooperative nonprofit basis, regulm·ly engages in whole or in part in the practice of assembling or
evaluating consumer credit information or other information on consumers for the purpose of
furnishing consumer reports to third parties, and which uses any means or facility of interstate
commerce for the purpose of preparing or furnishing consumer reports. A list of consumer
repo1ting agencies shall be compiled by the state attorney general and furnished upon request to
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 any person or business required to make a notification under subdivision two of this section.

2. Any person or business which conducts business in New York state, and which owns or
licenses computerized data which includes private information shall disclose any breach of the
security of the system following discovery or notification of the breach in the security of the
system to any resident of New Yorlc state whose private information was, or is reasonably
believed to have been, acquired by a person without valid authorization. The disclosure shall be
made in the most expedient time possible and without unreasonable delay, consistent with the
legitimate needs of law enforcement, as provided in subdivision four of this section, or any
measures necessary to determine the scope of the breach and restore the reasonable integrity of
the system.

3. Any person or business which maintains computerized data which includes private
information which such person or business does not own shall notify the owner or licensee of the
information of any breach of the security of the system immediately following discovery, if the
private information was, or is reasonably believed to have been, acquired by a person without
valid authorization.

4. Tlie notification required by this section may be delayed if a law enforcement agency
determines that such notification impedes a criminal investigation. The notification required by
this section shall be made after such law enforcement agency determines that such notification
does not compromise such investigation.

5. The notice required by this section shall be directly provided to the affected persons by one of
the following methods:
(a) written notice;
(b) electronic notice, provided that the person to whom notice is required has expressly
consented to receiving said notice in electronic form and a log of each such notification is kept
by the person or business who notifies affected persons in such form; provided fmiher, however,
that in no case shall any person or business require a person to consent to accepting said notice in
said form as a condition of establishing any business relationship or engaging in any transaction.
(c) telephone notification provided that a log of each such notification is kept by the person or
business who notifies affected persons; or
(d) Substitute notice, if a business demonstrates to the state attorney general that the cost of
providing notice would exceed two hundred fifty thousand dollars, or that the affected class of
subject persons to be notified exceeds five hundred thousand, or such business does not have
sufficient contact information. Substitute notice shall consist of all of the following:
(I) e-mail notice when such business has an e-mail address for the subject persons;
(2) conspicuous posting of the notice on such business's web site page, if such business
maintains one; and
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 (3) notification to major statewide media.

6. (a) whenever the attorney general shall believe from evidence satisfactory to him that there is
a violation of this article he may bring an action in the name and on behalf of the people of the
state of New York, in a court ofjustice having jurisdiction to issue an injunction, to enjoin and
restrain the continuation of such violation. In such action, preliminary relief may be granted
under article sixty-three of the civil practice law and rules. In such action the court may award
damages for actual costs or losses incurred by a person entitled to notice pursuant to this article,
if notification was not provided to such person pursnant to this article, including consequential
financial losses. Whenever the court shall determine in such action that a person or business
violated this article knowingly or recklessly, the court may impose a civil penalty of the greater
of five thousand dollars or up to ten dollars per instance of failed notification, provided that the
latter amount shall not exceed one hundred fifty thousand dollars.

(b) the remedies provided by this section shall be in addition to any other lawful remedy
available.
(c) no action may be brought under the provisions of this section unless such action is
co111111enced
within two years immediately after the date of the act complained of or the date of
discovery of such act.

7. Regardless of the method by which notice is provided, such notice shall include contact
information for the person or business making the notification and a description of the categories
of information that were, or are reasonably believed to have been, acquired by a person without
valid authorization, including specification of which of the elements of personal information and
private information were, or are reasonably believed to have been, so acquired.

8. (a) In the event that any New York residents are to be notified, the person or business shall
notify the state attorney general, the consumer protection board, and the state office of cyber
security and critical infrastructure coordination as to the timing, content and distribution of the
notices and approximate number of affected persons. Such notice shall be made without delaying
notice to affected New York residents.
(b) In the event that more than five thousand New York residents are to be notified at one time,
the person or business shall also notify consumer reporting agencies as to the timing, content and
distribution of the notices and approximate number of affected persons. Such notice shall be
made without delaying notice to affected New York residents.

9. The provisions of this section shall be exclusive and shall preempt any provisions oflocal law,
ordinance or code, and no locality shall impose requirements that are inconsistent with or more
restrictive than those set forth in this section.

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 NYS Technology Law Section 208
§ 208. Notification; person without valid authorization has acquired private information

I. As used in this section, the following terms shall have the following meanings:

(a) "Private information" shall mean personal information in combination with any one or more
of the following data elements, when either the personal information or the data element is not
encrypted or encrypted with an encryption key that has also been acquired:
(1) social security number;
(2) driver's license number or non-driver identification card number; or

(3) account number, credit or debit card number, in combination with any required security code,
access code, or password which would permit access to an individual's financial account.
"Private information" does not include publicly available information that is lawfully made
available to the general public from federal, state, or local government records.

'

(b) "Breach of the security of the system" shall mean unauthorized acquisition or acquisition
without valid authorization of computerized data which compromises the security,
confidentiality, or integrity of personal information maintained by a state entity. Good faith
acquisition of personal information by an employee or agent of a state entity for the purposes of
the agency is not a breach of the security of the system, provided that the private information is
notusedor snbjecno tifiauthotized
disclosure.
In determining whether information has been acquired, or is reasonably believed to have been
acquired, by an unauthorized person or a person without valid authorization, such state entity
may consider the following factors, among others:
(l) indications that the information is in the physical possession and control of an unauthorized
person, such as a lost or stolen computer or other device containing information; or

(2) indications that the information has been downloaded or copied; or
(3) indications that the information was used by an unauthorized person, such as fraudulent
accounts opened or instances of identity theft reported.

(c) "State entity" shall mean any state board, bureau, division, committee, commission, council,
department, public authority, public benefit corporation, office or other governmental entity
performing a governmental or proprietary function for the state of New York, except:
(l) the judiciary; and
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 (2) all cities, counties, municipalities, villages, towns, and other local agencies.

(d) "Consumer reporting agency" shall mean any person which, for monetary fees, dues, or on a
cooperative nonprofit basis, regularly engages in whole or in part in the practice of assembling or
evaluating consumer credit information or other information on consumers for the purpose of
furnishing consumer reports to third parties, and which uses any means or facility of interstate
commerce for the purpose of preparing or furnishing consumer reports. A list of consumer
rep01iing agencies shall be compiled by the state attorney general and furnished upon request to
state entities required to make a notification under subdivision two of this section.

2. Any state entity that owns or licenses computerized data that includes private information
shall disclose any breach of the security of the system following discovery or notification of the
breach in the security of the system to any resident of New York state whose private information
was, or is reasonably believed to have been, acquired by a person without valid authorization.
The disclosure shall be made in the most expedient time possible and without umeasonable
delay, consistent with the legitimate needs oflaw enforcement, as provided in subdivision four of
this section, or any measures necessary to determine the scope of the breach and restore the
reasonable integrity of the data system. The state entity shall consult with the state office of
cyber security and critical infrastructure coordination to determine the scope of the breach and
restoration measures.

3. Any state entity that maintains computerized data that includes private information which such
agency does not own shall notify the owner or licensee of the information of any breach of the
security of the system immediately following discovery, if the private information was, or is
reasonably believed to have been, acquired by a person without valid authorization.

4. The notification required by this section may be delayed if a law enforcement agency
determines that such notification impedes a criminal investigation. The notification required by
this section shall be made after such law enforcement agency determines that such notification
does not compromise such investigation.

5. The notice required by this section shall be directly provided to the affected persons by one of
the following methods:
(a) written notice;
(b) electronic notice, provided that the person to whom notice is required has expressly
consented to receiving said notice in electronic form and a log of each such notification is kept
by the state entity who notifies affected persons in such form; provided further, however, that in
no case shall any person or business require a person to consent to accepting said notice in said
form as a condition of establishing any business relationship or engaging in any transaction;
(c) telephone notification provided that a log of each such notification is kept by the state entity
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 who notifies affected persons; or
(d) Substitute notice, if a state entity demonstrates to the state attorney general that the cost of
providing notice would exceed two hundred fifty thousand dollars, or that the affected class of
subject persons to be notified exceeds five hundred thousand, or such agency does not have
sufficient contact information. Substitute notice shall consist of all of the following:
(!) e-mail notice when such state entity has an e-mail address for the subject persons;
(2) conspicuous posting of the notice on such state entity's web site page, if such agency
maintains one; and
(3) notification to major statewide media.

6. Regardless of the method by which notice is provided, such notice shall include contact
information for the state entity making the notification and a description of the categories of
information that were, or are reasonably believed to have been, acquired by a person without
valid authorization, including specification of which of the elements of personal information and
private information were, or are reasonably believed to have been, so acquired.

7. (a) In the event that any New York residents are to be notified, the state entity shall notify the
state attorney general, the consumer protection board, and the state office of cyber security and
critical infrastructure coordination as to the timing, content and distribution of the notices and
approximate number of affected persons. Such notice shall be made without delaying notice to
affected New York residents.
(b) In the event that more than five thousand New York residents are to be notified at one time,
the state entity shall also notify consumer repmting agencies as to the timing, content and
distribution of the notices and approximate number of affected persons. Such notice shall be
made without delaying notice to affected New York residents.

8. Any entity listed in subpm·agraph two ofpm·agraph (c) of subdivision one of this section shall
adopt a notification policy no more than one hundred twenty days after the effective date of this
section. Such entity may develop a notification policy which is consistent with this section or
alternatively shall adopt a local law which is consistent with this section.

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 Security Breach and Disclosure Act Reporting Form
Pursuant to the Information Security Breach and Notification Act
(General Business Law §899-aa; State Technology Law §208)
_
Name of Entity: _________________________
Street Address: __________________________
_
State: ____
Zip Code:
City: _______________
Sector (please select one):
[ ] Not-for-profit

[ ]Local Government[
[ ]Commercial

]State Govermnent [ ]Federal Government
[ ]Educational

Type of Business (please select one): [ ]Biotech/Pharm
]Health Care [ ]Insurance [ ]Retail/Internet
[ ]Other _____________________
Persons Affected: Total: ______
NY residents: ____

[ ]Education
[ ]Telecom.

Dates:

[ ]Financial Srvcs
[ ]Transportation
_

Breach Occurred:
_
Breach Discovered: -------Consumer Notification: ------Reason for delay, if any, in sending notice: ________________
Description of Breach (please select ;ill that apply): [ ]Hacking incident;
]Stolen computer, CD, tape, etc; [ ]Lost computer, CD, tape, etc;
[ ]Insider wrongdoing; [ ] other (specify): ____________

-----

_

]Inadvertent disclosure; [
_

[Attach

additionaldescriptionifnecessmy]

Information Acquired (please select ;ill that apply): [ ]Name; [ ]SSN; [ ]Driver's license no.;
[ ]Account number; [ ]Credit or Debit card number; [ ]Other (specify):
Manner of Notification to Affected Persons (Attach Copy):
[ ]Telephone; [ ]Substitute notice (provide justification).
12 months) breach notifications: ________________

[

]Written; [ ]Electronic (email);
List dates of any previous (within
_

Credit Monitoring or Other Service Offered: [ ] Yes; [ ] No; Dmation: ___
_
Service: ____________
_ Provider: -----------Submitted by:._________
_
Title: _________
_
_
Firm Name (if other than entity): _____________________

Telephone:---------------~
Dated: __________

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_

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 EACH OF THE THREE STATE AGENCIES LISTED BELOW:
Fax or E-mail this form to:
New York State Attorney General's Office:
SECURITY BREACH NOTIFICATION
Consumer Frauds & Protection Bureau
120 Broadway - 3,d Floor
New York, NY 10271
Fax: 212-416-6003
E-mail: breach.security@oag.state.ny.us

New York State Office of Cyber Security
& Critical Infrastructure Coordination (CSCIC)
SECURITY BREACH NOTIFICATION
30 Sou th pearl Street, Floor P2
Albany, NY 12207
fax: 518-474-9090
E-mail: info@cscic.state.ny.us

New York State Consumer Protection Board (CPB):
SECURITY BREACH NOTIFICATION
1740 Broadway, 15"' floor
New York, NY 10019
fax: 212-459-8855
E-mail: security _breach_notification@consumer

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 Appendix I

Consultant Disclosure Legislation

Chapter 10, Laws of2006

LAWS OF NEW YORK, 2006
CHAPTER IO
AN ACT to amend the civil service law and the state finance law, in relation to repo1ting and
disclosure about contracts for consulting services
Became a law March 21, 2006, with the approval of the Governor. Passed by a majority
vote, three-fifths being present.
The People of the State of New York, represented in Senate and Assembly, do enact as
follows:
Section 1. Section 97 of the civil service law is amended by adding a new subdivision 3 to read
as follows:
3. The department shall maintain records documenting the employment of persons
pursuant to contracts for consulting services issued by state agencies as defined in
subdivision seventeen of section eight of the state finance law. No later than one hundred
eighty days after the end of each fiscal year, the department shall submit to the governor,
the senate finance committee, the assembly ways and means committee and the department
of audit and control a report summarizing the following information for each state agency:
a. the number of contract employees performing such consulting services; and
b. the types of services provided by such contract employees.
§ 2. Subdivision 17 of section 8 of the state finance law, as added by chapter 992 of the laws of
1983, is amended to read as follows:
17. Report ammally to the legislature on or before May first on the contracts issued by state
agencies during the previous fiscal year for consulting services. The report shall include the
following information for each agency:
a. The number of contracts issued for consulting services;
b. The name and address of the vendor to whom each contract is issued;
c. The total dollar value of each contract;
d. The consulting services for which each contract is issued;
e. Whether competitive bidding was used in awarding each contract[,];_
f. The number of employees, by employment category within the contract, employed to
provide services under the contract, the number of hours they work and their total
compensation under the contract.
For the purposes of this report, a contract for consulting services shall mean any contract
entered into by a state agency for analysis, evaluation, research, training, data processing,
computer programming, engineering, environmental health and mental health services,
accounting, auditing, paralegal, legal, or similar services. This report shall be available for
public inspection and copying pursuant to section eighty-seven of the public officers law
provided that in disclosing such reports pursuant to the public officers law, the agency
making the disclosure shall redact the name or social security number of any individual
employee that is included in such document.
§ 3. Subdivision 3 of section 22 of the state finance law is amended by adding three new
paragraphs a-1, a-2 and a-3 to read as follows:
EXPLANATION--Matter in italics is new; matter in brackets[-] is old law to be omitted
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 a-1. For each state agency, the appropriations, including reappropriations, made for the
current fiscal year and recommended for the ensuing fiscal year for contracts for services
made for state purposes.
a-2. For each state agency, the disbursements estimated to be made before the close of the
current fiscal year and proposed to be made during the ensuing fiscal year for contracts for
services made for state purposes.
a-3. For each state agency, the estimated number of employees hired for the current fiscal
year and anticipated to be hired during the ensuing fiscal year pursuant to contracts for
services made for state purposes based upon annual employment reports submitted by
contractors pursuant to section one hundred sixty-three of this chapter.
§ 4. Subdivision 4 of section 163 of the state finance law is amended by adding a new
paragraph g to read as follows:
g. All state agencies shall require all contractors, including subcontractors, that provide
services for state purposes pursuant to a contract, to submit au annual employment report
for each contract for services that includes for each employment catego1y within the
contract the number of employees employed to provide services under the contract, the
number of hours they work and their total compensation under the contract. Employment
reports shall be submitted to the agency that awarded the contract, the department of civil
service and the department of audit and control and shall be available for public inspection
and copying pursuant to section eighty-seven of the public officers law provided that in
disclosing such reports pursuant to the public officers law, the agency making the
disclosure shall redact the name or social security number of any individual employee that
is included in such document.
§ 5. Subdivision 14 of section 163 of the state finance law is amended by adding two new
paragraphs (v) and (vi) to read as follows:
(v) for each contract for services for state purposes: the number of employees, by
employment category within the contract, employed to provide services under the contract,
the number of hours they work and their total compensation under the contract;
(vi) all reports required under this paragraph shall be available for public inspection and
copying pursuant to section eighty-seven of the public officers law provided that in
disclosing such reports pursuant to the public officers law, the agency making the
disclosure shall redact the name or social security number of any individual employee that
is included in such document.
§ 6. This act shall take effect on the ninetieth day after it shall have become a law, provided,
however, that the amendments to section 163 of the state finance law made by sections four and
five of this act shall not affect the repeal of such section and shall be deemed repealed therewith.
The Legislature of the STATE OF NEW YORK lli
Pursuant to the authority vested in us by section 70-b of the Public Officers Law, we hereby
jointly ce1iify that this slip copy of this session law was printed under our direction and, in
accordance with such section, is entitled to be read into evidence.
JOSEPH L. BRUNO
Temporary President of the Senate

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SHELDON SILVER
Speaker of the Assembly

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 FORMA
OSC Use Onlv:

Reporting Code:
Category Code:

Date Contract Approved:

State Consultant Services - Contractor's Planned Employment
From Contract Start Date Through The End Of The Contract Term
State Agency Name:

Agency Code:

Contractor Name:

Contract Number:

Contract Start Date:

/

/

Employment Category

Contract End Date:

Number of
Employees

/

Number of hours to
be worked

0

Total this oaae

/

Amount Payable
Under the Contract

0

$ 0.00

Grand Total

Name of person who prepared this report:
Title:

Phone#:

Preparer's Signature:
Date Prepared:

/

/
Page

(Use additional pages, if necessary)

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 FormB
OSC Use Only:

ReportingCode:
Category Code:

State Consultant Services
Contractor's Annual Employment Report
Report Period: April 1,

to March 31,

Contracting State Agency Name:

Agency Code:

Contract Number:
Contract Term:

I

I

to

I

I

Contractor Name:
Contractor Address:
Description of Services Being Provided:
Scope of Contract (Choose one that best fits):

Analysis D
Evaluation D
Research D
Training D
Data Processing D
Computer Programming D
Other IT consulting D
Engineering D
Architect Services D
Surveying D
EnvironmentalServices D
Health Services D
Mental Health Services D
Accounting D
Auditing D
Paralegal D
LegalD
Other Consulting D
EmploymentCategory

Number of Employees

Numberof HoursWorked

0

0

Total this oaae

AmountPayableUnder
the Contract

$ 0.00

Grand Total
Name of person who prepared this report:
Preparer's

Signature: ________________________

Title:
Date Prepared:

Phone#:

I I
Page

Use additional pages if necessary)

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 Appendix J

Terms and Definitions

Interpretation. For purposes of this Agreement:
"Absolute match" A set ofreviewable FR matches that will have a very high likelihood of one
or more images being the same person as the probe.
"Absolute non match" A set ofreviewable FR non matches that will have a high likelihood of
one or more images being a different person than the probe.
"Affiliate" means any individual or other legal entity, (including but not limited to sole
proprietor, partnership, limited liability company, firm or corporation) that effectively controls
another company in which (a) the Contractor owns more than 50% of the ownership; or (b) any
individual or other legal entity which.owns more than 50% of the ownership of the Contractor.
In addition, if a Contractor owns less than 50% of the ownership of another legal entity, but
directs or has the right to direct such entity's daily operations, that entity will be an Affiliate.
"Agency or Agencies" means the State of New York, acting by or through one or more
departments, boards, commissions, offices or institutions of the State of New York.
"Business Days" means Monday through Friday exclnding the following holidays: New Year's
Day, Martin Luther King, Jr. Day, President's Day, Memorial Day, Independence Day, Labor
Day, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day.
"Brightness" - Used to determine if there are any overexposed parts of the subject's face.
"Candidate" means an image and an associated match score returned by the search process.
"Candidate List" means the images displayed in a gallery format with match scores above the
probability threshold.
"Change Orders" means the supplementary change orders agreed to in writing by DMV and
Contractor as described in Appendix P, "Change Control Process."
"Clientidentification Number (CID)" means the unique number that is assigned to each DMV
holder of a NYS Permit/License/Non-Driver Identification Card.
"Commissioner" means the Commissioner of the New York State Department of Motor
Vehicles.
"Commissioner's Regulations" means the rules and regulations promulgated by a state agency
in interpretation of existing legislation authorizing specific functions and duties.
"Comparison" means the process of comparing a biometric template with a previously stored
reference template.
"Comptroller" means the Comptroller of the State of New York.
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 "Confidential Information" means any information written or otherwise disclosed in any
medium by one party to the other under this Agreement and marked or otherwise designated as
"Confidential" or is clearly by its nature confidential. However, Confidential Information shall
not include any information that: (a) is or becomes a part of the public domain through no act or
omission of the other party or otherwise available to the public other than by breach of this
Agreement; or (b) as in the other party's lawful possession prior to the disclosure and had not
been obtained by the other party either directly or indirectly from the disclosing party; or (c) is
lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is
independently developed by the other party without access to the Confidential Information.
"Contractor Technology" means Contractor's proprietary information, data, hardware and
software teclmology, methods and methodologies, source code, object code, documentation,
tools, software and interfaces, trade secrets, works of authorship and other proprietary materials,
and all other information, inventions, materials, data, software, hardware, technology,
trademarks and works of authorship that are protected by IP Rights held by Contractor and
incorporated in the Products or used by Contractor in the performance of the Services, including,
without limitation, any and all Innovations.
"Contrast" Used to measure the contrast in the face region of the image. A poor value indicates
that the face may lack detail from too little or too much contrast in the image.
"Cropping" Used to ensure that the entire head is safely within the picture. If the head is
touching the boundary or, is partly outside the boundary (cropped), the result is 0. The score
improves as the subject's head moves away from the boundary.
"Darkness" Used to determine if there are any underexposed parts of the subject's face.
"Deliverables" means the Products and Services and other tangible deliverable items described
in the Statement of Work to be delivered by Contractor to DMV.
"Delta" refers to the set of images collected in between the time of the legacy database handoff
to the contractor and the beginning of daily operations.
"OMV Mainframe License Files" means the License Files containing information about a
customer's driving history including document information.
"OMV-Provided Materials" means the materials and technology owned, licensed or otherwise
controlled by DMV that Contractor reasonably requires to perform the Services including,
without limitation, those items described as DMV-Provided Materials in the Statement of Work.
"Documentation" means any m1d all technical, engineering and user documentation, and all
training materials and tools, whether in printed or electronic form, proprietary to Contractor and
provided by Contractor to DMV regarding the Deliverables.
"Duplicate" means a candidate image, determined by an investigator, to match the probe image.
A duplicate image may be in the database as a result of operator error, computer error or fraud.

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 "Effective Date" means the date the contract was approved by the Office of the State
Comptroller.
"Enrollment" means the process of converting biometric data into a template.
"Equal Error Rate" means the error rate occurring when the threshold of a system is set so that
the proportion of false rejections will be approximately equal to the proportion of false
acceptances.
"Exposure" Measures the degree of overexposure and underexposure on the subject's face.
"Faceness" Measures the likelihood that a face is unobstructed and suitable for face recognition.
An obscnred face will have a low quality score and therefore will likely degrade face recognition
performance. Non-faces will give a low score.
"Facial Image" means the stored digitized image of a customer's face.
"Failure to Enroll" (FTE) means the inability to enroll in a biometric system.
"False Acceptance" refers to when a biometric system incorrectly identifies an individual or
incorrectly verifies an imposter against a claimed identity.
"False Acceptance Rate" (FAR) means the probability that a biometric system will inconectly
identify an individual or will fail to detect an imposter.
"False Rejection Rate" (FRR) means the probability that a biometric system will fail to identify
an enrollee, or verify the legitimate claimed identity of an enrollee.
"Filtering" refers to the process of classifying biometric data according to information that is
unrelated to the actual biometric data itself. Examples of this are information about the enrollee
such as sex, age, etc.

.

"Finding confidence" Measures of how well the software has resolved the face in the sample
image.
"Focus" - Used to determine how good the focus of the image is. A blurred image will score
with a low value.
"Glasses" Quality value that determines if glasses were detected, and the amount of glare if
glasses were detected.
"Gallery" means a visual display of images and demographics for probes with one or more
matches.
"Global Reference Number" (GRN) refers to a number used by DMV and the Contractor to
uniquely identify a facial and/or signatnre image. This number consists of the processing date in
the format 'CCYYMMDD', a three (3) position office code, a one (1) position camera number,
and a three (3) digit sequence number.
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 "Identification" means the process of searching though a list of face images to match against an
input image. One-to-many (1 :N) searching.
"Image Capture Device" (ICD) means the device or camera which receives the facial portrait
information in order to digitize it.
"Image Capture Workstation" (ICW) refers to the PC and !CD used by OMV to view,
capture, and store a customer's image.
"Image Compare" refers to a process by which OMV manually compares old and new facial
images for a client to determine if these images are of the same individual.
"Image Compare Request" means a request from OMV to the Contractor to retrieve identified
facial images so that OMV staff may examine and compare them.
"Image Control Number" means the number printed on the Signature/Image Control Slip.
"Image Retrieval Workstation" (IRW) means the PC workstation(s), located in DMV's
Central Office, equipped with a software package that allows LPB, DFI, and/or the FOIL
Subpoena Unit to view images and compare images.
"Innovations" means any invention, development or innovation to, related or arising from the
Contractor Technology that may be conceived or developed during the term of this Agreement
and in the performance of the Services, and whether or not forming part of a Deliverable,
including, but not limited to, software tools, methods and methodologies, algorithms, libraries,
design flows, processes, databases, mechanical and electronic hardware, electronic components,
computers and their parts, computer languages, programs and their documentation, encoding
techniques, articles, writings, compositions, works of authorship and improvements.
"IP Rights" means all intangible, intellectual, proprietary and industrial property rights, and all
tangible embodiments of such rights, wherever located, including but not limited to the
following: (i) all trademarks, trade names, service marks or logos, including all registrations and
applications therefore; (ii) all copyrights, moral rights, and other rights in works of authorship
including all registrations and applications therefore; (iii) all patents and patent applications, and
all ideas, concepts, inventions and innovations, whether or not patentable; (iv) all know-how and
trade secrets; and (vi) all other rights covering intangible property recognized in any jurisdiction.
"Issuing Office" means one ofNew York's approximately 140 State or County Issuing Offices,
any one of which could be the site of customer image capture and DL/1D transaction processing.
"Issuing Office System" means the OMV-written and maintained system that issues a
temporary document and provides information to the OMV Mainframe License Files.
"Issuing Office Workstation" (IOW) means the workstation with a networked OMV PC where
the License Issuance Transaction is processed by State or County Issuing Office staff. The IOW
has limited image retrieval capabilities.
"Landmark" means the reference point(s) in a face image used to create a face recognition
algorithm, e.g. position of the eyes.
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 "Licensed Software" means software transferred upon the terms and conditions set forth in the
Contract. "Licensed Softwme" includes error corrections, upgrades, enhancements or new
releases, and any deliverables due under a maintenance or service contract (e.g., patches, fixes,
PTFs, programs, code or data conversion, or custom programming).
"Licensee" means one or more Authorized Users who acquire Product from Contractor in
accordance with the terms and conditions of the Contract; provided that, for purposes of
compliance with an individual license, the term "Licensee" shall be deemed to refer separately to
the individual Authorized User(s) who took receipt of and who is executing the Product, and who
shall be solely responsible for performance and liabilities incurred. In the case of acquisitions by
DMV, the Licensee shall be the State of New York.
"License Effective Date" means the elate Product is delivered to an Authorized User/DMV.
Where a License involves Licensee's right to copy a previously licensed and delivered Master
Copy of a Program, the license effective date for additional copies shall be deemed to be the date
on which the Purchase Order is executed.
"License Production Bureau" (LPB) means the DMV office which is responsible for
overseeing all of the processes involved in producing New York's DL/ID documents.
"Licensor" means a Contractor who transfers rights in proprietary Product to Authorized Users
in accordance with the rights and obligations specified in the Contract.
"Match" means the comparison software assigned a candidate image a score above the
configured probability threshold.
"Match Score" means the level of similarity from comparing a biometric template against a
previously stored template.
"MQ Series" means a proprietary messaging micldleware developed by IBM that allows
programs to communicate with each other across all IBM platforms, Windows, VMS and a
variety of UNIX platforms. Introduced in 1994, it provides a common programming interface
(API) that programs are written to.
"New Product Releases" (Product Revisions) means any commercially released revisions to
the licensed version of a Product as may be generally offered and available to Authorized
Users/DMV. New releases involve a substantial revision of functionality from a previously
released version of the Product.
"One-To-Many" (1 :N) is a synonym for "Identification".
"One-To-One" (1:1) is a synonym for "Verification".
"Probe" means the image used to search for possible matches.
"Products" means the Contractor commodities, services and/or technology solutions purchased
by DMV from Contractor and identified in the Statement of Work. The term "Product" includes
Licensed Software.
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 "Progressive Search" refers to the situation where an investigator finds one or more interesting
candidate images and uses one of these candidates to initiate a new search.
"Project Schedule" means the timetable relating to the performance of the Services and delivery
of Deliverables that is set out in the Statement of Work.
"Proprietary" means protected by secrecy, patent, copyright or trademark against commercial
competition.
"Purchase Order" means DMV's fiscal form or format that is used when making a purchase
(e.g., formal written Purchase Order, Procurement Card, electronic Purchase Order, or other
authorized instrument).
"Receiver Operating Curves" (ROC) means a graph that shows how the false rejection rate
and false acceptance rate vary according to threshold.
"Resolution" Quality value used to determine whether the head is suitably large. With a live
subject, you should be able to obtain a perfect 10.
"Search" means use of a biometric engine to compare a probe against all (or selected) templates
within a database.
"Services" means those services to be provided by Contractor to DMV pursuant to the terms of
this Agreement, and as more fully described on the Statement of Work, which services are
related to the design, development, installation, implementation and maintenance of the
Products.
"Signature Image" means the stored digitized image of a customer's signature.
"Signature/Image Control Slip" refers to a pre-barcoded slip, currently supplied by DMV,
which includes a preprinted Image Control Number and a barcode which includes this number.
The customer signs the slip. This slip is then scanned by the ICW equipment to capture the
client's signature to store it digitally. The Image Control Number is associated with the
signature and image stored in the Image Data Base on the Local Issuing Office Server.
"Site" means the location (street address) where Product will be executed or services delivered.
"Source Code" means the programming statements or instructions written and expressed in any
language w1derstm1dableby a hwnm1 being skilled in the art which are translated by a language
compiler to produce executable machine Object Code,
"State" means the State of New York.
"Statement of Work" mem1sthe description of the Services and Deliverables to be provided
hereunder attached hereto as Section 2.

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 "Subcontractor" means any individual or other legal entity, (including but not limited to sole
proprietor, partnership, limited liability company, firm or corporation) who has entered into a
contract, express or implied, for the performance of a portion of a Contract with a Contractor.
"Template" means a proprietary mathematical representation of biometric data which represents
the biometric measurement of an enrollee. Any graphical representation is reduced to a
numerical representation. The template is then used by the biometric system as an efficient
method to make comparisons with other templates stored in the system.
"Terms of License" means the terms and conditions set forth in the Contract that are in effect
and applicable to a Purchase Order at the time of order placement.
"Texture" Measures the effective resolution of the subject face for use with high-resolution face
recognition algorithms. Low resolution, poor focus, or over compression will lower the score.
"Third Party Components" means those items of hardware or software comprising the DMV's
network that are proprietary to or manufactured by the DMV or third parties not under the
control of Contractor, and that may interface in any respect with the Products during or following
installation.
"Threshold" means an adjustable means by which biometric system operators can be more or
less strict in how efficient a match score is used to accept or reject matches.
"Throughput Rate" means the number of enrollment records that a biometric system can
process within a given time interval.
"Verification" means the process of ascertaining that two images or image inputs represent the
same person. One-to-one (I: 1) matching.
"Virus" means any computer code, whether or not written or conceived by Contractor, that
disrupts, disables, harms, or otherwise impedes in any manner the operation of the Product, or
any other associated software, firmware, hardware, or computer system (such as local area or
wide-area networks), including aesthetic disruptions or distortions, but does not include security
keys or other such devices installed by Product manufacturer.

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 Appendix K

Change Control Process & Procedures

Purpose of the Change Control Process

The Change Control Process is intended to guarantee that the common understanding of the
project and commitment to it that the DMV and the Contractor have at the beginning is sustained
throughout the term of the contract.
The Change Control Process is used to:
•
•
•
•

Identify change.
Determine the effect on function, cost, schedule and terms and conditions.
Agree upon a resolution.
Provide a process through which DMV and Contractor personnel may agree to any
project change request not requiring an amendment to the contract and recoll1ll1endany
project change request that requires an amendment.

Change Control Team

DMV and the Contractor shall establish a Change Control Team with representatives
from DMV and the Contractor. The DMV project manager shall chair the team. The
tean1 shall meet on an agreed schedule to both decide on ontstanding change requests
and review system problems in order to address any trends.
Identification of Change

Either DMV or Contractor Personnel may submit a change request to be reviewed by the Change
Control Team. The change request will include the work product to be changed, a description of
the aspect of the work product to change, and description of the impact.
Change Control Process

The Change Control Team shall evaluate each change request to determine whether the change
should be made. The Change Control Team will be responsible for evaluating change requests to
determine whether they should be pursued, by assigning appropriate personnel to prepare
estimates, and by obtaining authorization to proceed.
The Contractor shall indicate feasibility and describe the effort that the change would entail and
any effect of the change on the contract in terms of function, cost, schedule and terms and
conditions. The more extensive changes may be documented by preparing a more formal impact
statement, including how much time the change will require to implement, revised project
timelines and costs. The DMV project manager shall review information provided by the
Contractor with appropriate technical and managerial persom1el.
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 DMV and the Contractor shall agree whether the change is a correction or m1improvement that
is not a material change to the contract or the change is a material change to the contract. A
contract amendment is required to address material changes to the contract.
If the cha11geis a material change to the contract, the Contractor shall again review the change,
and estimate the effects of implementing the proposed change on function, cost, schedule,
resources and terms and conditions.
If both paities accept the change and a contract mnendment is not required, the appropriate
project/system documents will be updated. If an amendment to the contract is required, such
amendment shall be drafted, signed by both parties and approved by the Attorney General and
the Office of the State Comptroller prior to updating project documentation.
If one or both parties do not accept the change and cannot agree to a timescale in which the
disagreement will be resolved then the Disputes process defined below will control.

The Change Control Process will be used to provide the DMV with feasibility analysis and cost
estimates for the business decisions of DMV related to this contract. The Contractor will provide
a response to these requests within IO business days. These responses will not be binding unless
agreed to by the Contractor and DMV.
Baseline Control

The project documents that have been approved by both the DMV Project Manager and the
Contractor will form the baseline against which cha11geis measured.
Logging of Changes to the Baseline

The DMV project manager shall keep

alog of change requests and their disposition.

The Contractor's project documentation will include a specific section that will be a change
control log, used to record the scope of changes that occur. This log will identify each revision
of the document, the date it was completed a11dthe change request that caused the revision.
Problem Control Process

Either DMV or Contractor personnel may identify and repott a processing problem within the
system. Problems will be reported using a process that is mutually agreeable to both DMV and
the Contractor and which enables each reported problem to be tracked.
The problem control process is intended to ensure that problems m-e recorded and analyzed so
that any individual problems and trends are identified and addressed.
The problem control mechm1ism is used to:
•
•
•

Identify and record problems.
Rectify problems.
Analyze and address trends.

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 The Chm1ge Control Team may decide that action is required in which case the team shall decide
which members will complete a change request.
Once the Change Order is accepted and approved, Contractor's Program Mm1ager shall engage
the necessary engineering and testing resources to implement the agreed to change order per the
estimated time frame. Contractor agrees to follow the timelines specified by DMV. Any
changes to the completion schedule of the change order due to unforeseen problems shall be
immediately communicated to the DMV, a11dthe Contractor shall work closely with the DMV to
identify the reason for the delay and the steps being taken to minimize the delay.
The Change Order Process outlined is intended to provide a formal framework to enter and track
change requests and not intended to increase the response time required to effect changes or
unnecessarily burden the process with work overhead. Contractor's Program Manager will work
closely with the DMV to "fast-track" any issues that have the potential of seriously disrupting the
operations of the DMV in order to maintain the response times specified by DMV.
Logging of Problem Information

Regardless of how a problem is identified, the Contractor shall maintain a log of all problems
raised a11dof the problem a11alysisreports.
· The Contractor shall prepare a summary of reported problems including resolution and a
problem trend analysis report for review by the Change Control Temn.

...

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 Appendix L

Software Escrow Agreement

Pursuant to section 4.10.4 of this agreement, at the request ofDMV, Contractor will enter into a
software escrow agreement, subject to DMV approval, which will include, at a minimum, the
following terms and conditions:

1.
Appointment of Escrow Agent and Escrow fees. Upon request by the DMV, Contractor
will enter into an agreement with an Escrow agent, and shall be responsible for escrow agent
fees.
2.
Term of the Agreement. If requested by DMV, Contractor will use commercially
reasonable efforts to cause the term of the agreement to commence prior to the shipment of the
enrolled legacy database and shall continue in full force and effect so long as the agreement
remains in effect, including contract amendments.
3.
Materials Deposited in Escrow. Contractor agrees to deposit with the Escrow Agent one
copy of all the constituent elements of the proprietary software owned by Contractor including
but not limited to L-1 's FaceEXPLORER Facial Recognition Application Suite built upon L-1 's
ABIS multi-biometric platform with L-1 's G8 facial recognition engine, text, data, images,
animation, graphics, video and audio segments and source and object code and user and system
documentation of all Contractor delivered software to DMV in connection with the Facial
Recognition System.
4.
Modifications to the Materials Deposited. Contractor agrees to deposit, at the time such
updates, improvements, or modifications are made, one copy of such modified Materials, which
shall be deemed part of the Materials deposited in escrow under this agreement.
5.
Release and Delivery of Materials. The occurrence of any of the events identified in
Section 4.10.4 of the Agreement shall provide DMV the right to request the Escrow Agent to
release and deliver materials held in escrow to DMV:
6.
Release of Materials. Upon release of the materials to DMV, DMV shall have a nonexclusive, non-transferable right and license to use the escrow materials for the purposes set
forth in Section 4.10.4.
7.
Notices. DMV shall be notified by the Escrow Agent in the event of:
a.
b.
c.
d.

Termination of the agreement by Contractor,
Non-payment by Contractor for a period greater than 60 days,
Changes to the agreement between Contractor and the escrow agent,
Deposits, including modified materials, made to the Escrow Agent.

8.
Termination. In the event Contractor or the Escrow Agent wish to terminate the
agreement, the Escrow Agent shall notify DMV within three (3) business days of the notice.

FRS Contract #000665

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 AppendixM

NYS Cyber Security Policies

http ://www.cscic.state.ny.us/lib/policies/documents/Cyber-Security-Policy-P03-002-

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 AppendixN

Sample Project Plan

This a sample project plan for this project. The final project plan will be completed during the
Planning Phase.

-_-:-.<--__
-_ <i -- _--.

<

2;

Contract Phase

4.

5.

: i

6.: I Plan11inaPhase -·_
--_
7.
Internal oroiect rlannina

8.
9_
11.
12.
13-

- -- 14.
15.
16.
17.
•

··-•--

.18.
19_
20.
21.
22.

23.
24.
25.
26.
27 _
28.
29.
30.
31 _

NYDMVF'RSProiect

_--:•- -,_-_---_

.

-

113clavs

Tue 10/14/08

End Date-•
- Fri 3/27/09

93 davs

Tue 10/14/08

Fri 2/27/09

20 davs
0 davs

Fri 2/27/09
Fri 3/27/09

Fri 3/27/09
Fri 3/27/09

4davs

-·

Mon 3/02/09 --- - -- Thu 3/05/09
Mon 3/02/09

2 davs

Wed 3/04/09

Thu 3/05/09

Proiect Plan completed

0 davs

Thu 3/05/09

Thu 3/05/09

-- --- --- -

.

-

Develoo reauirements/SOW documentation
Reauirements/SOW review
OMV approves Final Requirements
document
: Documentation Phase -i_ -:---_•_·-- --- >
Documentation prepared for OMV audit of
Contractor facilitv
OMV audit and documentation review
OMV audit and documentation annroval
--

-_
•. ---- -- -,_-- -------·-------:

2 davs

~etup and E:n~ollmentofl ..egl!CY - - _<:__oafabase
-----------,

Purchase server hardware for enrollment
and internal develooment/testinq
Receive server hardware
Setuo server hardware at Contractor facilitv
Install and configure FaceEXPLORER
svstem base at Contractor facilitv
Install and configure FaceEXPLORER web
server at Contractor facility
Receive data/imaqes from OMV
Import legacy data into FaceEXPLORER
database at Contractor facilitv
Install and configure FaceEXPLORER
enrollment software
Legacy template and bitmap creation for
OMV leaacv imaae database
Develop/Configure FaceEXPLORER
Annlication Suite customizations
Install FEConsole, QC Viewer, and FR Web
Reports
Backup and encrypt FaceEXPLORER
database
Backuo FaceEXPLORER Aoolicartion Suite

FRS Contract #000665

New York DMV

._-

Work Session w/Contractor

Reauirerriijiits Phase

' --·--·10.

1

<

Contractor selection/ Contractor
neaotiations beain
Contract negotiations complete/Control
Aaencv review beains
Contract annroved

3_

'

:

110
110280

15 clavs - · Mon 3109/09

-

8 davs
6 davs

--

-- __-

---

Mon 3/09/09
Thu 3/19/09

Tue 3/03/09

- - Fri3/27/09
Wed 3/18/09
Thu 3/26/09

1 dav

Fri 3/27/09

Fri 3/27/09

10 davs

.- Mon 3/30/09

--- Fri_4/10/09

5 davs
4 davs
1 dav

Mon 3/30/09
Mon 4/06/09
Fri 4/10/09

Fri 4/03/09
Thu 4/09/09
Fri 4/10/09

-- ---

---

-;

-

-, ---

-_.,-

--

:• 63 cla\ls Mon 4/13/09 ------:-- -Fri 7/10/09
1 dav
9 davs
2 davs

Mon 4/13/09
Tue 4/14/09
Mon 4/27/09

Mon 4/13/09
Fri 4/24/09
Tue 4/28/09

2 davs

Wed 4/29/09

Thu 4/30/09

5 davs
1 dav

Fri 5/01/09
Fri 5/08/09

Thu 5/07/09
Fri 5/08/09

2 davs

Mon 5/11/09

Tue 5/12/09

1 dav

Fri 5/15/09

Fri 5/15/09

26 davs

Mon 5/18/09

Tue 6/23/09

5 davs

Wed 5/20/09

Wed 5/27/09

3 davs

Mon 6/15/09

Wed 6/17/09

1 dav
1 dav

Wed 6/24/09
Wed 6/24/09

Wed 6/24/09
Wed 6/24/09
2/20/2009

GULaw Privacy FR

 32.
33.
34.
35.
•"';

I:-__
:-.-\ 36i

37.
38.
39.
40.
41.
42.
43.
44.
45.
46.

•

47..
48.
49.
50.

Deliver FaceEXPLORER database with
DMV leaacv imaae templates
Deliver FaceEXPLORER Annlication Suite
DMV Acceptance of Deliverables review
DMV Acceotance of Deliverables

1 dav
1 dav
9 days
1 dav

J~stjn!JofJ..eg<!9\/Dat<1bllse
Setup and'. ...····:?.·
....>i-./
> · .. •:.._.·.
·•1 -·_.·• · 27 davs
Enrollment ..· •
•·
Test ported data in FaceEXPLORER
database
Install and configure FaceEXPLORER
recoanition software on Test Svstem
Verify image acceptance rate and templates
on base svstem
Test Dupe Batch Processinq
Test lntralD Processina
Test lnvestiaative Browser Annlication
Test Duplicate Analysis Viewer
Test lntralD Viewer
Test FEConsole, QC Viewer, and FR Web
Reoorts
Aoolication Testinq complete

l'rocurementPhase

·<: ..
i: . - ---:'-:-·_---

.·

Contractor and DMV develop
hardware/software specifications
DMV procures and installs daily operations
oroduction svstem
Procurement Phase Complete

51. · lnslallationof Dailv Operations Svst~m
52.
53.
54.
55.
56.
57.
58.
59.

62.
63.

64.
65.
66.
67.
68.
69.

Remote VPN connectivity between
Contractor and DMV tested
Web Client applications configured and
tested
Daily FR Duplicate Analysis and lntralD
Processes confiqured and tested
Setup developmenUtesting of
FaceEXPLORER System at Contractor
facilitv /Test Data onlvl
Test Legacy 1:N Duplicate Analysis FR
Process
Verify ported data inteqrity
Test Daily Operations System report
mechanism
Testdailv 1:N and 1:1 FR processina
DMV testinq/acceptance

FRS Contract #000665
New York DMV

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.

••

Thu
Thu
Thu
Fri

. .. °Fri6/19/09

Wed 5/13/09

2 days

Wed 5/13/09

Thu 5/14/09

1 dav

Mon 5/18/09

Mon 5/18/09

1 dav
2 davs
4 davs
2 davs
2 days
2 davs

Tue 5/19/09
Thu 5/28/09
Mon 6/01/09
Fri 6/05/09
Tue 6/09/09
Thu 6/11/09

Tue 5/19/09
Fri 5/29/09
Thu 6/04/09
Mon 6/08/09
Wed 6/10/09
Fri 6/12/09

2 davs
0 days

Thu 6/18/09
Fri 6/19/09

Fri 6/19/09
Fri 6/19/09

·. 59davs

.·

Mon 3/16/09

••

.

--~Fri 6/05/09

10 days

Mon 3/16/09

Fri 3/27/09

49 davs
0 davs

Mon 3/30/09
Fri 6/05/09

Fri 6/05/09
Fri 6/05/09

. ·._Fri.7/17/09

1 dav
1 dav
1 day

Mon 7/06/09
Tue 7/07/09
Wed 7/08/09

Mon 7/06/09
Tue 7/07/09
Wed 7/08/09

2 davs

Thu 7/09/09

Fri 7/10/09

1 dav
3 days
3 davs

Mon 7/13/09
Fri 7/10/09
Wed 7/15/09

Mon 7/13/09
Tue 7/14/09
Fri 7/17/09

0 days
.,

6/25/09
6/25/09
7/09/09
7/10/09

·-·: I·

.••..·· 10clavs , ·-••-Mon7/06/09 .--,

Hardware confiaured
FaceEXPLORER Database installed
FaceEXPLORER Anr lication Suite installed
DMV data/images securely overwritten at
Contractor facilitv
FaceEXPLORER System integrated with
DMV network
Secure FTP portinq process setun
DMV dailv data/imaaes imported
Installation of Daily Operations System
comolete

...... 60. · ··. Testina of Dailv Operations -Svstem ··-·•·- ~--_.
61.

-·_

Thu 6/25/09
Thu 6/25/09
Fri 6/26/09
Fri 7/10/09

Fri 7/17/09

Fri 7/17/09

12 davs

· > Fri 7/10/09

1 dav

Fri 7/10/09

Fri 7/10/09

1 day

Fri 7/10/09

Fri 7/10/09

1 day

Mon 7/13/09

Mon 7/13/09

5 davs

Mon 7/13/09

Fri 7/17/09

1 day
2 days

Tue 7/14/09
Mon 7/20/09

Tue 7/14/09
Tue 7/21/09

1 dav
2 davs
3 days

Wed 7/22/09
Wed 7/22/09
Thu 7/23/09

Wed 7/22/09
Thu 7/23/09
Mon 7/27/09

·.

· Mon 7/27/09

212012009
GULaw Privacy FR

 70.

77.
78.
79.

Dailv Ooerations Svstem Testina comolete
. _·- ·,.
./ .
· Trainina > .·. ·..
Svstem Administrator Trainina
End-User Trainina
Trainina Comolete
. - __
-,~_:'.-:;-__ ~ ---:-.- 7
S11stemRollouf ·.··
Ongoing FR Duplicate Analysis of Legacy
lmane Database beains
Ongoing Daily Operations for 1:N Duplicate
Analvsis and 1:1 lntralD Analvsis beains
OMV Acceotance of Deliverables Review
OMV Accentance of Deliverables

80.

Svstem Rollout comnlete

0 davs

Fri 8/14/09

Fri 8/14/09

81.

Contractor Support and Maintenance of
Installed Svstem beains

Odavs

Fri 8/14/09

Fri 8/14/09

.. 71.
72.
73.
74.
75.
76.

.

••.·.

FRS Contract #000665
New York DMV

__

.

,,'.

,.-,:

,:_:_

112
110282

.

,·

0 davs
. · 2davs
1 dav
2 davs
0 davs
14 clavs

Mon 7/27/09
Tue7/28/09
Tue 7/28/09
Tue 7/28/09
Wed 7/29/09

. Tua112a109

.

Mon
Wed
Tue
Wed
Wed
Fri

7/27/09
7/29/09
7/28/09
7/29/09
7/29/09
8/14/09

1 dav

Tue 7/28/09

Tue 7/28/09

1 dav
10 davs
1 dav

Thu 7/30/09
Fri 7/31/09
Fri 8/14/09

Thu 7/30/09
Thu 8/13/09
Fri 8/14/09

212012009
GULaw Privacy FR

 Appendix 0

Hardware & Software Summary

HARDWARE
33 +1 s are
Make: Dell PowerEdge
Model: M600
Processor: Dual Quad Core Intel® Xeon® E5450, 2x6MB Cache,
2.66GHz, 1333MHz FSB
Processing Speed: 2.66Ghz
Memor : 8GB
Storage Capacity: Dual (2) 146GB SAS drives in RAID!
Operating Software: Windows Server 2003 Std. x64
Other Features and/or Software Requirements:

BioAp lication Server
Type: Blade Server
Make: Dell PowerEdge
Model: M600
Processor: Dual Core Intel® Xeon® E5450, 2x6MB Cache,
2.66GHz, 1333MHz FSB
Processing Speed: 2.66Ghz
Memory: 4GB
Storage Capacity: Dual (2) 146GB SAS drives in RAID I
0 erating Software: Windows Server 2003 Std. x64
Other Features and/or Software Requirements:

II

Tem late Creator Server
Type: Blade Server

2

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New York DMV

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GULaw Privacy FR

 . rffii"' ~
~11HraifiifcH.rJsdr1trr«Fexs!feci•·

<<· "

-

..

..

Make: Dell PowerEdge
Model: M600
Processor: Dual Quad Core Intel® Xeon® E5450, 2x6MB Cache,
2.66GHz, 1333MHz FSB
Processing Speed: 2.66Ghz
Memory: 8GB
Storage Capacity: Dual (2) 146GB SAS drives in RAID 1
Operating Software: Windows Server 2003 Std. x64
Other Features and/or Software Requirements:

Blade Enclosure·.

-

..

-

-

- ,_---·

----

-_

-- -

.

---

J. ·..,

-----_-

___

-

-

-

.--

-

---_- :

Type: Blade Enclosure
Make: Dell PowerEdge
Model: MlO00e
Processor: NIA
Processing Speed: NIA
Memory: NIA
Storage Capacity: NIA
Operating Software: NIA
Other Features and/or Software Requirements:
Will hold up to sixteen (16) M600 series Blades

WebSerJJer----<•----

-_-,

___

:_.

..

',

.

-

a·-·.

-- -

-

----

-

-- ----

-_

-

-

-··

2-._ ----.-_

--

.: ·-

::

___

----

Type: 1U Rack server
· Make: Dell PowerEdge
Model: 1950 III
Processor: Dual Core Intel® Xeon® L5240, 6MB Cache, 3.0GHz,
1333MHz FSB
Processing Speed: 3.0Ghz
Memo1y: 4GB
Storage Capacity: Dual (2) 146GB SAS drives in RAID 1
Operating Software: Windows Server 2003 Std. x64
Other Features and/or Software Requirements:
Advanced Host Monitor (system outage/problem monitoring and
reporting tool)

Database.Server

---

.

_.·--__ ·.

-

c_.···' -_-.--

Type: 2U Rack server
Make: Dell PowerEdge
Model: 2950 III
FRS Contract #000665
New York DMV

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--

-

2·.:. - -

--

212012009
GULaw Privacy FR

 ,'llJ,c'r/w,a}i'&,Sflltiifarls,N'fli =

~-,

·•·
__
.-,,·------i,\,
"'

~

Processor: Two (2) Dual Core Intel® Xeon® L5240, 6MB Cache,
3.0GHz, 1333MHz FSB
Processing Speed: 3.0Ghz
Memory: 8GB
Storage Capacity: Six (6) 146GB SAS drives in RAIDI0
Operating Software: Windows Server 2003 Std x64
Other Features and/or Software Requirements:
Oracle I lg Enterprise Edition (64 bit) with partitioning
Oracle Diagnostic, Tuning, Change Management, Provisioning packs
Oracle Data Guard and Data Guard Broker
Oracle Enterprise Manager Grid Control

'

* Note: The use of the required

Oracle licenses will be provided by
L-1 at NO ADDITIONAL COST to DMV

Backup software such as Veritas

StorageArrav

...
-

-

..

-~- -:···-~:
.·

',

;----:::_::
-~

-

-_

-

:

-. -_

-

2

-·
·-

-

.. -

Type: Direct Attach SCSI
Make: Dell PowerEdge
Model: MDI000
Processor: NI A
Processing Speed: NIA
Memory:N/A
Storage Capacity: (15) 500GB SAS drives in RAIDI0
Operating Software: N/ A
Other Features and/or Software Requirements:
PERC SCSI Card for External RAID

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New York DMV

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 Appendix P

NY Facial Recognition System Business Continuity Plan

L-1 Identity Solutions
Secure Credentialing Division
296 Concord Road - 3'dFloor
Billerica, MA 01821
Tel. (978) 932-2200
FAX (978) 932-2225

L-1 Document No. NY BCP 001
L-1 Sales Order xxxx
NY RFP DMV C000665

Revision Level - 1 Issued
Date - Februarv 18, 2009
NY OMV Conlrnct No. C000665

Functional Area Approval

Approval List

L-1 Programs
L-1 Engineering
L-1 Security

Jim McDermott
MikeMazzu
Senthil Kumar

L-1 Installation
L-1 Training
NYDMV
NYDMV
NYDMV

Eric Hjerpe
Dave Scannell

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New York DMV

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Approval

Date

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GULaw Privacy FR

 TABLE OF CONTENTS
REVISION HISTORY ......................................................................................................................................

118

INTRODUCTION .............................................................................................................................................

119

SCOPE ................................................................................................................................................................

119

GOALS FOR THE BUSINESS CONTINUITY PLAN .................................................................................. 119
SYSTEM
ARCHITECTURE
........................................................................................................................................ 120
DATA STORAGE ...............................................................................................................................................
124

CONTINGENCY PLANNING .........................................................................................................................
Recove,y Time Objective ............................................................................................................................
Recove,y Point Objective ...........................................................................................................................
FAILOVER STRATEGY ......................................................................................................................................
SYSTEM FAIL OVERS ........................................................................................................................................

125
125
125
125
126

Oracle Data Guard ................................................................................................................... ................. 127

BUSINESS CONTINUITY PLAN EXERCISES ............................................................................................
BRP EXERCISE GUIDELINES ............................................................................................................................

FRS Contract #000665

New York DMV

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GULaw Privacy FR

 Revision History
Date

Revision
0

Revision Items
Sample Draft

1

Updated for contract

Aug 12, 2008

Feb 18, 2009

2

3

d:-

-~--

FRS Contract #000665

New York DMV

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GULaw Privacy FR

 Introduction
L-1 is proposing to provide a high performance facial recognition system for NY DMV. For true
disaster recovery wherein all of the equipment hosted at the NY DMV data center is lost, NY
DMV has required that the vendor make the system functional and available within 48 homs
after NY DMV has acquired and set up all the hardware and copied the data files from tape on to
hard disk storage. At the same time, NY DMV has required that a fault-tolerant, highly available
system be provided at the primary data center such that single component failures do not disrupt
system availability or functionality.
In light ofL-1 's vast experience in setting up high availability systems, we are proposing to
provide a system architecture with redundant servers in a highly available, fault-tolerant
configuration. Our team understands the importance of protecting the system and data from
unscheduled downtime. The solution was designed to prevent this type of outage, and to respond
to any catastrophic disaster in a managed fashion to restore services at the backup facility
location. This document describes the components, technology and configuration choices and
rationale that went into the design of the system that provides high availability and fault
tolerance at the primary site. The Business Continuity Plan outlines activities necessary to ensure
the availability of the NY FRS as per the objectives stated in your RFP. The Disaster Recovery
Plan is a separate document that outlines how, in a true disaster where the primary site is
completely lost, services will be restored at the backup site.

Scope
The Business Continuity Plan contains the following sections to ensure the continuity of business
in the event of a system failure.
Goals for the Business Continuity Plan
•
•
•
•

Solution Architecture Overview
Contingency Planning
Business Recovery
Business Continuity Plan Exercises

Goals for the Business Continuity Plan
Following is a list of objectives for the Business Continuity Plan;
•
•
•
•
•
•
•
•
•

Ensure correct recovery procedures and information exist in the BCP
Ensure the integrity of the DL/ID data resource
Ascertain all risks and vulnerabilities are covered in the BCP
Ascertain all necessary controls to mitigate risks are established
Ascertain that the BCP and the procedures are adequate for current and changing
future needs
Establish change control procedures
Provide a training experience for the recovery teams
Coordinate with DMV
Once the BCP is established, exercise the plan periodically.

FRS Contract #000665

New York DMV

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 System Architecture
Our team understands the importance of protecting the system and data from unscheduled
downtime. The solution was designed to prevent this type of outage, and to respond to any
catastrophic disaster in a managed fashion to restore services at the backup facility location. The
DMV will manage the facility and ensure the security of the system and infrastructure such as
power and external connectivity. Our proposed solution was configured with full redundancy for
high-availability and failover to prevent loss of functionality due to the loss of primary solution
components at that facility. This design promotes redundancy and eliminates any single point of
failure. We also intend to maintain a test system at our Billerica MA facility to aid in
troubleshooting and QA of new software versions. We are also proposing the server operating
systems and DMV data will be fully backed up to disk and then to tape and sent offsite for secure
storage.
Our solution is provided using relational database schema design methodology and all system
data is stored within the database structures. All data is stored on RAID 10 storage devices and
can be archived to magnetic media in cases of disaster recovery. Our product is tested and
certified on the Oracle database management system. L-1 will use Oracle Data Guard to maintain
synchronous data between the primary and backup database servers. Based on NY' s RFP, L-1 is
proposing as a system solution the following configuration:

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 I

I

Client
terminals

{ijj)

~~-

~

r

...
,:::;:--t--,:::\

--=i:-·-~
Production

/~
/

Production

Network
Load

Balancing

Web

Server
#1

Production

Production

<~D_a~ta~G~u~ar~d-~

FR

Offsite
Tape

Database

~,-

FR

Backup

ry Database
Database
Server

Server

NY DMV Data Center

As outlined in the above diagram, the system consists of only the one site where all the
equipment is hosted. If a true disaster strikes which makes either the data center or most of the
equipment unavailable, NY DMV will acquire and prepare the necessary hardware, copy the data
from tapes onto the hard disk storage and will then call upon L-1 to install the applications and
make the system available within 48 hours.
New YorkFRS
DMVContract #000665

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 Primary Site Configuration:
Note: All equipment, facilities and infrastructure including uninterruptible power, high
bandwidth network etc. are provided by NY DMV. L-1 is only responsible for configuring,
setting up and administering the applications and systems.
•

All server hardware is configured in a high performance, fault tolerant fashion with
dual/quad processors, mirrored hard drives, redundant network cards rn1dredundant
power supplies with UPS backup. Redundant internal Gigabit Ethernet switches within
the rack provide fast, high throughput communication within the rack components. At
least one automated tape library unit is used at the primary site for backing up data.
• The web servers are in network load balanced mode, exposing only a single virtual IP
address to the outside. Thus, when both nodes are operational, they share the load for
improved throughput. Moreover, should one of the nodes in the pair go down, it is
transparent to the clients as the other web server automatically picks up the load and the
exposed IP address remains the srnne. Microsoft's Internet Information Server 6.0 is
used as the web server.
• Either web server can talk to any one of the two sets of application servers, which run L1's custom application software written using Microsoft .Net. Normally, one web server
is connected to one set of application servers, and the other web server is connected to the
other set of application servers. This optimizes the throughput. Should one set of the
application servers go down, the web server normally connected to the failed application
server switches over to the functional application server automatically (using a timeout to
detect failure). After the failed server is fixed, the web server is switched back to the
repaired server manually.
• Even though we have two database servers at the primary site, only one database server is
active at any time. Each database server runs one or more instances of Omcle I lg
RDMBS Enterprise Edition as needed for the facial recognition system. Each database
server has its own direct-attached RAID storage (storage is not shared between the
servers) where Oracle data is stored. Oracle's Data Guard product is used to synchronize
the data between the active and the standby database servers ( described in detail later).
Oracle Data Guard Broker, a component of the Data Guard, runs on the application
server and monitors the two database servers. Should the active server fail, the Broker
detects the failure md automatically makes the standby database server active within a
few minutes. Oracle's Flashback Recovery is enabled on the database servers to allow
rolling back the database to a previous point in time, should the need arise.

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 Production
Database

Transaction
Shipping
(Real Time Apply)

Standby
Database

No
Delay

Flashback

Flashback
Log

Log

FlashbackprovidesData Guard with an easyMtoMuse
methodto correctuser errors.Flashback
Database can be used on both tile primary and standbydatabase to quickly revert the
databases to an earlier point in time to back out user errors.If the administratordecides to
failover to a standby database, but those userMerrors
were already applied to the standby
database (forexample, because Real TimeApplywas enabled),the administratorcan simply
flashback the standby database to a safe point in time.

Image Database System Flashback Technology

•

•

Both sets of application servers connect to the active database server. Should that
database server fail, the application automatically connects to the standby database server
(based on a timeout) as soon as it becomes available. After the failed database server is
fixed and synchronized with the active database server, the Database Administrator
switches the server roles manually. The application servers automatically switch over to
the active server again.
The active database server is backed up to NY DMV's enterprise tape library using
Oracle's RMAN backup feature and SymantecNeritas/Oracle backup software. It is
recommended that NY DMV do a full backup of the database once a week and
incremental backups once daily. Four sets of tapes are used in rotation every Monday (or
any other day) to make backups. The tape set taken out every Monday is sent to a secure,
offsite location for safekeeping and the oldest backup set at the offsite location is returned
to the primary site for loading the following week.

Separately, a server and network monitoring tool called the Advance,/ Host Monitor is installed
on the web servers. This tool monitors all the servers, applications and databases (at both the
primary and remote sites) to ensure that they are functioning properly. Should a failure be
detected, Host Monitor immediately sends an email alert to a distribution list containing at least
two tech support personnel. This way at least one of the technical support persons can look into
the problems, take corrective action and restore the system to its normal state. With two
Advanced Host Monitor installations, they can monitor each other and thus prevent the rare, but
real possibility that the monitoring from one server has failed for one reason or another.
Given the above description, it is clear how the entire system comprised of web, application and
database components continues to function even when multiple components fail simultaneously
as long as at least one each of web, application, database servers are functioning properly. In
addition, the installation of Advanced Host Monitor makes it possible to detect problems quickly
and resolve them, before problems worsen.
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 Data Storage
A scalable, high-availability, load-balanced and exceptionally fault-resilient Primary Image
Database System and Backup Image Database System will be configured to accommodate a
minimum of 32-million images over the term of the contract, which includes migrated legacy
images and all images enrolled during the contract. To provide redundant storage of these images
two identical storage frames are proposed.

The primary objectives of the data storage solution design is to provide data integrity, data
security, high availability with real-time synchronization and transparent fail over capability
along with the highest level of operations recovery, security and performance. At present we
propose using RAID 10 and a mix of drives for disk storage. Usable disk storage capacities are
estimated based on record size and volume data provided by NY DMV. This disk storage will
accommodate the migration requirements of the existing data to the new system as well as the
ongoing growth outlined in the RFP. The storage volume is also provided to support the archive
logs and disk backup files required for Oracle RDBMS requirements which protect against data
loss in the event of a database media corruption.

The Backup Image Database will be updated in real-time with the Primary Image Database using
Oracle Data Guard (Described in detail below) in Maximum Availability mode to accomplish the
highest level of data protection. This mode will ensure a comprehensive zero-data loss recovery
solution and allow for a quick fail over configuration for a comprehensive business continuity
solution. This will be accomplished by applying the database updates to the Backup Image
Database in real-time.

RedoLogs

Primary
ImageDatabase

Backup
ImageDatabase

Real-Time Apply of Redo Logs
A low-latency network, broad network bandwidth, an equally-configured Backup Image
Database Server will support the performance demands required without impacting the
performance of the Production Image Database System.

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 Disk Storage
• RAID- IO for Online Database Data
Tape Storage
• NY DMV will utilize their exiting tape backup system
Software

Oracle Relational Database System (RDBMS) Enterprise Edition version I lg
• Oracle Data Guard
• Optional Oracle Enterprise Manager Grid Control
• Diagnostic, Performance
Tuning, Change Management, Configuration
Management and Provisioning Packs
• Database Partitioning
This system architecture is configured for high-availability, redundancy and scalability (both
vertical and horizontal) to meet or exceed the performance demands, Recovery Time Objective
and Recovery Point Objective.

Contingency Planning
Recovery Time Objective
Recovery Time Objective (RTO) is defined as the maximum amount oftime for which service
can be down after a failure is declared.

Recovery Point Objective
The Recovery Point Objective (RPO) is defined as the maximum length of time for which data
could be lost if a failure occurs.

Failover Strategy
Oracle Enterprise Edition Database ! lg, Oracle Data Guard and Oracle Flashback Technology
are critical components for providing the maximum available architecture. These databasespecific products provide an extensive set of data protection and disaster recovery capabilities to
sustain business in the event of a disaster (i.e. logical ru1dphysical data corruption, natural
disaster and planned or unplanned outages) which can affect database availability.
Media-related Disaster Recovery scenarios are rectified utilizing the Oracle Data Guard Failover
Strategy. On a daily basis, an incremental backup of the database and all archive logs are written
to disk for online availability and tape for daily offsite storage.
A low-latency network will support the performance demands required for synchronizing
Backup Image Database System with the Primary Image Database System without impacting the
performance of the Primary Image Database System.
The Image Database System's RTO will be met by the Primary Image Database System failover
capability using the Oracle Data Guard application. The database redundant solutions and
recovery times attainable with Oracle Data Guard product features and the proposed network
bandwidth between the Primary Image Database site and the Backup Image Database site will

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 facilitate the requirement to meet or exceed the DMV Recovery Time Objective for both planned
and unplanned outages.

Table1: SystemRecovery
Times
Outage Type

Solution

Recovery Time*

Hardware/Network/Database Failure

Failover

Less than 5-minutes**

Site Failure

Failover

48 hours after hardware and data are ready.

*RecoveryTime appliesto databaseand existing databaseconnectionfailover.
**The Data Guard Broker, an application process, will reside remote from the Primary and Standby Database. Data
Guard Broker will provide for cenh·alized management of the failover operations, configurations, monitor the data

applyrates,runtimeperformance,diagnosticinformation,detecting problemsandprovide event notification. More
importantly, the Data Guard Broker will estimate the amount of time required to failover to the Standby Database.

System Fail Overs
DMV has required a high availability system without a specific RTO/RPO definition. However,
DMV has specified a 48 hour disaster recovery window. In the absence of very specific
requirements for high availability, L-1 has taken it up itself to configure a system comprising two
complete sets of equipment which are practically mirror images of each other. These two
systems, resident in the same physical location next to each other, provide limited disaster
recovery, but are set up in such a way as to provide I 00% availability of services should one or
more of the components of one system or the other fail, as long as the counterpati of the failed
components in the other system is fully functional.

Load balancing between the web and application servers, real-time data synchronization between
the database servers, automatic failover to the standby should the primary database go down and
setting up the web, application and database components to work with each other in any
combination (i.e., a web server in one set can work with the application server in either set, the
application server can work with the database server in either set, etc.) make this high
availability possible. In the event of a failover the Backup Image Database System will
accommodate I 00% of the database update capability immediately upon failover. The Backup
Image Database system will be updated and synchronized in real-time from the Primary Image
Database. Therefore, the Backup Image Database data will be readily available to provide DMV
update capability within a 5 minute Recovery Time Objective.

Since the two systems reside next to each other, failover capability is limited to failure of select
equipment only. Should a major disaster strike, whereby the entire site and multiple components
of the two sets of equipment are lost, then L-1 will provide disaster recovery within 48 hours of
DMV providing the hardware and data as required. This disaster recovery plan is discussed in the
following section.

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 Oracle Data Guard
Oracle's Data Guard, a component of the Oracle I lg Enterprise Edition, is a sophisticated
product specifically designed to enable smooth fail over in the event of component failures and
address other key aspects of high availability and disaster recovery.
After careful analysis of the needs of this project and costs associated with various solutions, the
following RPO and RTO have been chosen as appropriate for the project. We can refine these
objectives during project planning with the DMV
•
•

•

•

Zero data loss RPO for database failure within the same site - this means that if the active
database server fails, at most no data could be lost.
One day data loss RPO for disaster - this means that if a true disaster strikes the data
center and the database servers are completely lost, at most one day worth of data could
be lost.
I hour RTO for database failure within the same site - this means that if the active
database server fails, the other server should be brought online and the entire system from
the end client perspective should be up and running in I hour or less.
48 hour RTO for disaster - this means that if a major disaster strikes causing the data
center and the database servers to be completely lost, the system must be made available
within 48 hours after the hardware and data are readied by the DMV.

In order to understand how Data Guard in combination with redundm1t system components
makes achieving these objectives possible, it is necessary to understand the different modes in
which Data Guard can be configured to function.
•

•

•

Maximum Performance: In this mode, data is committed to the active database server
only, before the client resumes processing. A background process on the active server
moves the data to the standby server and commits it in the standby database. This commit
to the standby database generally happens in just a few seconds or less as long as the
network com1ectivity between the servers is good and the servers me not operating at
their peak capacity. Should there be m1interruption in the network communication
between the two servers or if the standby server is down/busy, the data will be held in the
active server until the problem is resolved. Upon resumption of communications and the
availability of the standby server, the data is then sent and committed. Should the active
server fail completely (all hard drives destroyed permanently) while the data has not been
transmitted to the standby server, the data could be lost forever, unless other
m-ra11gementsare made to safeguard against data loss.
Maximum Protection: In this mode, data is committed to both the active and at least one
standby database servers in one granular transaction before the client resumes processing.
If the standby server is busy or unable to be contacted, even if the active server is
functional, all transaction processing stops and the clients hang. Obviously, this mode
guarantees that data is committed to at least two servers, thus providing utmost protection
to the data. But, clearly, this comes at a major inconvenience to the clients, as even minor
planned or unplanned network or server outages will cause system unavailability.
Maximum Availability: This mode is a compromise between the maximum performance
and maximum availability modes. As long as both servers are available and can
communicate with each other, Data Guard operates in Maximum Protection mode
whereby data is committed to both servers before client resumes processing. Should the

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 standby server become busy/unavailable or network outages prevent it from being
contacted, the active server reve1is to Maximum Performance mode whereby data is only
committed to the active server until the standby server is restored to full function and
communication.
Since system availability is extremely important in this project, and because the servers share the
same rack and network switch thus enabling reliable high speed communication between them,
Data Guard will be set up in Maximum Availability mode. This gives the best balance of system
availability and data loss prevention. In the remote event the standby server fails first and the
active server fails afterward (before data could be synchronized), some data will be lost.
However, the lost data can easily be recovered from the data source (NY DMV Driver License
System) or the failed primary server hard disks which are engineered to protect data against
failure of one disk.
Thus, zero data loss RPO is almost achievable, although it might take some time in the remote
event data has to be recovered from the NY DMV Driver License System.
Even though automatic failover to the standby server at the primary site ensures continued
system availability at the primary location within a few minutes, we need the 1 hour RTO to
allow the database administrators to troubleshoot problems, if any. In that case, we will need to
manually activate the standby server into production, redirect clients to connect to the standby,
etc. This should normally take only a few minutes or less in automatic mode. But, the 1 hour
RTO provides a comfort zone, in case unexpected problems arise.

Business Continuity Plan Exercises
As part of the operational acceptance of the new NY DMV system, the Business Continuity Plan
will include the proving of the BCP, Recovery Time Objective and Recovery Point Objective
including demonstrated failover to the disaster recovery sites.

BRP Exercise Guidelines
Following is a list of BRP Exercise Guidelines that will be followed in planning and executing
the exercises.
•
•
•
•
•
•
•

DMV will be a participant during all exercises
For each scheduled exercise, DMV will define exercise objectives; and define predetermined
measurement criteria.
Document and distribute a test schedule. Time frames indicate the duration of each schedule
exercise.
Select participants based on increased awareness and training benefits.
Generate and adhere to an exercise script. Evaluate exercise results using the original
exercise script as a guideline.
A record of the exercise proceedings is kept. An unbiased observer is recommended for this
position to maintain separation of duties. Record events, times, actions, and results.
Conduct a post-evaluation meeting. The evaluation will answer the following questions:
o Were the objectives of the exercise achieved?
o Was the test accomplished in the prescribed time frame?
o Did exercise pmticipants perform as instructed?

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 o

•

•

Was the overall recovery approach, as set forth in the recovery plan, appropriate
and effective?
Define recovery plan updating instructions and responsibilities. Does the plan need to be
updated after the exercise? Who has responsibility for updating the plans and what is the time
frame?
Create and distribute an exercise report to interested parties, including DMV Management.

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 Appendix Q

NY Facial Recognition System Disaster Recovery Plan

L-1 Identity Solutions
Secure Credentialing Division
296 Concord Road - 3rd Floor
Billerica, MA 01821
Tel. (978) 932-2200
FAX (978) 932-2225

L-1 Document No. NY DR 001
L-1 Sales Order xxxx
NY RFP OMV C000665

Revision Level - l
Issued
Date - February 19, 2009
NY DMV Contract No. C000665

Functional Area Approval

Approval List

L-1 Programs
L-1 Engineering
L-1 Security

Jim McDermott
MikeMazzu
Senthil Kumar

L-1 Installation
L-1 Training
NYDMV
NYDMV
NYDMV

Eric Hjerpe
Dave Scannell

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 TABLE OF CONTENTS
REVISION HISTORY ...................................................................................................................................... 132
INTRODUCTION ............................................................................................................................................. 133
SCOPE ................................................................................................................................................................ 133
GOALS FOR THE DISASTER RECOVERY PLAN (DRP) ........................................................................133
DISASTER RECOVERY ......................................................................................................................................

134

IMAGE DATABASE BACKUP STRATEGY ................................................................................................134
DISASTER RECOVERY PLAN EXERCISES ..............................................................................................137
DRP EXERCISE GUIDELINES ............................................................................................................................

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 Revision History
Date

Revision
0

Revision Items
Sample Draft

Aug 12, 2008

Feb 19, 2009

1

Updated for contract

2

3

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 Introduction
L-1 is proposing to provide a high performance facial recognition system for NY DMV. For true
disaster recovery wherein all of the equipment hosted at the NY DMV data center is lost, NY
DMV has required that the vendor make the system functional and available within 48 hours
after NY DMV has acquired and set up all the hardware and copied the data files from tape on to
hard disk storage. L-1, with its vast experience in putting together high availability and disaster
recovery solutions, has put together a system architecture and processes that respond to any
catastrophic disaster in a managed fashion to restore services at the backup facility location. This
document describes the components, technology and configuration choices and rationale that
went into the design of the system. The Disaster Recovery Plan outlines activities necessary to
ensure the availability of the NY FRS as per the objectives stated in your RFP.

Scope
The Disaster Recovery Plan contains the following sections to ensure the continuity of business
in the event of a disaster
•
•
•
•
•

Goals for the Disaster Recovery Plan
Solution Architecture Overview
Contingency Planning
Disaster Recovery
Disaster Recovery Plan Exercises

Goals for the Disaster Recovery Plan (DRP)
Following is a list of objectives for the Disaster Recovery Plan;
•
•
•
•
•
•
•
•
•
•

Ensure correct recovery procedures and information exist in the DRP
Ensure the integrity of the DL/ID data resource
Ascertain all risks and vulnerabilities are covered in the D RP
Ascertain all necessai·y controls to mitigate risks are established
Ascertain that the DRP and the procedures are adequate for current and changing
future needs
Establish change control procedures
Provide a training experience for the recovery teams
Coordinate with DMV
Once the DRP is established, exercise the plan periodically.
Ensure a 48 hour system recovery as soon as the DMV hosted hmdware and
infrastructure is operational.

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 Disaster Recovery
In the event of a major disaster whereby both sets of servers at the primary data center are lost,
NY DMV is requiring that L-1 make the system fully operational within 48 hours after NY DMV
has readied the hm·dware and copied data from tapes on to the hard disks. L-1 requests that NY
DMV notify L-1 as soon as a disaster occurs, even while the hardware and data are getting
readied. As soon as L-1 is alerted, L-1 will take the following steps for full system recovery.
1. Assemble all the key technical resources in a war room, analyze and understand the scope
of the disaster, what can be salvaged (if any) and the optimal path for full system
recovery.
2. Retrieve and review all the current documentation and software necessary for system
configuration and setup from source code control system, make multiple copies of the
media and test to ensure readability.
3. Assist NY DMV in acquiring the hardware and copying data from the tapes on to the
hard disk.
4. Arrive at NY DMV's disaster recovery site in a timely manner and prepare for system
restore.
5. As soon as the hm·dware and data are readied by DMV, the L-1 team will simultaneously
get to work on the web, application and database servers in parallel.
6. The database is brought up and checked. The application servers are configured and
checked. Application servers are then loaded with data from the database. The web
servers are set up and checked. L-1 engineers will work around the clock with DMV
infrastructure personnel in resolving network and other problems as necessary.
7. After all the servers are set up and tested individually, a system integration test is
conducted whereby all aspects of the system m·e tested. Any problems noticed are
immediately addressed.
8. After integration is completed, DMV will be notified that the system is ready and
operational.

Image Database Backup Strategy
The Image Database System backup will be the source for recovery of the Image Database
System. The Image Database System Backup strategy consists of both disk and tape storage.
DMV has assumed responsibility for making tape backups using its Enterprise Tape Backup
equipment and processes. L-1 's tape backup strategy recommendations are given below. Upon
contract award, L-1 will work with the DMV to configure, fine-tune and the tape backup
strategy, policies and procedures to ensure that restores from tape are accomplished reliably,
quickly and securely
A Full (Level-0) encrypted, compressed and password protected Oracle Recovery Manager
(RMAN) backup of the Image Database System will be written to disk and tape on a weekly
basis.
Incremental (Level-I Differential and Level-I Cumulative) encrypted and password protected
Oracle RMAN backups baselined from the Weekly Level-0 backup of the Primary Image
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 Database System are written to disk and tape via RMAN on a daily basis (e.g. Sunday tlu·ough
Friday).

For added data integrity and assurance, the Image Database System backup writes will be
scanned for logical and physical corruption.

Block ChangeTracking
Level a

level 1- Dlfferential
level 1- Differential
Level 1- Differential

IncrementalCumulative

level 1- Differontlal

+-----------,

Level 1- Differendal

+----,

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Incremental and Full Level OBackup Strategy

The disk-resident backups are retained local to the Image Database System disk storage for
online availability throughout the backup rotation.

The Image Database System Full Level-0 and Incremental Cumulative and Differential backups
are also written to tape media, which contains the 256-bit key encrypted and password protected
database backup. The tape backup will be transferred, daily, to a DMV-approved offsite secured
vault for a proposed 30-day retention and onsite rotation.

We recommend that the Database Archive Logs generated from the Primary Image Database
System updates are written to:

I) Disk and retained for 3 0-days

2) Tape concurrently and applied to the Backup Image Database System in real time to ensure
I 00% redundancy, accuracy and recoverability of the database to minimize any Recovery Point
lag.

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 The RMAN Backup Status logs are reviewed daily. In the event the backups are not successful,
the DMV is notified, risks are assessed and the appropriate actions will be agreed upon and
taken. For example, the DMV may agree to allow a special backup to be accomplished out-ofschedule to ensure recoverability.
The DMV should ensure that the server operating systems and database are backed up to disk
and tape as per the schedule below. The tape media should be sent offsite for secure storage.
Our tape solution includes a weekly and daily data archival plan of the Backup. NY DMV will
be responsible to provide the tapes and conduct these backups. L-1 is proposing NY DMV
implement the following backup schedule
•
•

Weeldy Backup Schedule: A Full (Level-0) enc1ypted, compressed and password protected
archival of the FR Image Database System will be written to disk and tape on a weekly basis.
Daily Incremental Backnps: Incremental (Level-I Differential and Level-I Cumulative)
encrypted and password protected backups baselined from the Weekly Level-0 archival of the
Prima1y Image Database System are written to disk and tape on a daily basis (e.g. Sunday through
Friday).

The figure below shows the proposed archival plan.

LevelO
(Full)
Level 1
Incremental

ArchiveLog
Backup

Weekly

WKLY

15-Days

Dally

WKDY

15-Days

Wl<DY

15-Days

Continuous

Weekly
• FullDatabaseBackupswill be writtento diskandtapemedia.

· •, · ·

: Thebackuptapewill be sentof/siteto an escrowaccounl/vauon
lt a dailybasis.

IncrementaDatabase
l
Backups,rotatingdifferential
andcumulative,
Dally will be writtento disk,backupto tapeandsentof/siteto an
escrowaccount/vauon
lt a dailybasis.
TheDatabase
ArchiveLogs,whicharea criticalcomponent
for acco111plishing
Continuous Point-In-TimRecovery,
e
arewrittento diskandthenwrittento tapeon a
continuousbasisthroughouttheday. Thetapearesentof/siteto an escrow
accounl/vauat
lt theendof eachbusinessday.

Database
ArchivaPlan
l

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 A Full Level-0 Database backup of the Oracle RMAN Catalog Database located is written to
both disk and tape on a daily basis. We recommend that the DMV sends these tape backups to a
DMV-approval secure vault for offsite storage on a daily basis.

Disaster Recovery Plan Exercises
As part of the operational acceptance of the new NY DMV system, the Disaster Recovery Plan
will include the proving of the DRP, Recovery Time Objective and Recovery Point Objective
including demonstrated failover to the disaster recovery sites. These exercises will then be
repeated periodically thereafter as desired by the DMV.

DRP Exercise Guidelines
Following is a list ofDRP Exercise Guidelines that will be followed in planning and executing
the exercises.
•
•
•
•
•
•
•

•

•

DMV will be a participant during all exercises
For each scheduled exercise, DMV will define exercise objectives; and define predetermined
measurement criteria.
Document and distribute a test schedule. Time frames indicate the duration of each schedule
exercise.
Select participants based on increased awareness and training benefits.
Generate and adhere to an exercise script. Evaluate exercise results using the original
exercise script as a guideline.
A record of the exercise proceedings is kept. An unbiased observer is recommended for this
position to maintain separation of duties. Record events, times, actions, and results.
Conduct a post-evaluation meeting. The evaluation will answer the following questions:
o Were the objectives of the exercise achieved?
o Was the test accomplished in the prescribed time frame?
o Did exercise participants perform as instructed?
o Was the overall recovery approach, as set forth in the recovery plan, appropriate
and effective?
Define recovery plan updating instructions and responsibilities. Does the plan need to be
updated after the exercise? Who has responsibility for updating the plans and what is the time
frame?
Create and distribute an exercise report to interested parties, including DMV Management.

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 C000820
23000
CONTRACT
BETWEENTHE
NEW YORK STATE DEPARTMENT OF MOTOR VEHICLES
AND
MORPHOTRUST USA, INC.

This Contract, made this
day of
, 2014, between the New York State Department
of Motor Vehicles, 6 Empire State Plaza, Procurement Services, Room 528B, Albany, New York 12228
(hereinafter referred to as the "Department" or "DMV"), and MorphoTrust USA, Inc., 296 Concord
Road, Suite 300, Billerica, MA 01821 (hereinafter referred to as "MorphoTrust" or the "Contractor").
OMV and Contractor shall collectively be referred to herein as the "Parties".
The purpose of this Contract is to provide continued software maintenance and support for OMV' s
Facial Recognition System (FRS). The FRS was acquired from Contractor by DMV, pursuant to State
Contract No. C000665, for the purpose of installing and maintaining a facial recognition system to
protect the citizens of New York State from identity theft.
PARAGRAPH HEADINGS: Paragraph headings contained in this Contract are for convenience only
and shall not be considered for any purpose in governing, limiting, modifying, construing or affecting
the provisions of this Contract and shall not otherwise be given any legal effect.

The Parties agree as follows:
SECTION I - GENERAL INFORMATION:

1.1
Term:
The term of this Contract is three years, commencing on March 4, 2015, and expiring on March 3, 2018.
OMV reserves the option to extend the term of this Contract by amendment hereof for one ( 1)
additional, one (1) year term, upon the same terms and conditions, excepting pricing as further described
below, and subject to the approval and execution of such amendment by the Office of the New York
State Attorney General (AG) and the Office of the State Comptroller (OSC).
This Contract shall not be binding upon the State, or deemed to be fully-executed, until it is executed by

osc.

1.2
Amendment:
The Contract may only be amended in writing by the Parties to the Contract, and subject to approval by
the Offices of the New York State Attorney General and State Comptroller.
1.3
Compensation:
DMV will make annual periodic payments to the Contractor for goods and services provided hereunder,
in the amount of Two Hundred Twenty Thousand and 00/100 Dollars ($220,000.00), with payments due
on March 4 th of the applicable year, and upon Contractor's submission of annual billing invoices. Total
costs incurred by DMV under the terms of this Contract shall not exceed Six Hundred Sixty Thousand
and 00/100 Dollars ($660,000.00), excluding the exercise of the optional twelve-month extension
hereof.

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 C000820
23000
In the event that DMV exercises the option to extend the term of this Contract for one (1) additional one
(1)-year term, as provided above, the annual cost for goods and services provided thereunder shall be
Two Hundred Twenty-Five Thousand and 00/100 ($225,000.00), and such payment shall be due on
March 41\ 2018, and upon Contractor's submission of a billing invoice for payment.
Contractor must provide complete and accurate billing invoices, in order to receive payment. Billing
invoices must contain all information and supporting documentation required under the terms of this
Contract, or as may be required by the State.
A) Submission of Billing Invoices:

New York State has implemented an enterprise shared service center, known as the "Business Service
Center" (BSC), which is responsible for processing payments on behalf of the DMV. In order to receive
payments, Contractor must submit its invoice to the BSC, as follows:
The State's preferred method for the submission of invoices is by e-mail, sent to the BSC at:
AccountsPayable@ogs.ny.gov.
• PLEASE NOTE: Do not send a paper copy in addition to the electronic invoice.

As an alternate method for submitting invoices, Contractor may mail hard copy invoices to the BSC at
the following address:
Department of Motor Vehicles
Unit ID: 3700321
c/o NYS OGS Business Service Center
POBox2117
Albany, NY 12220-0117
All invoices must include the following information:

Your organization's SFS Vendor Number: 1000053998
Your Invoice or Account Number
Indicate the Department of Motor Vehicles as the "Customer Agency"
DMV's Unit ID No. 3700321
The following NYS Purchase Order (PO) Number and/or Contract Number associated with the
invoice: Contract #C000820
6. The following Description of Deliverables:
Facial Recognition System Maintenance
Services

1.
2.
3.
4.
5.

B) Payment of monthly invoices will be made in accordance with the provisions of Article XI-A
of the New York State Finance Law, and further conditioned as follows:
A) Payments will be made upon the receipt of conforming performance of Contractor's
obligations described in this Contract. Where DMV' s satisfaction, approval, or acceptance of
deliverables is required, making payments shall be further conditioned upon DMV's
acknowledgement of the same, and written acknowledgement is required when specified.

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C) Electronic Payment of Contractor's Billing Invoices:
The State will pay Contractor by electronic fund transfer. Payment by paper check will only
be made, in the Commissioner's sole discretion, due to extenuating circumstances.
The Contractor must comply with the OSC's procedures for authorization of electronic
payments.
Contractor may obtain electronic payment authorization forms
at OSC's website, at: www.osc.state.n y.us/epay/index.htm
or by email request made to epunit@osc.state .ny.us
or by telephone, at 518-474-4032.
Contractor acknowledges that it will not receive payment for any invoices submitted under
this Contract if it fails to strictly comply with the OSC's electronic payment procedures,
except where the Commissioner has expressly authorized payment by paper check as set
forth above.

1.4
Late Payment:
The payment of interest on certain payments due and owed by DMV may only be made in accordance
with Article 11-A of the State Finance Law (SFL § 179-d, et seq.), and Title 2 of the New York Code of
Rules and Regulations, Part 18 (Implementation of Prompt Payment Legislation -2 NYCRR §18.1, et
seq.). Notwithstanding the foregoing, no late payment shall accrue for services rendered prior to the full
execution hereof.
1.5
Conflict of Terms:
This Contract incorporates the terms of the following documents. Any conflicts between the terms
contained in the main body of this Contract and the terms of such other documents shall be resolved in
the following order of precedence, with Appendix-A being highest in order of priority:
A) Appendix-A, "Standard Clauses for NYS Contracts";
B) This Contract, including Appendices B, B-1, C, D, E, and F;

C) State Contract No. C000665, previously entered into by the partie s;
D) Contractor's Price Quote , dated July 25, 2014 .

1.6
Appendix-A:
The Contractor shall comply with and be bound by the provisions of Appendix-A, "Standard Clauses for
New York State Contracts".
1.7
Notices:
All notices permitted or required hereunder shall be in writing and shall be transmitted either:
•
•
•
•
•

via certified or registered United States mail, return receipt requested;
by facsimile transmission;
by personal delivery;
by expedited delivery service; or
by e-mail.

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Such notices shall be addressed as follows, or to such different addresses as the parties may from timeto-time designate:

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•
•

by expedited delivery service; or
by e-mail.

Such notices shall be addressed as follows, or to such different addresses as the parties may from timeto-time designate:
TO: New York State Department of Motor Vehicles
Name : Micheleen Gregware
Title: Contract Management Specialist 1
Address: 6 Empire State Plaza, Rm. 528B, Albany, NY 12228
Telephone Number: (518) 474-5289
Facsimile Number: (518) 486-4541
E-Mail Address: Micheleen.Gregware@dmv.ny.gov
TO: MorphoTrust USA, Inc.
Name: Scott Boylan
Title: General Counsel
Address: 1255 23 rd Street NW, Suite 225, Washington, DC 20037
Telephone Number: (202) 688-4800
Facsimile Number: (202) 688-4801
E-Mail Address: LegalNotices@MorphoTrust.com
Notice shall be deemed to have been given upon receipt.
Each party must designate a specific employee to receive notices under this Contract. The parties may
also designate specific staff members who are responsible for responding to issues involving contract
implementation and administration, billing, and resolving problems and disputes.
SECTION 2 - CONTRACTOR RESPONSIBILITIES:
2.1
MorphoTrust shall provide the Department with continued software maintenance and support as
described in State Contract No. C000665 previously entered into by the parties, which is incorporated
herein by reference.
2.2

Service Level: MorphoTrust shall provide the Department with the following service level:

•

•
•

•

New York DMV

Phone Support - Direct Software Services personnel phone support shall be provided to
DMV. Services shall be provided 8am to 5pm Eastern Standard Time, Monday through
Friday, excluding federal holidays.
Remote Dial-In - Software Services support shall be provided through DMV provided VPN
as a second step to phone support.
On-Site - Software Services support shall be provided for remedial maintenance of software
provided phone support and dial-in fail to resolve the issue. Travel shall commence within
48 hours of initial call for support.
Preventive Maintenance - MorphoTrust shall provide a periodic maintenance plan for the
required software systems. Hands-on Preventive Maintenance shall be provided by DMV
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Upgrades - MorphoTrust shall provide in version upgrades to any and all supported software.
Upgrade shall be via downloaded software patch or installed by MorphoTrust USA Services
personnel for larger upgrades.

SECTION 3 - ADDITIONAL TERMS:
3.1 Telephone Accessibility:
In the event that the Department calls the Contractor to report a problem, the Contractor must provide a
responsible individual who is authorized by the Contractor to return the call and take any action required
to respond to the problem. Contractor must respond to the Department's call during the DMV office's
regular business hours, and no later than the close of business on the first business day following DMV's
call. Throughout the term of the Contract, such individual must be available to receive calls and/or
respond to messages left on voicemail from 8:30 AM until 4:30 PM, Monday through Friday, exclusive
of state holidays.

3.2

Cure & Cover:
In the event that that the Contractor's performance fails to conform to the terms of the Contract, the
Department will provide Contractor with reasonable notice of such non-conformance, and will permit
Contractor to cure such defective performance within the time prescribed in the Contract, or within any
extension of such time which is expressly granted by DMV in its sole discretion. If Contractor fails to
timely cure its defective performance, then the Department shall have the option to terminate the
contract for Contractor's breach; and DMV reserves the right to thereafter obtain substitute performance
(cover) from another vendor. In such event, Contractor shall reimburse the Department for any
additional costs incurred to obtain substitute performance from another provider.
The Department reserves the right to collect such costs by adjusting invoices, and by any other means
available by law.

3.3 Employees of Contractor:
The Contractor must certify that its employees performing services under the Contract are employable in
accordance with all applicable New York State and federal laws. In the event that Contractor fails to so
comply at any time during the term of the Contract, the Department reserves the right to immediately
terminate the Contract without incurring any liability for breach thereof.
Contractor agrees, during the term of the Contract to maintain at Contractor's expense, all necessary
insurance for its employees, including but not limited to, worker's compensation, disability and
unemployment insurance and to provide the State with certification of such insurance upon request. The
Contractor will be responsible for all applicable Federal, State and local taxes and all FICA
contributions.
It is understood and agreed that the legal status of the employees is that of an employee of Contractor
and in no manner will they be deemed employees of the State of New York and, therefore, are not
entitled to any of the benefits associated with such employment.

3.4 Independent Contractor:
It is understood and agreed that the legal status of the Contractor, its agents, officers and employees
under the Contract shall be that of an independent Contractor, and in no manner shall they be deemed
employees of the DMV or State of New York, and therefore are not entitled to any of the benefits

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associated with such employment. The Contractor agrees, during the term of the Contract, to maintain at
Contractor's expense those benefits to which its employees would otherwise be entitled by law,
including health benefits, and all necessary insurance for its employees, including worker's
compensation, disability and unemployment insurance, and to provide the DMV or OSC with
certification of such insurance upon request. The Contractor remains responsible for all applicable
federal, state and local taxes, and all FICA contributions.

3.5 Subcontracting:
Contractor shall not use subcontractors in the performance of its obligations under the Contract, without
prior written approval by DMV.
A subcontractor is any individual or legal entity who had entered into a contract, express or implied, for
the performance of a portion of a Contract with a Contractor. The Contractor's use of subcontractors
shall not diminish Contractor's primary responsibility for performing its obligations in accordance with
the terms of the Contract. The Contractor shall be primarily responsible for the performance of its
subcontractors, including controlling, coordinating, and assuming liability for the work of its
subcontractors.
All subcontractors employed by the Contractor in the performance of its obligations hereunder must also
comply with the applicable provisions of federal and New York State laws, rules and regulations, and
must meet the same criteria as if they were the primary Contractor. The Contractor shall provide DMV
with copies of contracts with its subcontractors employed for the purpose of this Contract. The
Contractor shall notify DMV if it intends to use any subcontractor. DMV reserves the right to disqualify
subcontractors who are unfit to perform state contracts. Contractor is responsible for informing
subcontractors of all terms, conditions and requirements of the Contract.

3.6

Contractor Indemnification and Liability:

Contractor's obligation of indemnification and holding harmless specified hereunder shall survive the
expiration of the Contract by termination or otherwise. Contractor shall remain primarily liable for the
actions of its employees, officers, agents and subcontractors in the performance of the services
hereunder.
A. Personal Injury. Property Damage. Wrongful Death. Violation of Intellectual Property Rights:
Contractor shall indemnify, keep and hold harmless the State of New York, its agents, officials and
employees, from any and all claims for injury or damage to person or property, deaths, losses, damages,
suits arising out of the service to be performed under the Contract, including negligence, active or
passive, or wrongful or improper conduct of the Contractor, its officers, employees, agents, or subcontractors, including infringement of any third-party's patents or copyrights. Contractor shall remain
liable, without monetary limitation, for direct, actual damages for personal injury, death or damage to
real property or tangible personal property, and intellectual property attributable to the negligence or
other tort of Contractor, its officers, employees or agents. The Contractor will also indemnify and hold
the DMV harmless from and against any and all damages, expenses (including reasonable attorneys'
fees), claims, judgments, liabilities and costs that may be finally assessed against the DMV in any action
for infringement of a United States Letter Patent, or of any copyright, trademark, trade secret or other
third party proprietary right except to the extent such claims arise from the DMV' s gross negligence or
willful misconduct, provided that the State shall give Contractor: (i) prompt written notice of any action,
claim or threat of infringement suit, or other suit, (ii) the opportunity to take over, settle or defend such
action, claim or suit at Contractor's sole expense, and (iii) assistance in the defense of any such action at
the expense of Contractor.

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If usage shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor

shall have the right, at its own expense and sole discretion to take action in the following order of
precedence: (i) to procure for the DMV the right to continue Usage (ii) to modify the service or Product
so that Usage becomes non-infringing, and is of at least equal quality and performance; or (iii) to replace
said service or Product or part(s) thereof, as applicable, with non-infringing service or Product of at least
equal quality and performance. If the above remedies are not available, the parties shall terminate the
Contract, in whole or in part as necessary and applicable, provided the DMV is given a refund for any
amounts paid for the period during which Usage was not feasible.
The acceptance or approval by the Department of any order or procedure, method, structure or
equipment submitted or employed by Contractor shall not in any manner relieve Contractor of any
liability pertaining Contractor's negligence in performing such order or procedure, method, structure or
providing equipment; provided, however, that if Contractor acts in strict accordance with a specific
requirement, specification, instruction, order, mandate (or the like) from the Department, with respect
thereto Contractor shall not have an indemnification obligation hereunder.
B. Driver's Privacy Protection Act & New York State Information Security Breach and Notification
Act: By signing the Contract, the Contractor acknowledges that all DMV records containing personal
information, as well as OMV-related processing information, is confidential and is the property of the
Department and the State of New York, and should such information be used improperly, or become
compromised the Contractor may be held liable for violating the federal Driver's Privacy Protection
Act of 1994 (DPPA) (18 U.S.C. §2721, et seq.), and the New York State Information Security Breach
and Notification Act (ISBNA) (General Business Law, §899-aa; State Technology Law, §208), and
may be required to indemnify DMV for any such violation.
Contractor must report suspected or confirmed violations of the DPPA or ISBNA to the DMV
Information Security Office, within one (1) business day of discovering any such violation:
a. by email: InformationSecurity@dmv.ny.gov
b. or by telephone: (518) 402-2676
(1) DPPA. A person who knowingly violates the DPPA shall be subject to criminal fines and liability
for civil remedies. Contractor shall indemnify and hold harmless New York State, its employees
and agents, from and against any claims, demands, loss, damage or expense related solely to a
knowing violation of the DPPA committed by Contractor, its employees, officers, agents or subcontractors. Contractor shall indemnify the Department and the State of New York even if
Contractor did not have knowledge of such violation of the DPPA by its officers, employees,
agents, or sub-contractors at the time such violation occurred.
(2) ISBNA. Contractor shall be responsible for complying with the provisions of the ISBNA with
respect to any private information (as defined in the ISBNA) received by Contractor its officers,
employees, agents, or sub-contractors. In the event of a breach of security, Contractor shall
immediately commence an investigation, in cooperation with DMV, to determine the scope of the
breach, and Contractor shall assist DMV in restoring the security of the related system in order to
prevent any further breaches. Contractor shall notify DMV of any breach of security immediately
following discovery of such breach.
Under the ISBNA, DMV is required to notify any individuals whose records have been accessed for
unauthorized purposes from a system maintained by DMV.

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In furtherance of the investigation of any breach of the ISBNA, the Contractor must receive written
authorization from DMV prior to providing notice of such breach to any other entity. Contractor
shall be responsible for all costs associated with providing notices required under the ISBNA. The
Contract shall not impair the authority of the New York State Office of the Attorney General
(OAG) to bring an action against Contractor to enforce the provisions of the ISBNA, or limit
Contractor's liability for any violations of the ISBNA. Additional information concerning the
ISBN A
and
the
notification
process
1s
available
at:
http://www.cscic.state.n y.us/security/securitybreach.

3.7 Savings/Force Majeure:
A force majeure occurrence is an event or effect that cannot be reasonably anticipated or controlled.
Force majeure includes, but is not limited to, acts of nature, acts of war, acts of public enemies, strikes,
fires, explosions, actions of the elements, floods, or other similar causes beyond the control of the
Contractor or the DMV in the performance of the Contract which non-performance, by exercise of
reasonable diligence, cannot be prevented. Contractor shall provide the DMV with written notice of any
force majeure occurrence as soon as the delay is known.
Neither the Contractor nor the DMV shall be liable to the other for any delay in or failure of
performance under the Contract due to a force majeure occurrence. Any such delay in or failure of
performance shall not constitute default or give rise to any liability for damages. The existence of such
causes of such delay or failure shall extend the period for performance to such extent as determined by
the Contractor and the DMV to be necessary to enable complete performance by the Contractor if
reasonable diligence is exercised after the cause of delay or failure has been removed.
Notwithstanding the above, at the discretion of the DMV where the delay or failure will significantly
impair the value of the Contract to the State, the DMV may:
a. Accept allocated performance or deliveries from the Contractor. The Contractor, however,
hereby agrees to grant preferential treatment to DMV with respect to Product subjected to
allocation; and/or
b. Purchase from other sources (without recourse to and by the Contractor for the costs and
expenses thereof) to replace all or part of the Products which are the subject of the delay,
which purchases may be deducted from the Contract quantities without penalty or liability to
the State; or
c. Terminate the Contract or the portion thereof which is subject to delays, and thereby
discharge any unexecuted portion of the Contract or the relative part thereof.
In addition, the DMV reserves the right, in its sole discretion, to make an equitable adjustment in the
Contract terms and/or pricing should extreme and unforeseen volatility in the marketplace affect pricing
or the availability of supply. "Extreme and unforeseen volatility in the marketplace" is defined as market
circumstances which meet the following criteria: (i) the volatility is due to causes outside the control of
Contractor; (ii) the volatility affects the marketplace or industry, not just the particular Contract source
of supply; (iii) the effect on pricing or availability of supply is substantial; and (iv) the volatility so
affects Contractor's performance that continued performance of the Contract would result in a
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3.8 Severability:
Should any one or more terms of the Contract be determined by a court of competent jurisdiction to be
illegal or unenforceable, then such term(s) shall be conformed as required to so comply. If the term(s) is
of such a nature that it cannot be amended without altering the purpose or nature of the Contract, then
such term(s) shall be deleted from the Contract as if never included therein, and the remaining terms of
the Contract shall remain in full force and effect, unless the deletion of the term(s) renders the Contract
unenforceable or frustrates the purpose or intent of the Contract. In which case, the Contract shall be
terminable by mutual consent of the Parties. If an ambiguity or question of intent arises, this Agreement
will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise
favoring or disfavoring either Party by virtue of authorship of any of the provisions of this Agreement.

3.9 Right to Audit:
The Contractor shall maintain accurate records and accounts of services performed under the Contract
and, as required by the Office of the State Comptroller or by the Department, shall furnish or make
available such records. Contractor shall keep such records for at least six (6) years subsequent to date of
final payment. The Parties acknowledge and consent to the extension of this record retention obligation,
which exceeds the minimum standard set forth in Appendix-A hereof.

3.10 New York State Department of Motor Vehicles Standard Security Clauses for Sharing
Data with External Entities:
Contractor must fully comply with all applicable provisions of Appendix-F, "New York State
Department of Motor Vehicles Standard Security Clauses for Sharing Data with External Entities".

3.11 Termination:
a. For Cause: DMV may terminate the Contract, upon written notice to the Contractor, in the event
that any material breach thereof remains uncured for more than thirty (30) days, or any other period
specified by DMV. Such termination for cause shall be at the Contractor's expense in the event
that the Contractor is incapable of performing its contractual obligations or meeting any
requirements or qualifications set forth in the Contract, or for non-performance, or upon a
determination that the Contractor is non-responsible or non-responsive. Such termination shall
be upon written notice to the Contractor. In such event, DMV may complete the contractual
requirements in any manner it deems advisable, and DMV may avail itself of all remedies provided
bylaw.

b. For Convenience: The Contract may be terminated by DMV for convenience, at any time, upon
thirty (30) days written notice (or other period specified) to the Contractor, without incurring any
liability for breach of contract, or liability for payment of any charges beyond payment for
conforming goods and/or services accepted by DMV up to and including the date of termination.
Contractor shall use due diligence, and shall provide any outstanding deliverables up to the date
in which such termination shall be effective.

c. For Violation of the Sections 139-j and 139-k of the State Finance Law: The DMV reserves
the right to terminate the Contract in the event it is found that the
Contractor in accordance with Section 139-k of the State Finance Law
intentionally incomplete. Upon such finding, DMV may exercise
providing written notification to the Contractor in accordance with the
of the Contract.

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d. Termination without prior Notice in the Event of a Security Breach: Notwithstanding the
foregoing, DMV reserves the right to immediately terminate this Contract in the best interests of
the State, without providing prior notice of termination to Contractor, in the event DMV
determines that a breach of security occurred or that a breach is imminent. In such event, DMV
shall provide Contractor with written notice of cancellation within a reasonable time. However,
termination of this Agreement will not affect Recipient's liability for breach of the terms hereof.
3.12 Policy Statement on Women and Minority-Owned Business Development:
It is the policy of the State of New York to promote equality of economic opportunity for minority and
women-owned business enterprises (M/WBEs) in State contracting. In order to comply with the State's
objectives, the Contractor must use "good faith efforts" to provide meaningful participation by M/WBE
subcontractors or suppliers in the performance of this contract. Contractor must comply with the
provisions of Appendix-E hereof, entitled "Contractor Requirements and Procedures for Business
Participation Opportunities for New York State Certified Minority- and Women-Owned Business
Enterprises, and Equal Employment Opportunities for Minority Group Members and Women".
Contractor must execute and submit MWBE Form-I (attached hereto), as its EEO policy statement,
within seventy-two (72) hours after DMV issues written notice of award of the Contract to the
Contractor.
3.13 Summary of Policy and Prohibitions on Procurement Lobbying:
In order to facilitate transparency in the procurement process, and pursuant to NYS Procurement
Lobbying Law (State Finance Law §§ 139-j and 139-k), this solicitation imposes certain restrictions on
communications between DMV and an Offerer/Bidder made during the procurement process. An
Offerer/Bidder is restricted to communicating with designated DMV staff ("designated contacts"),
during the portion of the procurement process known as the "restricted period". The restricted period
runs from DMV's earliest notice of its intent to solicit offers, through award of the Procurement
Contract by DMV, and where applicable, the final approval of the Contract by the NYS Office of State
Comptroller. Certain statutory exceptions are provided for in State Finance Law§ 139-j(3)(a).
The Designated Contacts for this solicitation are identified in Section 1.7 hereof.
When contacted during the restricted period, DMV staff members are required to document information,
about the communication.
DMV must also make a determination of the "responsibility" of the Offerer/Bidder. Certain findings of
non-responsibility can result in rejection of the Offerer/Bidder for contract award. In the event of two
findings of non-responsibility made within a 4-year period, the Offerer/Bidder may be debarred from
obtaining governmental Procurement Contracts.
Further information about the NYS Procurement Lobbying Law can be obtained from the Office of
General Services Website, at:
http://www.ogs.state.ny.us/aboutOgs/regulations/defaultAdvisoryCouncil.html.
DMV's Policy and Procedures concerning compliance with NYS Procurement Lobbying Law is
attached hereto as Appendix-B. Bidders must complete and submit Appendix B-1 with their bid.

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3.14 Insurance:
Contractor must, at the Contractor's expense, maintain in full effect any policy of insurance required
hereunder for the term of the Contract and any extensions thereof. Contractor's failure to maintain
required insurance, or failure to provide DMV with satisfactory evidence thereof at any time during the
term of the Contract or any extension thereof, shall constitute a material breach of contract for which
DMV shall have the option to terminate the Contract without incurring any liability for breach thereof.

The Contractor must provide the Department with evidence of such continuing insurance coverage, as
follows:
1. The Department of Motor Vehicles and the State of New York must be named as additional
insureds on policies providing General Liability coverage.
2. All policies of insurance required hereunder must be issued by an insurance carrier licensed to do
business in New York State.
3. Contractor must provide DMV with copies of certificates of insurance as evidence of insurance.
However, DMV reserves the right and sole discretion to require further proof of insurance at any time
during the term of the contract. In such event, Contractor must cooperate with such request and must
promptly provide DMV with such other proof of insurance within five (5) business days from
Contractor's receipt of DMV's request.

In contemplation of such request, Contractor hereby authorizes the insurance carrier named in
the certificate of insurance issued hereunder to issue a copy of the Policy, or such other proof as
DMV may require, directly to DMV upon request.

4. Contractor must provide such evidence of insurance upon notice and acceptance of the award of the
Contract. Contractor is responsible for providing continuing proof of such insurance coverage, within
ten (10) business days from the renewal of each policy.
5. In the event of any change, lapse, or termination of coverage, including change of insurance carrier,
during the term of the Contract, Contractor must provide DMV with proof of coverage acceptable to
DMV within five (5) business days from the effective date of any such change.
6. Contractor must ensure that insurance carriers issuing policies of insurance required hereunder
directly notify DMV of any change, lapse, or termination of coverage.
7. Proof of insurance coverage must be provided to DMV at:
NYS Department of Motor Vehicles
Attn: Maureen Younkin, Director, Procurement Services
6 Empire State Plaza
Swan Street Bldg., Room 528B
Albany, New York 12228
9. Contractor must provide the following insurance coverage:
Bodily Injury and Property Damage Insurance:
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Policies of Bodily Injury Liability and Property Damage Liability Insurance, of the types specified
herein each with limits of liability of not less than $500,000 for all damages arising out of bodily
injury, including death at any time resulting therefrom, sustained by one person in any one accident,
and, subject to that limit for each person, not less than $1,000,000 for all damages arising out of
bodily injury, including death at any time resulting therefrom, sustained by two or more persons in
any one accident, and not less than $1,000,000 for all damages arising out of injury to or destruction
of property in any one accident.
3.15 Contractor Certification:
Contractors are required to complete and sign, under penalty of perjury, the "Contractor Certification
Form", ST-220-TD (Appendix-C), in accordance with§ 5-a of the NYS Tax Law. Contractors must also
submit a copy of the Certificate of Authority, if available, for itself, any affiliates, any subcontractors
and any affiliates of subcontractors required to register to collect state sales and compensating use tax.

Pursuant to Tax Law, Section 5-a, Contractors are required to complete and sign, under penalty of
perjury, the Contractor Certification Form ST-220-CA (Appendix-D) at time of contract execution.
Tax Law, Section 5-a applies to all Agreements valued in excess of $100,000 for the sale of goods or
services as defined in Article XI of the State Finance Law, and/or tangible personal property or taxable
services as defined by the Tax Law.
The Department of Motor Vehicles is not authorized to address questions regarding the Tax Law or its
interpretation. Any questions regarding the Law must be directed to the New York State Department of
Taxation and Finance.
A COMPLETED FORM ST-220-CA MUST ACCOMPANY THE CONTRACT. IF REQUIRED,
THE CONTRACTOR MAY ALSO BE RESPONSIBLE FOR FILING FORM ST-220-TD WITH
THE NYS DEPARTMENT OF TAXATION & FINANCE.
3.16 Compliance with Laws:
In performing its obligations under the Contract, the Contractor shall comply with all applicable federal,
state, and local statutes, ordinances, regulations, and rules, including, but not limited to, NYS printing
law, laws regulating the terms and conditions of employment, building and fire codes, zoning laws,
privacy, public building requirements for use by the handicapped, and occupational safety and health
rules.
3.17 Vendor Responsibility:
Prior to awarding a contract, DMV must evaluate information provided in the Vendor Responsibility
Questionnaire which must be completed by each bidder. Bidders are invited to file the required Vendor
Responsibility Questionnaire online, via the New York State VendRep System. Bidders may elect to
submit a completed hard-copy questionnaire, in lieu of using this electronic format.

To enroll in and use the New York State VendRep System, bidders should refer to the VendRep System
Instructions available at www.osc.state.ny.us/vendrep, or they may access the VendRep System online,
at https://portal.osc.state.ny.us. For assistance using the VendRep System, bidders may contact the OSC
Help Desk at 866-370-4672 or 518-408-4672, or by email at helpdesk@osc.state.ny.us. Bidders electing
to file a hard-copy questionnaire can obtain the questionnaire form at the VendRep website
(www.osc.state.ny.us/vendrep), or they may contact DMV or the Office of the State Comptroller to
obtain a copy.

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DMV reserves the right to verify all information provided by the bidder to whom an award of contract is
made. DMV reserves the right to disqualify a Bidder/Contractor as "not- responsible", in the event that
the Bidder/Contractor has intentionally provided false or incomplete information, or has intentionally
failed to disclose pertinent information. DMV reserves the right to make continuing responsibility
determinations at any time during the term of the Contract.
The Contractor shall at all times during the Contract term remain responsible. The Contractor agrees, if
requested by the Commissioner or his or her designee, to present evidence of its continuing legal
authority to do business in New York State, integrity, experience, ability, prior performance, and
organizational and financial capacity.
Suspension of Work (for Non-Responsibility): The Commissioner or his or her designee, in his or her
sole discretion, reserves the right to suspend any or all activities under this Contract, at any time, when
he or she discovers information that calls into question the responsibility of the Contractor. In the event
of such suspension, the Contractor will be given written notice outlining the particulars of such
suspension. Upon issuance of such notice, the Contractor must comply with the terms of the suspension
order. Contract activity may resume at such time as Commissioner or his or her designee issues a written
notice authorizing the resumption of performance under the Contract.
Termination (for Non-Responsibility): Upon written notice to the Contractor, and a reasonable
opportunity to be heard with appropriate DMV officials or staff, the Contract may be terminated by
Commissioner or his or her designee at the Contractor's expense where the Contractor is determined by
Commissioner or his or her designee to be non-responsible. In such event, Commissioner or his or her
designee may complete the contractual requirements in any manner he or she may deem advisable and
pursue available legal or equitable remedies for breach.
3.18 Iran Divestment Act:
As a result of the Iran Divestment Act of 2012 (Act), Chapter 1 of the 2012 Laws of New York, a new
provision has been added to the State Finance Law (SFL), § 165-a, effective April 12, 2012. Under the
Act, the Commissioner of the Office of General Services (OGS) will be developing a list (prohibited
entities list) of "persons" who are engaged in "investment activities in Iran" (both are defined terms in
the law). Pursuant to SFL § 165-a(3)(b), the initial list is expected to be issued no later than 120 days
after the Act's effective date, at which time it will be posted on the OGS website.

By entering into this Contract, Contractor (or any assignee) certifies that once the prohibited entities list
is posted on the OGS website, it will not utilize on such Contract any subcontractor that is identified on
the prohibited entities list.
Additionally, Contractor agrees that after the list is posted on the OGS website, should it seek to renew
or extend the Contract, it will be required to certify at the time the Contract is renewed or extended that
it is not included on the prohibited entities list. Contractor also agrees that any proposed Assignee of the
Contract will be required to certify that it is not on the prohibited entities list before DMV may approve
a request for Assignment of Contract
During the term of the Contract, should DMV receive information that a person is in violation of the
above-referenced certification, DMV will offer the person an opportunity to respond. If the person fails
to demonstrate that it has ceased its engagement in the investment which is in violation of the Act within
90 days after the determination of such violation, then DMV shall take such action as may be

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appropriate including, but not limited to, imposing sanctions, seeking compliance, recovering damages,
or declaring the Contractor in default.
DMV reserves the right to reject any request for assignment for an entity that appears on the prohibited
entities list prior to the award of a contract, and to pursue a responsibility review with respect to any
entity that is awarded a contract and appears on the prohibited entities list after contract award.

3.19 Jurisdiction:
All controversies concerning this Contract must be resolved by a court of competent jurisdiction in New
York State.

Signatures on following page

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Signature Page

MORPHOTRUST USA, INC.

NYS DEPARTMENT OF MOTOR VEHICLES

BY~
(l'f ease Sign Here)

~~uXSL(Please Print Name)

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(Title )

(Title)

Date:

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Date: ---'--{j_l

(111111/ddlyyyy)

Corporate Seal:
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NYS OFFICE OF THE ATTORNEY GENERAL

OFFICE OF THE NEW YORK STATE
COMPTROLLER
BY,

APP
(Plea se Sign H ere)

OVED

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& CONTROL

(Plea se Print Nam e)

(Titl e)

(Title)

Date: --~--~

__

_

Date:--~'--~'---

(mmlddlyyyy)

(mmldd/yyyy)

Notarization of Contractor's Signature: (NOTE - CORPORATIO NS MUST ALSO AFFIX THEIR CORPORATE SEAL
TO THE AGREEMENT)
ST ATE OF M asso.d,,µset{5:

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COUNTY OF
On this

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, to me known who being duly sworn, did depose and say that he resides in

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of MORPHOTRUST USA ,
INC., the corporation described in and which executed the foregoing instrument; that he knew the seal of said corporation;
that the seal affixed to said instrument was such corporate seal; that it was so affixed by the order of the Board of Directors of
said corporation, and that he signed his name thereto by like order.

--

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I APPENDIX-A:

STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS

January 2014

TABLE OF CONTENTS
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.

17.
18.
19.
20.
21.
22.
23.
24.
25.
26.

Executory Clause
Non-Assignment Clause
Comptroller's Approval
Workers' Compensation Benefits
Non-Discrimination Requirements
Wage and Hours Provisions
Non-Collusive Bidding Certification
International Boycott Prohibition
Set-Off Rights
Records
Identifying Information and Privacy Notification
Equal Employment Opportunities for Minorities and Women
Conflicting Terms
Governing Law
Late Payment
No Arbitration
Service of Process
Prohibition on Purchase of Tropical Hardwoods
MacBride Fair Employment Principles
Omnibus Procurement Act of 1992
Reciprocity and Sanctions Provisions
Compliance with New York State Information Security Breach and Notification Act
Compliance with Consultant Disclosure Law
Procurement Lobbying
Certification of Registration to Collect Sales and Compensating Use Tax by Certain
State Contractors, Affiliates and Subcontractors
Iran Divestment Act

STANDARD CLAUSES FOR NYS CONTRACTS

The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, "the contract"
or "this contract") agree to be bound by the following clauses which are hereby made a part of the contract (the word
"Contractor" herein refers to any party other than the State, whether a contractor, licenser, licensee, lessor, lessee or any
other party):
1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have no liability
under this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract.
2. NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance Law, this contract may not be
assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise
disposed of without the State's previous written consent, and attempts to do so are null and void. Notwithstanding the
foregoing, such prior written consent of an assignment of a contract let pursuant to Article XI of the State Finance Law
may be waived at the discretion of the contracting agency and with the concurrence~ $.Q
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where the
original contract was subject to the State Comptroller's approval, where the assignml:\Otis duettCl!
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or consolidation of the Contractor's business entity or enterprise. The State retains its right to approve an assignment and
to require that any Contractor demonstrate its responsibility to do business with the State. The Contractor may, however,
assign its right to receive payments without the State's prior written consent unless this contract concerns Certificates of
Participation pursuant to Article 5-A of the State Finance Law.
3. COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance Law (or, if this contract is
with the State University or City University of New York, Section 355 or Section 6218 of the Education Law), if this
contract exceeds $50,000 (or the minimum thresholds agreed to by the Office of the State Comptroller for certain
S.U.N.Y. and C.U.N.Y. contracts), or if this is an amendment for any amount to a contract which, as so amended,
exceeds said statutory amount, or if, by this contract, the State agrees to give something other than money when the value
or reasonably estimated value of such consideration exceeds $10,000, it shall not be valid, effective or binding upon the
State until it has been approved by the State Comptroller and filed in his office. Comptroller's approval of contracts let by
the Office of General Services is required when such contracts exceed $85,000 (State Finance Law Section 163.6-a).
However, such pre-approval shall not be required for any contract established as a centralized contract through the Office
of General Services or for a purchase order or other transaction issued under such centralized contract.
4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance Law, this
contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life
of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers'
Compensation Law.
5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law (also
known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination
provisions, the Contractor will not discriminate against any employee or applicant for employment because of race, creed,
color, sex (including gender identity or expression), national origin, sexual orientation, military status, age, disability,
predisposing genetic characteristics, marital status or domestic violence victim status. Furthermore, in accordance with
Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or
public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this
contract shall be performed within the State of New Yark, Contractor agrees that neither it nor its subcontractors shall, by
reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any New York State
citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired
for the performance of work under this contract. If this is a building service contract as defined in Section 230 of the
Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall by
reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State
citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired
for the performance of work under this contract. Contractor is subject to fines of $50.00 per person per day for any
violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys due
hereunder for a second or subsequent violation.
6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the Labor Law or a
building service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its
subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except
as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State
Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or
provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor
Department in accordance with the Labor Law. Additionally, effective April 28, 2008, if this is a public work contract
covered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner
consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment by the State of
any State approved sums due and owing for work done upon the project.
7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the State Finance Law, if
this contract was awarded based upon the submission of bids, Contractor affirms, under penalty of perjury, that its bid was
arrived at independently and without collusion aimed at restricting competition. Contractor further affirms that, at the

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time Contractor submitted its bid, an authorized and responsible person executed and delivered to the State a noncollusive bidding certification on Contractor's behalf.

8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law and Section
139-h of the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the
contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has
participated, is participating, or shall participate in an international boycott in violation of the federal Export
Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If such Contractor, or any of
the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the
final determination of the United States Commerce Department or any other appropriate agency of the United States
subsequent to the contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and
void. The Contractor shall so notify the State Comptroller within five (5) business days of such conviction, determination
or disposition of appeal (2NYCRR 105.4).
9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off. These rights
shall include, but not be limited to, the State's option to withhold for the purposes of set-off any moneys due to the
Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other
contract with any State department or agency, including any contract for a term commencing prior to the term of this
contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax
delinquencies, fee delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in
accordance with normal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by
the State agency, its representatives, or the State Comptroller.
10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts
and other evidence directly pertinent to performance under this contract (hereinafter, collectively, "the Records"). The
Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years
thereafter. The State Comptroller, the Attorney General and any other person or entity authorized to conduct an
examination, as well as the agency or agencies involved in this contract, shall have access to the Records during normal
business hours at an office of the Contractor within the State of New York or, if no such office is available, at a mutually
agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and
copying. The State shall take reasonable steps to protect from public disclosure any of the Records which are exempt from
disclosure under Section 87 of the Public Officers Law (the "Statute") provided that: (i) the Contractor shall timely inform
an appropriate State official, in writing, that said records should not be disclosed; and (ii) said records shall be sufficiently
identified; and (iii) designation of said records as exempt under the Statute is reasonable. Nothing contained herein shall
diminish, or in any way adversely affect, the State's right to discovery in any pending or future litigation.
11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. (a) Identification Number(s). Every
invoice or New York State Claim for Payment submitted to a New York State agency by a payee, for payment for the sale
of goods or services or for transactions (e.g., leases, easements, licenses, etc.) related to real or personal property must
include the payee's identification number. The number is any or all of the following: (i) the payee's Federal employer
identification number, (ii) the payee's Federal social security number, and/or (iii) the payee's Vendor Identification
Number assigned by the Statewide Financial System. Failure to include such number or numbers may delay payment.
Where the payee does not have such number or numbers, the payee, on its invoice or Claim for Payment, must give the
reason or reasons why the payee does not have such number or numbers. (b) Privacy Notification. (1) The authority to
request the above personal information from a seller of goods or services or a lessor of real or personal property, and the
authority to maintain such information, is found in Section 5 of the State Tax Law. Disclosure of this information by the
seller or lessor to the State is mandatory. The principal purpose for which the information is collected is to enable the
State to identify individuals, businesses and others who have been delinquent in filing tax returns or may have understated
their tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner of Taxation
and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law.
(2) The personal information is requested by the purchasing unit of the agency contracting to purchase the goods or
services or lease the real or personal property covered by this contract or lease. The information is maintained in the

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Statewide Financial System by the Vendor Management Unit within the Bureau of State Expenditures, Office of the State
Comptroller, 110 State Street, Albany, New York 12236.

12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with Section
312 of the Executive Law and 5 NYCRR 143, if this contract is: (i) a written agreement or purchase order instrument,
providing for a total expenditure in excess of $25,000.00 whereby a contracting agency is committed to expend or does
expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be
performed for, or rendered or furnished to the contracting agency; or (ii) a written agreement in excess of $100,000.00
whereby a contracting agency is committed to expend or does expend funds for the acquisition, construction, demolition,
replacement, major repair or renovation of real property and improvements thereon; or (iii) a written agreement in excess
of $100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend funds for
the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements
thereon for such project, then the following shall apply and by signing this agreement the Contractor certifies and affirms
that it is Contractor's equal employment opportunity policy that:
(a) The Contractor will not discriminate against employees or applicants for employment because of race, creed, color,
national origin, sex, age, disability or marital status, shall make and document its conscientious and active efforts to
employ and utilize minority group members and women in its work force on State contracts and will undertake or
continue existing programs of affirmative action to ensure that minority group members and women are afforded equal
employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job
assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of
compensation;
(b) at the request of the contracting agency, the Contractor 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 Contractor's obligations herein; and
(c) the Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the State
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.
Contractor will include the provisions of "a", "b", and "c" above, in every subcontract over $25,000.00 for the
construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements
thereon (the "Work") except where the Work is for the beneficial use of the Contractor. Section 312 does not apply to: (i)
work, goods or services unrelated to this contract; or (ii) employment outside New York State. The State shall consider
compliance by a contractor or subcontractor with the requirements of any federal law concerning equal employment
opportunity which effectuates the purpose of this section. The contracting agency shall determine whether the imposition
of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or
conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such duplication or
conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Department of
Economic Development's Division of Minority and Women's Business Development pertaining hereto.

13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any and all
attachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall
control.
14. GOVERNING LAW. This contract shall be governed by the laws of the State of New York except where the
Federal supremacy clause requires otherwise.
15. LA TE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall be
governed by Article 11-A of the State Finance Law to the extent required by law.

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16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be
submitted to binding arbitration (except where statutorily authorized), but must, instead, be heard in a court of competent
jurisdiction of the State of New York.
17. SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil Practice Law & Rules
("CPLR"), Contractor hereby consents to service of process upon it by registered or certified mail, return receipt
requested . Service hereunder shall be complete upon Contractor's actual receipt of process or upon the State's receipt of
the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notify the
State, in writing, of each and every change of address to which service of process can be made. Service by the State to the
last known address shall be sufficient. Contractor will have thirty (30) calendar days after service hereunder is complete in
which to respond.
18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and warrants that all
wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and
provisions of Section 165 of the State Finance Law, (Use of Tropical Hardwoods) which prohibits purchase and use of
tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or
public benefit corporation . Qualification for an exemption under this law will be the responsibility of the contractor to
establish to meet with the approval of the State.
In addition, when any portion of this contract involving the use of woods, whether supply or installation, is to be
performed by any subcontractor, the prime Contractor will indicate and certify in the submitted bid proposal that the
subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical
hardwoods as detailed in §165 State Finance Law. Any such use must meet with the approval of the State; otherwise, the
bid may not be considered responsive. Under bidder certifications, proof of qualification for exemption will be the
responsibility of the Contractor to meet with the approval of the State.

19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair Employment
Principles (Chapter 807 of the Laws of 1992), the Contractor hereby stipulates that the Contractor either (a) has no
business operations in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business operations in
Northern Ireland in accordance with the MacBride Fair Employment Principles (as described in Section 165 of the New
York State Finance Law), and shall permit independent monitoring of compliance with such principles.
20. OMNIBUS PROCUREMENT ACT OF 1992. 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 .
Information on the availability of New York State subcontractors and suppliers is available from:
NYS Department of Economic Development
Division for Small Business
Albany, New York 12245
Telephone: 518-292-5100
Fax: 518-292-5884
Email: opa@esd.ny.gov
A directory of certified minority and women-owned business enterprises is available from:
NYS Department of Economic Development
Division of Minority and Women's Business Development
633 Third A venue
New York, NY 10017
212-803-2414
Email: mwbecertification@esd.ny .gov

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https://ny.newnycontracts.com/FrontEnd/VendorSearchPublic.asp
The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as applicable, Contractors
certify that whenever the total bid amount is greater than $1 million:
(a) The Contractor has made reasonable efforts to encourage the participation of New York State Business Enterprises as
suppliers and subcontractors, including certified minority and women-owned business enterprises, on this project, and has
retained the documentation of these efforts to be provided upon request to the State;
(b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261), as amended;
(c) The Contractor agrees to make reasonable efforts to provide notification to New York State residents of employment
opportunities on this project 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. The Contractor agrees to document these efforts and to provide said documentation to the State
upon request; and
(d) The Contractor acknowledges notice that the 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.
21. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if their principal place of
business is located in a country, nation, province, state or political subdivision that penalizes New York State vendors, and
if the goods or services they offer will be substantially produced or performed outside New York State, the Omnibus
Procurement Act 1994 and 2000 amendments (Chapter 684 and Chapter 383, respectively) require that they be denied
contracts which they would otherwise obtain. NOTE: As of May 15, 2002, the list of discriminatory jurisdictions subject
to this provision includes the states of South Carolina, Alaska, West Virginia, Wyoming, Louisiana and Hawaii. Contact
NYS Department of Economic Development for a current list of jurisdictions subject to this provision.
22. COMPLIANCE WITH NEW YORK STATE INFORMATION SECURITY BREACH AND NOTIFICATION
ACT. Contractor shall comply with the provisions of the New York State Information Security Breach and Notification
Act (General Business Law Section 899-aa; State Technology Law Section 208).
23. COMPLIANCE WITH CONSULTANT DISCLOSURE LAW. If this is a contract for consulting services,
defined for purposes of this requirement to include analysis, evaluation, research, training, data processing, computer
programming, engineering, environmental, health, and mental health services, accounting, auditing, paralegal, legal or
similar services, then, in accordance with Section 163 (4-g) of the State Finance Law (as amended by Chapter 10 of the
Laws of 2006), the Contractor shall timely, accurately and properly comply with the requirement to submit an annual
employment report for the contract to the agency that awarded the contract, the Department of Civil Service and the State
Comptroller.
24. PROCUREMENT LOBBYING. To the extent this agreement is a "procurement contract" as defined by
State Finance Law Sections 139-j and 139-k, by signing this agreement the contractor certifies and affirms that all
disclosures made in accordance with State Finance Law Sections 139-j and 139-k are complete, true and accurate. In the
event such certification is found to be intentionally false or intentionally incomplete, the State may terminate the
agreement by providing written notification to the Contractor in accordance with the terms of the agreement.
25. CERTIFICATION OF REGISTRATION TO COLLECT SALES AND COMPENSATING USE TAX BY
CERTAIN STATE CONTRACTORS, AFFILIATES AND SUBCONTRACTORS. To the extent this agreement is a
contract as defined by Tax Law Section 5-a, if the contractor fails to make the certification required by Tax Law Section
5-a or if during the term of the contract, the Department of Taxation and Finance or the covered agency, as defined by Tax
Law 5-a, discovers that the certification, made under penalty of perjury, is false, then such failure to file or false
certification shall be a material breach of this contract and this contract may be terminated, by providing written

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notification to the Contractor in accordance with the terms of the agreement, if the covered agency determines that such
action is in the best interest of the State.
26. IRAN DIVESTMENT ACT. By entering into this Agreement, Contractor certifies in accordance with State Finance
Law § 165-a that it is not on the "Entities Determined to be Non-Responsive Bidders/Offerers pursuant to the New York
State Iran Divestment Act of 2012" ("Prohibited Entities List") posted at:
http://www.ogs.ny.gov/about/regs/docs/ListofEntities.pdf
Contractor further certifies that it will not utilize on this Contract any subcontractor that is identified on the Prohibited
Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide the same certification
at the time the Contract is renewed or extended. Contractor also agrees that any proposed Assignee of this Contract will be
required to certify that it is not on the Prohibited Entities List before the contract assignment will be approved by the
State.
During the term of the Contract, should the state agency receive information that a person (as defined in State Finance
Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such information and offer
the person an opportunity to respond. If the person fails to demonstrate that it has ceased its engagement in the investment
activity which is in violation of the Act within 90 days after the determination of such violation, then the state agency
shall take such action as may be appropriate and provided for by law, rule, or contract, including, but not limited to,
imposing sanctions, seeking compliance, recovering damages, or declaring the Contractor in default.
The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity that
appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a
responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after
contract award.

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APPENDIX-B:STATE OF NEW YORK PROCUREMENTLOBBYINGPOLICY AND
PROCEDURES
Revised March 2012

I. Policy: 1
It is the policy of DMV to comply with the provisions of State Finance Law §§139-j and 139-k, and
related guidance offered by the Advisory Council on Procurement Lobbying and the Office of the State
Comptroller. 2
II. Procedure:3
The procedure set forth hereafter applies to "Governmental Procurements" let by DMV.

III. Definitions:
Capitalized terms used but not defined herein shall have the meaning ascribed to them in State Finance
Law§§ 139-j and 139-k (See, attached).
For the purpose of this procurement, the terms "Contact" and "Designated Contact" are ascribed the
following meanings:

"Contact" as used herein is defined as (1) any oral, written or electronic communication that is (2)
made by the Bidder, or a person acting on behalf of the Bidder, (3) to an employee of DMV or of a
Governmental Agency other than the DMV, (4) concerning the related Governmental Procurement, (5)
where such communication is made during the "Restricted Period"; and (6) where a reasonable person
would infer that such communication was made by the bidder with the intention of improperly
influencing the related Governmental Procurement [e.g., any violation of Public Officers Law §73(5)
(offer of a gift of $75 or more), or §74 (code of ethics for public officers and employees)].
The term "Contact" does not include permissible communications such as (1) submission of a written
6
proposal4, (2) submission of written questions 5 , (3) participation in a bidders' conference , (4)
complaints 7 , (5) contract negotiations subsequent to notice of a tentative award of contract 8, (6) review
of contract award 9 , and (7) protests, appeals or other review proceedings 10 ; (8) a communication
described in Legislative Law§ 1-t(e) which is (a) made by a bidder or subcontractor to a bidder qualified
by education, training or experience to provide technical services to explain, clarify or demonstrate the
qualities, characteristics or advantages of an article of procurement, who (b) provides information to a
Designated Contact to assist the Designated Contact in understanding and assessing the qualities,
characteristics or anticipated performance of such article of procurement and (c) who does not
recommend or advocate contract provisions 11; or a communication by which the bidder seeks generally
1

139-j (2)
139-j (5)
3
139-j (1); 139-k (1)
4
139-j (3)(a)(l)
5
139-j (3)(a)(2)
6
139-j (3)(a)(3)
7
139-j (3)(a)(4)
8
139-j (3)(a)(5)
9
139-j (3)(a)(6)
10
139-j (3)(a)(7)
II 139-j (1), (3); 139-k (1)
2

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available information, including clarification and interpretation, with respect to the solicitation
documents or the Governmental Procurement process, including the status or timing of steps in the
process 12 .

"Designated Contact" as used herein is defined as one or more employees of DMV identified in the
solicitation for the related Governmental Procurement, or thereafter designated by the DMV's Contract
Manager 13•
IV. Solicitations:
DMV will include the following in every written solicitation for a Procurement Contract 14 :
(1) The name of each Designated Contact person, and a statement which substantially complies with in
the following form: "Prior to approval by DMV, or, if applicable, the Office of the State Comptroller, of
the contract for which this solicitation has been issued, bidders must direct all communications
concerning this solicitation to the person(s) identified as "Designated Contact(s)" 15;
(2) A summary of DMV's policy and procedures regarding "contacts";
(3) A form (See, Appendix B-1, attached) to be submitted by bidders, upon which each bidder affirms
in writing (a) its understanding of DMV's procurement lobbying policy and procedures; and (b) that it
will comply with such policy and procedures; and (c) discloses whether it has been determined to be
"non-responsible" within the previous four (4) years for violating State Finance Law §139-j 16, or for
having intentionally provided false or incomplete information 17 to a Governmental Entity concerning its
compliance with State Finance Law § 139-j; and (d) certifies that the bidder has provided accurate and
complete information concerning the bidder's compliance with State Finance Law §§139-j and 139-k
within the previous four years 18 •

V. Contracts:
Each Procurement Contract will contain the following statement, substantially in the following form:
"DMV reserves the right to terminate this contract in the event that it is determined that the certification
filed by the Contractor in accordance with State Finance Law §§ 139-j and 139-k was intentionally false
or intentionally incomplete 19• Upon such determination, DMV may terminate this Contract by providing
written notification to the Contractor, without incurring liability on the part of DMV or the State for
breach of contract." 20
VI. Records of Contacts:21
In the event that DMV employees who are not Designated Contacts are contacted by bidders, or persons
acting on the Bidder's behalf, during the restricted period, the employee will make a record of such
Contact and will provide such record to the DMV's Contract Administrator. DMV employees who
12

139-j (3)
139-j (1), (2); 139-k (1)
14
139-j (2); 139-k (2)
15
139-j (6)
16
139-k (2)
17 Id.
is Id.
19
139-j (lO(b); 139-k (5)
20
Id.
21
139-j (8), (lO)(b); 139-k (4)
13

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become aware of impermissible contacts made to another Governmental Entity concerning this
procurement will also make and provide records of any such contacts to Contract Administration. The
DMV employee may make one (1) record covering multiple Contacts that are made by the same person
within a period of five (5) business days. DMV will make all records of Contacts part of the
procurement record 22 . Contracts Administration will promptly provide records of impermissible
Contacts to DMV's Office of the Deputy Commissioner and Counsel for review.
VII. Review and Investigation: 23
Upon receipt of a record of an impermissible Contact, the Deputy Commissioner and Counsel or her or
his designee ("Reviewer") will review and investigate, within fifteen (15) days from receipt of such
information 24 • The Reviewer will notify the Bidder that an investigation is ongoing; give notice of the
allegations of misconduct; and give the Bidder an op~ortunity to respond in writing, within ten (10) days
from receipt of notification of the alleged violation 2 • The Bidder will not be entitled to representation
by counsel. The Reviewer will determine whether the Bidder has willfully and knowingly made an
impermissible Contact. The Reviewer will advise the Bidder and the Contracts Manager, or employee
authorized for such purpose, of the final determination made 26 • In the event the Reviewer determines
that the Bidder has made an impermissible Contact with a Governmental Entity other than DMV, the
Reviewer will so notif/ the ethics officer 27, inspector general or other appropriate official of such other
Governmental Entity 2 • In the event the Reviewer determines that, as the result of an impermissible
Contact, an employee of DMV has violated the provisions of Public Officers Law §73(5) [prohibition of
acceptance of a gift of $75 or more] or §74 [code of ethics], the Reviewer will so advise the
Commissioner of Motor Vehicles, the State Ethics Commission and the Office of the Inspector
General 2 9 .
VIII. Determinations of Non-Responsibility: 30
The Reviewer, or employee authorized for such purpose, will determine whether a bidder has been
determined to be "non-responsible" because (1) the Bidder has willfully and knowingly made an
impermissible Contact 31 , or (2) the Bidder has intentionally failed to make accurate and complete
disclosure of prior findings of non-responsibility with respect to Governmental Procurements made
within the previous four (4) years 32 • Upon making a determination of non-responsibility, the Contracts
Manager, or emEloyee authorized for such purpose, will so notify the Bidder and the Commissioner of
Motor Vehicles 3 • A finding of non-responsibility under this section shall result in DMV not awarding
the contract to such bidder, unless DMV determines that (1) the award of the contract is necessary to
protect public property or public health or safety, and (2) the bidder is the only source capable of
supplying the required article of procurement within the required time frame.

Id.
139-j (9)
24 Id.
25
139-j ( IO)(a)
26
139-j (IO)(a)
27
139-j (8)(a), (c)
28
139-j (8)( C), (1 0(b)
29
Legislative Law: POL §73(5); §74 (Code of Ethics)
30
139-j (7)
31
139-j (IO)(b)
32
139-j (IO)(b); 139-k (5)
33
139-j (l0)(a)
22
23

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APPENDIX-B-1:AFFIRMATIONAND DISCLOSURESCONCERNINGSTATE
FINANCELAW §§139-JAND 139-K
Procurement Description/ID No. C000820
Name of Bidder: MorphoTrust USA, Inc.
Address: 296 Concord Road, Suite 300, Billerica, MA 01821
Name and Title of Person Submitting this Form:
A.
Bidder affirms that it has received, reviewed and understands the Policy and Procedure of
the Department of Motor Vehicles (OMV), relating to State Finance Law §§ 139-j and 139-k, and
agrees to comply with DMV's procedure relating to Contacts with respect to this procurement.
B.

Disclosures:

1.
Has a Governmental Entity, as defined in State Finance Law § 139-j(1 )( a), made a
determination of non-responsibility with respect to the Bidder within the previous four years
where such finding was due to a violation of State Finance Law § 139-j or the intentional
provision of false or incomplete information with respect to previous determinations of nonresponsibility?

Yes__

No

_

If yes, provide the following details:
Governmental Entity which made the finding:
Date of finding:
Basis of finding:

2.
Has a Governmental Entity terminated or withheld a procurement contract with the
Bidder because of violations of State Finance Law § 139-j or the intentional provision of false or
incomplete information with respect to previous determinations of non-responsibility?
No

Yes---

If yes, identify the Governmental Entity, the date of termination or withholding, and related
procurement contract:

By: __________

New York DMV

_

Date: __

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=================================;i

APPENDIX-C: ST-220-TD CONTRACTOR CERTIFICATION

Now York SIO.to Oapo.r1mont of Taxation and Flnanco

Contractor

ST-220-TD

Certification

(6/06)

(Pursuant to Section 5-a of the Tax Lew, as amended,
effective April 26, 2006)
For Information, consult Publlcatlon 223, Questions and Answers Concerning

Tax Law Section 5-s (see N,,.d help? below).

Contractor name

Contractor's principal place of business

City

State

ZIP code

Contraclor's malllng address (II dlftarent than above)
Contractor's federal employer ldonUflcatlon numbor (EIN)
Covered agency name

Contractor's sales tax ID numbor

(ifdlrtanrn1

trom canttadot"•
EIN)

Contractor'G tolephono numbor
(
)
Estlrnoted contract value over
tha tun term or conlract
(Dul not lncludin renewals) S
Covered agency telephone number

Contra.cl numbor or description

Covered agency address

General

Information

Privacy notification

Section 5-a of the Tax Law, as amended, effective April 26,
2006, requires certain contractors awarded certain state
contracts valued at more than $100,000 to certify to the
Tax Department that they are registered to collect New York
State and local sales and compensating use taxes, If they
made sales delivered by any means to locations within New
York State of tangible personal property or taxable services
having a cumulative value In excess of $300,000, measured
over a specified period. In addition, contractors must certify
to the Tax Department that each affiliate and subcontractor
exceeding such sales threshold during a specified period
is registered to collect New York State and local sales
and compensating use taxes. Contractors must also file a
Form ST-220-CA, certifying to the procuring stale entity that
they filed Form ST-220-TD with the Tax Department and that
the information contained on Form ST-220-TD ls correct and
complete as of the date they file Form ST-220-CA.
For more detailed Information regarding this form and
section 5-a of the Tax Law, see Publication 223. Questions
and Answers Concerning Tax Law SBCtion 5-a, (as emended,
effective April 26, 2006), available at www.nystax.gov.
Information is also available by calling the Tax Department's
Contractor Information Center at 1 800 698-2931.
Note: Form ST-220-TD must be signed by a person
authorized to make the certification on behalf of the
contractor, and the acknowledgement on page 4 of this form
must be completed before a notary public.
Mail completed form to:
NYS TAX DEPARTMENT
DATA ENTRY SECTION
WA HARRIMAN CAMPUS
ALBANY NY 12227

The Commissioner of Taxation and Finance may collect
and maintain personal Information pursuant to the New York
State Tax Law, Including but not limited lo, sections 5-a, 171,
171-a,287,308,429,475,505,697,1096,1142,and1415
of that Law; end may require disclosure of social security
numbers pursuant to 42 USC 405(c)(2)(C)(I).
This Information will be used to determine and administer tax
llablllties and, when authorized by law, for certain tax offset
and exchange of tax Information programs as well as for any
other lawful purpose.
Information concerning quarterly wages paid to employees
Is provided to certain state agencies for purposes of
fraud prevention, support enforcement, evaluation of the
effectiveness of certain employment and training programs
and other purposes authorized by law.
Failure to provide the required Information may subject you
to civil or criminal penalties, or both, under the Tax Law.
This Information is maintained by the Director of Records
Management and Data Entry, NYS Tax Department,
WA Harriman Campus, Albany NY 12227; telephone
1 800 225-5829. From areas outside the United States and
outside Canada, call (518) 485-6800.

Need help?
r-1 Internet accoaa:

~

www.nystax.gov
(for JnformaUon, fonnI. and publications)

~

Fax•on-demand

forms:

1 800 748-3676

S Tel;::'!fa"~
:~~).':.~~~:.
~::ha:~=Y~:oo
AMtos·ooPM.
To order forms and publlcaUons:

1 800 462-8100

Sale• Tax lnlorma11onCenter:

1 800 698·2909

From araaa outside the U.S. and outside canada:

(518) 485-6800

Haarfng and speach fmpafrvd (telecommunlcaUons
device for tho doaf (11)0) calleni only):
1 800 ~-2110

L

(5\

Persons with dlsabllltlH:
In compnanca wUh the
Americans with Dlsablfllles Act, we will onsure that our lobbies,

olflces,meeUng
rooms,and olherfacilities
areacceSSlble
to

parsons with dlsablllUes. If you have questions about specJaJ
accommodations for persons with disabilities, please call 1 BOO972-1233

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Page 2 of 4 ST-220-TD(6/06)

I, _______________

, hereby affirm, under penalty of perjury, that I am ___________

(name)

_
(tiUe)

of the above-named contractor, and that I am authorized to make this certification on behalf of such contractor.
Make only one entry in each section below.

Section 1 -

Contractor registration status

D

The contractor has made sales deliveredby any means to locationswithin NewYork State of tangible personal property or taxable
services having a cumulativevalue In excessof $300,000 during the four sales tax quarlers which Immediatelyprecede the sales tax
quarter in which this certification Is made.The contractorIs registeredto collect New York State and local sales and compensatinguse
taxes with the Commissionerof Taxationand Finance pursuant to sections 1134 and 1253 of the Tax Law, and Is listed on ScheduleA of
this certification.

D

The contraclor has not made sales deliveredby any means to locationswithin NewYork State of tangible personalproperty or taxable
services having a cumulativevalue in excess of $300,000 during the lour sales tax quarters which Immediatelyprecede the sales tax
quarter in which this certificationis made.
'

Section 2 - Affiliate registration status

D

The contractor does not have any affiliates.

D

To the best of the contractor'sknowledge,the contractor has one or more affillales having made sales delivered by any meansto
locationswithin NewYork State of tangible personalproperty or taxable services having a cumulativevalue In excessof $300,000
during the four sales tax quarters which Immediatelyprecedethe sales tax quarter In which this certification Is made, and each affiliate
exceedingthe $300,000cumulativesales thresholdduring such quarters Is registeredto collect New York State and local sales and
compensatinguse taxes with the Commissionerof Taxationand Financepursuant to sections 1134 and 1253 of the Tax Law.The
contractor has listed each affiliate exceedingthe $300,000 cumulativesales thresholdduring such quarters on ScheduleA ol this
certification.

D

To the best of the contractor'sknowledge,the contractor has one or more alfillates, and each alfiliate has not made sales deliveredby
any means to locationswithin New York State of tangible personalproperty or taxable services having a cumulativevalue In excessof
$300,000 during the four sales tax quarters which immediatelyprecedethe sales tax quarter in which this certificationIs made.

Section 3 -

Subcontractor registration status

D

The contractordoes not have any subcontractors.

D

To the best of the contractor'sknowledge,the contractor has one or more subcontractorshaving made sales deliveredby any means to
locationswithin New YorkState of tangible personalproperty or taxableservices having a cumulativevalue In excess of $300,000during
the four sales tax quarters which immediatelyprecede the sales tax quarter In which this certification Is made, and each subcontractor
exceedingthe $300,000cumulativesales thresholdduring such quarters is registeredto collect New York State and local sales and
compensatinguse taxes with the Commissionerof Taxationand Financepursuant to sections 1134 and 1253 of the Tax Law.The
contractor has listed each subcontractorexceedingthe $300,000cumulativesales thresholdduring such quarters on ScheduleA of this
certification.

D

To the best of the contractor'sknowledge,the contractor has one or more subcontractors,and each subcontractorhas not made sales
delivered by any means to locationswithin New YorkState of tangible personalproperty or taxable services having a cumulativevalue in
excess of $300,000 during the four sales tax quarters which Immediatelyprecede the sales tax quarter in which this certificationis made.

Sworn to this_day

of ______

, 20 __

(sign before a notary public)

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ST-220-TD(6/06) Page 3 of 4

Schedule A - Listing of each person (contractor, affiliate, or subcontractor) exceeding $300,000
cumulative sales threshold
list the contractor,or affiliate,or subcontractorin ScheduleA only if such personexceededthe S300,000cumulativesales thresholdduring
the specified sales tax quarters See directions below. For more Information,see Publication223.

I=
A

B
Name

0
Fedora!10 Number

C
Addruss

F
E
Salos Tax ID Number Registration

lnP"'9'11S1

Column A - Enter C in column A if the contractor;A if an affiliate of the contraclor; or S if a subcontractor.
Column B - Name - If person Is a corporation or limited liability company,enter the exact legal name as registeredwith the NY Department
of State, if applicable.II person Is a partnershipor sole proprietor,enter the name of the partnership and each partner's given
name, or the given name(s) of the owner(s),as applicable.If person has a different OBA (doing business as) name, enter that
name as well.
Column C - Address - Enter the street address of person'sprincipal place of business.Do not enter a PO box.
Column D - ID number - Enter the federal employeridentificationnumber (EIN) assignedto the person or person'sbusiness,as applicable.If
the person Is an individual, enter the social security number ol that person.
Column E - Sales tax ID number· Enter only if differentfrom federal EIN in column D.
Column F - If applicable,enter an X if the person has submittedForm DTF-17to the Tax Departmentbut has not receivedits certificateof
authority as of the date of this certification.

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Page 4 of 4

ST-220-TO(6/06)

Individual, Corporation, Partnership, or LLC Acknowledgment
STATE OF

SS.:
COUNTY OF
On the_

day of ______

In the year 20-,

before me personally appeared-------------

known to me to be the person who executed the foregoing instrument, who, being duly sworn by me did depose and say that
_he resides at __________________________
_
Town of __________________________

_

County of _________________________
State of _________

_

; and further that:

[Mark an X in the appropriate box and complete the accompanying statement.]

D

{If an individual): _he executed the foregoing Instrument in his/her name and on his/her own behalf.

D

(If a corporation): _he is the ________________________________

_

of _____________
, the corporation described in said Instrument; that, by authority of the Board
of Directors of said corporation, _he is authorized to execute the foregoing instrument on behalf of the corporation for
purposes set forth therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on
behalf of said corporation as the act and deed of said corporation.

D

(If a partnership): _he is a ________________________________

_

of _____________
, the partnership described in said instrument; that, by the terms of said
partnership, _he is authorized to execute the foregoing instrument on behalf of the partnership for purposes set forth
therein; and that, pursuant to that authority, _he executed the foregoing instrument in the name of and on behalf of said
partnership as the act and deed of said partnership.

D

(If a limited liability company): _he is a duly authorized member of ___________________
_
LLC, the limited liability company described in said instrument; that _he is authorized to execute the foregoing Instrument
on behalf of the limited liability company for purposes set forth therein; and that, pursuant to that authority, _he executed
the foregoing Instrument In the name of and on behalf of said limited liability company as the act and deed of said limited
liability company.

Notary Public
Registration No. _____________

New York DMV

_

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APPENDIX-D: ST-220-CA CONTRACTOR CERTIFICATION TO COVERED
AGENCY

4

New York Slalo Dgpartmont of Taxation and Finance

ST-220-CA

Contractor Certification to Covered Agency

(6/06)

{Pursuantto Section 5-a of the Tax Law,as amended,effectiveApril 26, 2006)

For information, consult Publication 223, Questions and Answers Concerning Tax Law Section 5-a (see Need Help? on back).

Forcoveredagencyuse only

Contractor name

~~......,.-,----~-~---------~-------~~----~~~--1Contradnumberordescription
Gontractor·sprincipal place of business

City

State

LIP code

Contractor's mailing address /K dillarent than abo\.,)

IContractor's sales tax ID number,~

-=-~......,.-..,..,,--.,---,--....,..,-.....,.,"'""".,,...-......,.---,=.,.,...-r=---c---,......,.-.,-.,....-=--,-----------1including
Contractor's federal employer identification number (EIN)
Contractor's telephone number

dnterent """

contracto~, ElN)

Estimatedcon/Tadvalueover
the fulltermof contrad(butnot
renewals)

s

I

Covered agency name

Coveredagencytelephonenumber

Covered agency address

I, _____________

, hereby affirm, under penalty of perjury,that I am
(name)

(title)

of the above-namedcontractor,that I am authorizedto make this certification on behalf of such contractor,and I further certify
that:
(Markan X in only one box)

D

The contractorhas filed Form ST-220-TDwith the Departmentof Taxationand Financein connectionwith this contractand, to the best of
contractor'sknowledge,the informationprovidedon the Form ST-220-TD,Is correctand complete.

D

The contractorhas previouslyfiled FormST-220-TDwith the Tax Departmentin connectionwith -----------,---(insertcontractnumberor description)
and,to the best of the contractor'sknowledge,the informationprovidedon that previouslyfiled Form ST-220-TD,is correctand complete
as of the current date,and thus the contractoris not requiredto file a new Form ST-220-TDat this time.

Sworn to this_day

of _______

, 20 __

(signbeforea notarypublic)

(tide)

Instructions
General information
Tax Law section 5-a was amended, effective April 26, 2006. On or
after that date, in all cases where a contract is subject to Tax Law
section 5-a, a contractor must file (1) Form ST-220-CA, Contractor
Certificationto CoveredAgency.with a covered agency, and
(2) Form ST-220-TD with the Tax Department before a contract
may take effect. The circumstances when a contract is subject to
section 5-a are listed in Publication 223, O&A 3. This publication is
available on our Web site, by fax, or by mail. (See Need help? for
more information on how to obtain this publication.) In addition, a
contractor must file a new Form ST-220-CA with a covered agency
before an existing contract with such agency may be renewed.
If you have questions, please call our information center at
1 800 698-2931.

Note: Form ST-220-CA must be signed by a person authorized to make
the certification on behalf of the contractor, and the acknowledgement
on page 2 of this form must be completed before a notary public.

When to complete this form
As set forth in Publication 223, a contract is subject to section 5-a, and
you must make the required certttication(s), if:

i. The procuring entity is a covered agency within the meaning of the
statute (see Publication 223, Q&A 5);

ii. The contractor is a contradorwithin the meaning of the statute (see
Publication 223, O&A 6); and
iii. The contract is a contractwithin the meaning of the statute. This is
the case when it (a) has a value in excess of $100,000 and (bl is a
contract for commoditiesor services, as such terms are defined for
purposes of the statute (see Publication 223, Q&A 8 and 9).
Furthermore, the procuring entity must have begun the solicitation to
purchase on or after January 1, 2005, and the resulting contract must
have been awarded, amended, extended, renewed, or assigned on or
after April26, 2006 (the effective date of the section 5-a amendments).

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Page 2 of 2 ST-220-CA(6/06)
Individual, Corporation, Partnership, or LLC Acknowledgment
STATEOF
SS.:
COUNTYOF
On the-

day of ______

in the year 20-,

beforeme personallyappeareU-------------

knownto me to be the personwho executedthe foregoinginstrument,who, being duly sworn by me did depose and say that
_he residesat ___________________________
_
Townof _________________________

_

Countyof _______________________
State of ________

_

_,·and furtherthat:

[Mark an X in the appropriatebox and completethe accompanyingstatement.]

D

(If an individual):_he executedthe foregoinginstrumentin his/hername and on hisn,erown behalf.

D

(If a corporation):_he is the______________________________

_

of_____________
, the corporationdescribedin said instrument;that, by authorityof the Board
of Directorsof said corporation,_he is authorizedto executethe foregoinginstrumenton behalfof the corporationfor
purposesset forth therein;and that, pursuantto that authority,_he executedthe foregoinginstrumentin the name of and on
behalf of said corporationas the act and deed of said corporation.

D

(If a partnership):_he is a ______________________________

_

of_____________
, the partnershipdescribedin said instrument;that, by the terms of said
partnership,_he is authorizedto executethe foregoinginstrumenton behalf of the partnershipfor purposesset forth
therein;and that, pursuantto that authority,_he executedthe foregoinginstrumentin the name of and on behalf of said
partnershipas the act and deed of said partnership.

D

(If a limited liabilitycompany):_he is a duly authorizedmemberof _________________
,
LLC, the limited liabilitycompanydescribedin said instrument;that _he is authorizedto executethe foregoinginstrument
on behalf of the limited liabilitycompanyfor purposesset forth therein;and that. pursuantto that authority,_he executed
the foregoingInstrumentin the name of and on behalfof said limitedliabilitycompanyas the act and deed of said limited
liability company.

Notary Public
RegistrationNo.

Need help?
liii1 Internetaccess:www.nystax
.gov

PrivacynotHicallon

~

The Corrvnlsslonero!Taxalon and Financemay colect and maintain personal
lnlormalon pursuant lo the New YorkStatoTax Law, lncuding bul not imlfQd to,
sectla,s 5·n. 171, 171-a,287,308,429,475,505,697, 1096, 1142,and 1415
ol thal Law; and may require r:isdosure of social SIIO.Jrilynurnborspursuantto

~

1 BOO748-3676

1 BOO698-2931
1 BOO462-8100
(51B) 485-6800

Hearingand speechimpaired(telecommunications
devicefor the deaf (TDD)callers only):

1 BOO634-2110

a

This lnlormalon wil be used to detormln<1and admvllsler tax llabilles and, when
authorizedby law, for cortain tax ottmt and exchangeof tax lrtormaUonprogramsas
wel as for any othor lowtJI purposo.
Informationconcomlng quartorly wagos paid to omployeosIs provided to certain
stall! ogonclos for purpo,;esof fraud prevention,support enforcomont,evaluatlai ol
tho ettectlVllnesaof cortain employmentand training programsand other purposoo
authorizedby law.
Falun>to provide Ile roqLirad1.-.ormatlonmay &Li:Jj9Cl
you to dvil or criminal ponaltles,
or both, under tho Tax Law.

New York DMV

Fax-on-demand
forms:

Telephoneassistanceis availablefrom
B·OOA.M. to 5:00 P.M.(easterntine),
Mondaythroug, Friday
To orderforms and pubications:
Fromareas outsidethe U.S.and outsideCanada:

.,.

42 USC 405(c)(2)(CJ~).

Thi• lnlormalon Is malntolnodby tho Dlnactorof Ra::ordsManagemontand Dato
Entry, NYSTax Deportmon~WA Harriman Campus.Albany NY 12227; fQlophono
1 BOO225-6829.From areasout&ido119UnlfQdStalasand ol.Csido
Canada,call
(518)485-6800.

(for nformation.forms,and publications)

L

Personswithdisabilities:In compliancewith the
Americanswith DisabiitiesAct. we willensurethat our lobbies,
'-"
offices.meetingrooms,and otherfacilitiesare accessibleto
If youhavequestionsaboutspecial
personswithdisabil1ies.
accommodations
forpersonswithdisabiities,pleasecall 1 800972-1233.

'5\

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APPENDIX-E: CONTRACTOR REQUIREMENTS AND PROCEDURES FOR BUSINESS
PARTICIPATION OPPORTUNITIES FOR NEW YORK STATE CERTIFIED MINORITY
AND WOMEN-OWNED BUSINESS ENTERPRISES, AND EQUAL EMPLOYMENT
OPPORTUNITIES FOR MINORITY GROUP MEMBERS AND WOMEN
(MWBE, v. 2-10-12)

I. Introduction:
New York's Statewide Certified MWBE Program (Program) serves to ameliorate the significant
disparities between the level of participation of MWBE's in state procurement contracting, versus the
number of certified minority-and women-owned business enterprises (MWBE's) that are ready, willing
and able to participate in state procurements.
In order to comply with New York State Executive Law Article 15-A ("Participation by Minority Croup
Members and Women with Respect to State Contracts"), Article 15 (the "Human Rights Law"), and 5
NYCRR Parts 142-144 ("MWBE Regulations"), for all State contracts as defined therein, and to
facilitate the implementation and operation of the Program, State agencies are required to establish goals
for maximizing participation of New York State MWBE's and the employment of minority group
members and women in the performance of New York State contracts.

This Section articulates DMV's goals for promoting such opportunities.

Bidder/Contractor acknowledges that its failure to comply with the following provisions may
result in a finding of non-responsiveness, non-responsibility, and/or breach of Contract, which
may result in the withholding of payment, suspension or termination of the Contract, or such
other actions or enforcement proceedings provided herein or permitted by Law.
II.
Business Participation Opportunities for MWBEs:
DMV hereby establishes an overall goal of 22% for MWBE participation, 11% for Minority-Owned
Business Enterprises (MBE) participation, and 11% for Women-Owned Business Enterprises (WBE)
participation (based on the current availability of qualified MBE's and WBE's). Contractor must
document good faith efforts to provide meaningful participation by MWBE's as subcontractors or
suppliers in the performance of the Contract, and Contractor agrees that DMV may withhold payment
pending receipt of the required MWBE documentation.

The
directory
of
New
York
http://www.esd.ny.gov/mwbe.htrnl.

State

Certified

MWBE's

can

be

viewed

at:

For guidance on how DMV will determine a Contractor's "good faith efforts," refer to 5 NYCRR
§142.8.

D) Liquidated Damages:
In accordance with 5 NYCRR § 142.13, Contractor acknowledges that its willful and intentional
failure to comply with the MWBE participation goals set forth in the Contract will constitute a
material breach of Contract for which DMV may withhold payment from the Contractor as
liquidated damages for such breach.

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Such liquidated damages shall be calculated as an amount equal to the difference between (1) all
sums identified for payment to MWBE's had the Contractor achieved the contractual MWBE goals,
and (2) all sums actually paid to MWBE's for work performed or materials supplied under the
Contract.

E) MWBE Utilization Plan:
The Bidder to whom a contract is awarded (Contractor) must submit a MWBE Utilization Plan, upon
execution of the Contract. At all times during the performance of the Contract, Contractor must
make good faith efforts to utilize MBE's and WBE's identified in its MWBE Utilization Plan.
DMV may disqualify
circumstances:

a Bidder/Contractor

as being non-responsive,

under the following

a) Bidder/Contractor fails to submit a MWBE Utilization Plan;
b) Bidder/Contractor fails to submit a written remedy to a notice of deficiency;
c) Bidder/Contractor fails totimely submit a request for waiver; or
d) DMV determines that the Bidder/Contractor has failed to document good faith efforts.
Any modifications or changes to the MWBE Utilization Plan made during the term of the Contract
must be promptly reported, and such modifications or changes will be subject to DMV's approval.
DMV will review the submitted MWBE Utilization Plan and advise the Contractor of DMV's
acceptance, or issue a notice of deficiency within 30 days of receipt.
1. MWBE Waiver Request: Contractor may submit requests for a partial or total waiver of
established goal requirements, at any time during the term of the Contract, prior to issuance of
final payment on the Contract. If a notice of deficiency is issued, Contractor must respond to the
notice of deficiency within seven (7) business days of receipt by submitting to DMV a written
remedy that addresses each deficiency contained in the notice of deficiency. If the written
remedy that is submitted is not timely or is found by DMV to be inadequate, DMV shall notify
Contractor and direct Contractor to re-submit a revised remedy, within five (5) business days.
Failure to request the waiver in a timely manner may be grounds for rejection of the request.
2. Contractor's Quarterly Workforce Employment Utilization Report ("Workforce Report"):
Contractors are required to submit to DMV, by the 10th day following the end of each quarter
during the term of the Contract, a Workforce Report. Such reports document Contractor's
progress made toward achieving the MWBE goals for the Contract. The Workforce Report must
document any changes to the "Bid Staffing Plan" that Contractor submitted with its Bid (See,
below).

Contractor must submit separate reports for Contractor and any subcontractor performing work
on the Contract. In limited instances, Contractor may not be able to separate out the workforce
utilized in the performance of the Contract from Contractor's and/or any subcontractor's total
workforce. When a separation can be made, Contractor must submit the Workforce Report and
indicate that the information provided related to the actual workforce utilized on the Contract.
When the workforce to be utilized on the Contract cannot be separated out from Contractor's
and/or a subcontractor's total workforce, Contractor must submit the Workforce Report and
indicate that the information provided is Contractor's total workforce during the subject time
frame, not limited to work specifically under the Contract.

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III.
Equal Employment Opportunity Requirements:
NOTE: The following requirements do not apply to (a) work, goods, or services unrelated to the
Contract; or (b) employment outside New York State.
Contractor must ensure that Contractor and its subcontractors undertake or continue programs 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
requirement shall apply to any subcontractors to whom Contractor awards a subcontract for goods or
services related to the Contract, valued at over $25,000 for the construction, demolition, replacement,
major repair, renovation, planning or design of real property and improvements thereon (except where
such subcontract is solely for the beneficial use of the Contractor).
•

For these purposes, "equal opportunity" must be provided in the areas of recruitment,
employment, job assignment, promotion, upgrading, demotion, transfer, layoff, termination, and
rates of pay, or other forms of compensation.
E) MWBE Form-1, Contractor's EEO Policy Statement: Contractor must execute and submit
MWBE Form-1 (attached hereto), as its EEO policy statement, within seventy-two (72) hours after
DMV issues written notice of award of the Contract to the Contractor.

F) Bid Staffing Plan: Bidder must submit with its proposal a Bid Staffing Plan that identifies
the anticipated work force to be utilized on the Contract by specified categories, including
ethnic background, gender, and Federal occupational categories. Upon DMV's request,
Contractor must promptly submit a workforce utilization report that identifies the workforce
actually utilized in the performance of the Contract.
G) Non-Discrimination: Contractor agrees that it will not discriminate against any employee or
applicant for employment because of race, creed (religion), color, sex, national origin, sexual
orientation, military status, age, disability, predisposing genetic characteristic, marital status
or domestic violence victim status, and shall also follow the requirements of the Human
Rights Law with regard to non-discrimination on the basis of prior criminal conviction and
prior arrest; and Contractor shall take reasonable steps to ensure that its subcontractors
comport with such non-discrimination provisions during the term of the Contract. Contractor
acknowledges that it understands and shall comply with such requirements above, and these
provisions shall be deemed supplementary to, and not in lieu of, the nondiscrimination
provisions provided by New York State Executive Law Article 15 (the "Human Rights
Law") or other applicable federal, state or local laws.

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MWBE Form-1: MINORITYAND WOMEN-OWNEDBUSINESS ENTERPRISES- EQUAL
EMPLOYMENTOPPORTUNITYPOLICY STATEMENT
M/WBE AND EEO POLICY STATEMENT
agree to
, the (awardee/contractor) _________
I, _____________
adopt the following policies with respect to the project being developed or services rendered at

EJ

This organization will and will cause its
contractors and subcontractors to take good
faith actions to achieve the M/WBE contract
participations goals set by the State for that area in which the
State-funded project is located, by taking the following steps:
(I)

(2)
(3)

(4)

(5)

(6)

Actively and affirmatively solicit bids for contracts
and subcontracts from qualified State certified
MBEs or WBEs, including solicitations to M/WBE
contractor associations.
Request a list of State-certified M/WBEs from
AGENCY and solicit bids from them directly.
Ensure that plans, specifications, request for
proposals and other documents used to secure bids
will be made available in sufficient time for review
by prospective M/WBEs.
Where feasible, divide the work into smaller
portions to enhanced participations by M/WBEs
and encourage the formation of joint venture and
other partnerships among M/WBE contractors to
enhance their participation.
Document and maintain records of bid solicitation,
including those to M/WBEs and the results thereof .
Contractor will also maintain records of actions that
its subcontractors have taken toward meeting
M/WBE contract participation goals.
Ensure that progress payments to M/WBEs are
made on a timely basis so that undue financial
hardship is avoided, and that bonding and other
credit requirements are waived or appropriate
alternatives developed to encourage M/WBE
participation.

Agreed to this _______

(a) This organization will not discriminate
against any employee or applicant for
employment because of race, creed, color,
national origin, sex, age, disability or marital status, will
undertake or continue existing programs of affirmative
action to ensure that minority group members are afforded
equal employment opportunities without discrimination, and
shall make and document its conscientious and active efforts
to employ and utilize minority group members and women
in its work force on state contracts.
(b)This organization shall state in all solicitation or
advertisements for employees that in the performance of the
State contract all qualified applicants will be afforded equal
employment opportunities without discrimination because of
race, creed, color, national origin, sex disability or marital
status.
(c) At the request of the contracting agency, this
organization shall request each employment agency, labor
union, or authorized representative will not discriminate on
the basis of race, creed, color, national origin, sex, age,
disability or marital status and that such union or
will affirmatively cooperate in the
representative
implementation of this organization's obligations herein.
(d) Contractor shall comply with the provisions of the
Human Rights Law, all other State and Federal statutory and
Contractor
constitutional non-discrimination provisions.
and subcontractors shall not discriminate against any
employee or applicant for employment because of race,
creed (religion), color, sex, national origin, sexual
orientation, military status, age, disability, predisposing
genetic characteristic, marital status or domestic violence
victim status, and shall also follow the requirements of the
Human Rights Law with regard to non-discrimination on the
basis of prior criminal conviction and prior arrest.
(e) This organization will include the provisions of sections
(a) through (d) of this agreement in every subcontract in
such a manner that the requirements of the subdivisions will
be binding upon each subcontractor as to work in connection
with the State contract.

day of ___________

_

By ________________________________
Print: ______________

New York DMV

_

, 2________

_

Title: ______________

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_______________
(Name of Designated Liaison)

is designated as the Minority Business Enterprise Liaison

responsible for administering the Minority and Women-Owned Business Enterprises- Equal Employment
Opportunity (M/WBE-EEO) program.

M/WBE Contract Goals
___

% Minority and Women's Business Enterprise Participation

___

% Minority Business Enterprise Participation

___

%Women's Business Enterprise Participation

EEO Contract Goals
___

% Minority Labor Force Participation

___

% Female Labor Force Participation

(Authorized Representative)

Title: _________________

_

Date: ____________________

New York DMV

_

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Appendix-F
NEW YORK STATE
DEPARTMENT OF MOTOR VEHICLES
STANDARD SECURITY CLAUSES
FOR SHARING DATA WITH EXTERNAL ENTITIES
(Revised 5/14/12)

The terms of this Appendix have been incorporated into an agreement between the New York
State Department of Motor Vehicles and the recipient of DMV data. The Parties to the Agreement
shall comply with the applicable provisions hereof, to the extent not superseded by federal law.

All data to which the recipient MorphoTrust ("Recipient") will be provided access by OMV is
proprietary to OMV. Such data shall hereinafter be referred to as "OMV data". Recipient will safeguard
all OMV data and resources to which it is granted access. Such safeguards must provide a level of
protection of OMV data which is at least equivalent to those provided under NYS Cyber-Security Policy
P03-002-V3.4, and comports with industry standards for such engagements.
1. Recipient agrees to limit its use of OMV data to the purpose for which it is provided hereunder,

and for no other purpose, unless expressly authorized to do so by OMV.
2. Recipient must protect OMV data that is in Recipient's possession, or under its control from
unauthorized access, disclosure, or dissemination.
3. DMV data includes information that is:
• provided by OMV which is marked "Confidential";
• defined as "Personal, Private and Sensitive Information" (PPSI);
• not expressly granted for public disclosure or dissemination;
• protected by law from disclosure or dissemination;
• concerning OMV' s infrastructure;
• pertinent to an ongoing investigation.
4. Recipient must not permit OMV data to be copied or shared with anyone outside of the
Recipient's organization, unless expressly authorized by OMV; and must limit access to, and use
of, OMV data to individuals who require access for the purpose fulfilling Recipient's obligations
arising under the terms of this Agreement.
5. Recipient must cooperate with OMV in the review of Recipient's data control processes
employed for the protection of OMV data.
6. In the event that Recipient confirms or suspects the unauthorized use or access of OMV data or
resources provided hereunder, Recipient agrees to promptly notify OMV's Information Security
Office, as follows:
a. by email: lnformationSecurity@dmv.ny.gov, or
b. by telephone: (518) 402-2676.

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7. Recipient acknowledges that it understands and must comply with laws concerning the loss,
misappropriation, compromise, or misuse of protected data provided hereunder, including:
a) the federal Driver's Privacy Protection Act of 1994 (DPPA) (18 U.S.C. §2721, et seq.), and
b) the New York State Information Security Breach and Notification Act (ISBNA) (General
Business Law, §899-aa; State Technology Law, §208).
8. In the event that the security of personal information is breached in violation of the ISBNA, from
a system maintained by Recipient, then the Recipient shall be responsible for providing notice of
breach to the person(s) to whom such information pertains. In the event that Recipient is
authorized to share such information with another entity, Recipient must hold its recipient
responsible for providing such notice. Prior approval from DMV is required before any
notifications are made to such persons.
9. Recipient must take appropriate measures to advise pertinent staff members, and its re-disclosure
recipients (if any), of the penalties associated with unauthorized access, use, or dissemination of
protected data.
10. Recipient's obligation of indemnification and holding harmless specified hereunder shall survive
the expiration of the Contract by termination or otherwise.

a) Recipient shall be solely responsible and answerable in damages for any and all accidents
and/or injuries to persons (including death) or property arising out of or related to the
services to be rendered by the Recipient or its subcontractors pursuant to this Agreement.
The Recipient shall indemnify and hold harmless the State and its officers and employees
from claims, suits, actions, damages and costs of every nature arising out of the provision of
services pursuant to this Agreement.
b) Recipient is an independent contractor and may neither hold itself out nor claim to be an
officer, employee or subdivision of the State of New York, nor make any claim, demand or
application to or for any right based upon any different status.
11. Recipient agrees to comply with DMVs instructions for the secure disposal of agreement-related
electronic or hard copy files in Recipient's possession upon expiration of the term of this
Agreement.
12. The following provisions apply to circumstances when Recipient or its subcontractors
make use ofresources provided by DMV:
A) Personal Computers (PCs): DMV-provided PCs must only be used for act1v1t1esrelated to
official assignments and/or job responsibilities. Users are responsible for the use, protection,
security and care of all New York State owned personal computers (PCs) and related equipment
assigned to them by DMV.

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OMV-provided PCs (including laptops, monitors, printers, hardware, peripherals, commercially
licensed software, files, programs, and data) are the property of DMV. DMV reserves the right to
access or audit PCs, storage drives and removable media, and the information contained therein.
Users must comply with the following restrictions when using DMV-provided PCs:
•
Protect against unauthorized access when the PC is left unattended by locking it, or
logging-off;
•
Log-off the PC at the end of the workday, to ensure that the power remains On;
•
Do not leave a laptop unattended or unsecured;
•
Do not move the PC or related equipment to another location without approval from your
manager/supervisor and DMV' s Information Technology Support Services.
•
Do not modify or repair any PC or related equipment without prior approval of DMV's
Information Technology Support Services.
•
Do not connect any hardware that is not expressly approved. Users must contact DMV's
Information Technology Support Services for a list of approved hardware.
B) Software: Only software that is approved by DMV's Information Technology Support Services
may be installed on OMV-provided computers. Users must abide by all software license
agreements. Non-work related software (e.g. games or music downloading programs) must not
be installed or used on DMV computers. Users must not install DMV-owned software or
programs on a non-DMV-owned computer, unless expressly approved by DMV's Information
Technology Support Services.
C) Internet: OMV-provided Internet access must only be used for activities related to official
assignments and/or job responsibilities. Users must employ reasonable precautions, including
safeguarding and changing passwords , to prevent the unauthorized use of their DMV provided
internet account by anyone else. Users must not access third-party internet service providers and
webmail accounts (e.g., checking a personal email account on AOL), unless expressly authorized
by the DMV's Information Security Office.
DMV filters websites for inappropriate content. Users must direct requests to unblock or block a
website to the DMV's Information Technology Support Services.
D) Network: Users must limit the use of DMV's network to activities related to official assignments
and/or job responsibilities .
E) Email: Users must limit the use of OMV-provided email accounts to activities related to official
assignments and/or job responsibilities.
13. Recipient agrees to continuing cooperation with DMV m response to developing security
vulnerabilities.

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AMENDMENT #1 of CONTRACT No. C000820
Between
NEW YORK STATE DEPARTMENT OF MOTOR VEHICLES
And
MORPHOTRUST USA, INC.
For
SHARING OF IMAGES BETWEEN MULTIPLE STATES
In the event of any conflict between the terms of this Amendment and those contained in State Contract
No. C000820 previously entered into by parties hereto, or any previously agreed to amendments thereof,
the terms of this Amendment shall be controlling.

This Amendment is made this
day of
, 2016, between the New York State Department of
Motor Vehicles , 6 Empire State Plaza, Contract Administration, Room 224 Albany, New York 12228
(hereinafter referred to as the "Department" or "DMV"), and MorphoTrust USA, Inc., 296 Concord Road, Suite
300, Billerica, MA O1821 (hereinafter referred to as the "Contractor"). This Amendment is subject to and shall
become effective upon execution by the New York State Office of the State Comptroller ("OSC ") . DMV and
Contractor shall collectively be referred to herein as the "Parties".
The Parties previou sly entered into a Contract for the maintenance and suppoti for DMV's Facial Recognition
System (FRS), referenced as State Contract No. C000820 (the "Contract"), which was executed by OSC on
December 2, 2014. For the purposes of this Amendment # 1, New York, New Jersey and Connecticut are
hereinafter referred to as the "Jurisdictions" referred to therein.
The Parties agree to amend Contract No. C000820, as follows:
1. Multi-State Commercial Driver's License (CDL) Facial Recognition Screening Project:
The Contractor will provide the goods and services as outlined in the Contractor's "Multi-State Commercial
Driver's License (CDL) Facial Recognition Screening Project" proposal dated February 11, 2016 (Contractor's
Proposal) , which is incorporated herein by reference. In the event of any conflict between the tenns of this
Amendment and those contained in the Contractor's Proposal, the terms of this Amendment shall be
controlling.

(A) Payments made to the Contractor
Four (4) milestone payments will be paid to the Contractor, upon DMV 's written acceptance of the work
completed as specified in the Milestone and upon the Contractor submitting a complete invoice to DMV
for such confonning deliverable. The milestones are outlined as follows:
1. Milestone # 1: Upon the Contractor's successful completion and DMV's written acceptance of:
one (1) project management plan, one ( l) project schedule, one (1) functional specification
document, and one (1) network/architecture/platform specification document , DMV will pay the
Contractor Fifty Thousand Dollars ($50,000.00), per jurisdiction , for a total of One-Hundred
Fifty Thousand Dollars ($150,000.00).
2. Milestone #2: Upon the Contractor's successful completion and DMV's written acceptance of:
three (3) interface control documents (one (1) for each jurisdiction), and three (3) jurisdictionspecific configuration guides (one ( 1) for each jurisdiction), DMV will pay the Contractor OneHundred Thousand Dollars ($100 ,000.00), per jurisdiction, for a total of Three-Hundred
Thousand Dollars ($300,000.00) .
3. Milestone #3: Upon .the Contractor's successful completion and DMV's written acceptance of:
three (3) Interstate CDL screening communications manager licenses (one (1) for each
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jurisdiction), and three (3) Interstate facial recognition screening and investigations licenses
( one ( 1) for each jurisdiction), OMV will pay the Contractor Three-hundred Fifty Thousand
Dollars ($350,000.00) , per jurisdiction, for a total of One Million Fifty Thousand Dollars
($1,050,000.00).
4. Milestone #4: Upon the Contractor's successful completion and DMV's written acceptance of:
three (3) on-site trainings (one (1) for each jurisdiction), and tlu·ee (3) End User documents (one
( l) for each jurisdiction) , OMV will pay the Contractor Two-Hundred Thousand Dollars
($200 ,000.00), per jurisdiction, for a total of Six-Hundred Thousand Dollars ($600,000.00).
Upon DMV's acceptance of Milestone #4, the Contractor will provide one (1) year of
maintenance for each jurisdiction for the CDL screening communications manager, and one (I)
year of maintenance for each jurisdiction for the interstate facial recognition investigations. In
New York only, the maintenance of COL Screening Communications manager and interstate
facial recognition investigations will extend for one (l) year or until the expiration of Contract
No. C000820, whichever is later.
5. Should OMV elect to extend Contract C000820 for one ( l) additional one-year tenn, as
provided for in Section 1.1 of the Contract, OMV may choose to purchase one ( l) year of
maintenance for the COL screening communications manager plus one (I) year of maintenance
for interstate facial recognition for Sixty-Eight Thousand Dollars ($68,000.00).

(B) Not To Exceed Pricing:
The total amount to be paid by OMV to the Contractor for all goods and services to be provided to all
three jurisdictions hereunder shall not exceed the sum of Two-Million One-Hundred Thousand Dollars
($2,100,000.00), excepting the additional year of maintenance provided for under Section 1.A.5 of this
Amendment. The cost for all goods and services provided per jurisdiction hereunder shall not exceed
the sum of Seven-Hundred Thousand Dollars ($700 ,000.00), excepting the additional year of
maintenance provided for under Section l .A.5 of this Amendment.
2. Maryland Participation:
The Contractor will provide the goods and services outlined in Appendix-I "Maryland Participation Proposal"
of the Contractor's Proposal. The Contractor will invoice Maryland directly for the deliverables associated with
this proposal. Additionally , the Maryland servers will be hosted by the Contractor.
3. Agreements Between Jurisdictions
Contractor acknowledges and understands that the provision of goods and services provided for herein to
the jurisdictions shall be dependent upon full execution of implementing agreements between OMV and
such jurisdictions.
4. Payment Terms:
Contractor will provide OMV with a detailed invoice for each Milestone, by Jurisdiction.
The State's preferred method for the submission of invoices is by e-mail, sent to the BSC at:
AccountsPayable@ogs.ny.gov.
•

PLEASE NOTE: Do not send a paper copy in addition to the electronic invoice.

As an alternate method for submitting invoices , Contractor may mail hard copy invoices to the BSC at the
following address:

Department of Motor Vehicles
2
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23000

Unit ID: 3700321
c/o NYS OGS Business Service Center
Building 5, 5th Floor
1220 Washington Ave.
Albany, NY 12226-1900
5. Appendix-A - "Standard Clauses for New York State Contracts:
Contractor shall comply with and be bound by the provisions of Appendix-A, "Standard Clauses for New York
State Contracts".
6. Summary of Policy and Prohibitions on Procurement Lobbying:
In order to facilitate transparency in the procurement process, and pursuant to NYS Procurement Lobbying
Law (State Finance Law §§ 139-j and 139-k), this solicitation imposes certain restrictions on communications
between DMV and an Offerer /Bidder made during the procurement process. An Offerer/Bidder is restricted to
communicating with designated DMV staff ("designated contacts"), during the portion of the procurement
process known as the "restricted period ". The restricted period runs from DMV 's earliest notice of its intent to
solicit offers, through award of the Procurement Contract by DMV, and where applicable, the final approval of
the Contract by the NYS Office of State Comptroller. Certain statutory exceptions are provided for in State
Finance Law§ 139-j(3)(a) .
When contacted during the restricted period , DMV staff members are required to document infonnation , about
the communication.
DMV must also make a detennination of the "responsibility" of the Offerer/Bidd er. Certain findings of nonresponsibility can result in rejection of the Offerer /Bidder for contract award. In the event of two findings of
non-responsibility made within a 4-year period , the Offerer /Bidder may be debarred from obtaining
govenunental Procurement Contracts.
Further infonnation about the NYS Procurement Lobbying Law can be obtained from the Office of General
Services Website, at:
http://www.o gs.state.n y. us/ aboutO gs/regulations / defaul tAd visoryCouncil. html.
DMV's Policy and Procedures concerning compliance with NYS Procurement Lobbying Law 1s attached
hereto as Appendix-B. Bidders must complete and submit Appendix B-1 with their bid.

7. Vendor Responsibility:
Prior to awarding a contract, DMV must evaluate infonnation provided in the Vendor Responsibility
Questionnaire which must be completed by each bidder. Bidders are invited to file the required Vendor
Responsibility Questionnaire online, via the New York State VendRep System. Bidders may elect to submit a
completed hard-copy questionnaire , in lieu of using this electronic fo1mat.
To enroll in and use the New York State VendRep System, bidders should refer to the VendRep System
Instructions available at www.osc .state.ny.us /vendrep. or they may access the VendRep System online , at
https ://portal.osc.state.ny.us. For assistance using the VendRep System, bidders may contact the OSC Help
Desk at 866-370-4672 or 518-408-4672 , or by email at helpdesk@osc.state.ny.us. Bidders electing to file a
hard-copy
questionnaire
can
obtain
the
questionnaire
form
at
the
VendRep
website
(www.osc .state.ny.us /vendrep) , or they may contact DMV or the Office of the State Comptroller to obtain a
copy.

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DMV reserves the right to verify all infonnation provided by the bidder to whom an award of contract is made.
DMV reserves the right to disqualify a Bidder /Contractor as "not- responsible", in the event that the
Bidder /Contractor has intentionally provided false or incomplete infonnation, or has intentionally failed to
disclose pertinent information. DMV reserves the right to make continuing responsibility detenninations at any
time during the tenn of the Contract.
The Contractor shall at all times during the Contract tenn remain responsible. The Contractor agrees, if
requested by the Commissioner or his or her designee, to present evidence of its continuing legal authority to
do business in New York State, integrity , experience , ability, prior perfonnance, and organizational and
financial capacity.

Suspension of Work (for Non-Responsibility): The Commissioner or his or her designee, in his or her sole
discretion, reserves the right to suspend any or all activities under this Contract, at any time, when he or she
discovers information that calls into question the responsibility of the Contractor. In the event of such
suspension , the Contractor will be given written notice outlining the particulars of such suspension. Upon
issuance of such notice, the Contractor must comply with the tenns of the suspension order. Contract activity
may resume at such time as Commissioner or his or her designee issues a written notice authorizing the
resumption of perfonnance under the Contract.
Termination (for Non-Responsibility): Upon written notice to the Contractor, and a reasonable opportunity
to be heard with appropriate DMV officials or staff, the Contract may be tenninated by Commissioner or his or
her designee at the Contractor's expense where the Contractor is detennined by Commissioner or his or her
designee to be non-responsible. In such event, Commissioner or his or her designee may complete the
contractual requirements in any manner he or she may deem advisable and pursue available legal or equitable
remedies for breach.
8. All Other Terms:
All other tenns of the original Contract as heretofore amended shall remain unchanged and in full force and
effect, excepting those that are in conflict with the tenns of this Amendment.

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to the Contract by their duly
authori zed officers or officials.

MORPHOTRUST USA, INC.

NYS DEPARTMENT OF MOTOR
VEHICLES

By,
rM

E)izabethCoalts
Contract Manag er
NYS Dept. of MotorVehicl es

(Please Sign Here)

(Please Print Nam e)

(Please Print Name)

tGO

Cp,I~ ~i

Date :

DiP

1--1

I

I

UJli;J

Date:

/

(mml dd/yyyy)
Affin Corpo:ate Seal Here:
[

'-5

I

I

(,nm/dd/yyyy)

OFFICE OF NYS ATTORNEY GENERAL
B½

l(o

OFFICE OF NYS COMPTROLLER
B½

(Please Sign Here)

(Pl ease Print Name)

(Plea

Prin Name)

AUG11 2016

(Title)

FO
~
--

------

STATECOMPTR
OLLER

I

(mm/dd/yyyy)

--

Notarization of Contractor's Signature:
STATE OF

MtuS'c«.~
f

•I .

n, I

COUNTY OF YY'vl
dCl u t"-'Y

)
)SS.:
)

came
i£oBE£r~('$..-l__,
' to me known who being duly sworn, did depose and say that he resides in
ANvOVE'..<...
that he is the
C~D
ofMORPHOTRUST USA,
INC ., the corporation d'escribed in and which executed the foregoing instrument; that he knew the seal of said corporation;
that the seal affixed to said instrument was such corporate seal; that it was so affixed by the order of the Board of
Directo s of said corporation, and that he signed his name thereto by like orsfer.

On this
2..1
--------~-

day of

MA

0 it/'£

, 20-42,before me personally

;

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II

APPENDIX-A: STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS
(January 2014)

TABLE OF CONTENTS
I.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
2 1.
22 .
23.
24.
25.
26.

Executory Clause
Non-Ass ig nment Clause
Comptroll er's Approval
Workers' Com pensation Benefits
Non-Discrimination Requir ements
Wage and Hours Provisions
Non-Collusive Bidding Ce rtification
International Boycott Prohibition
Set-Off Rights
Records
Identifying Informati on and Priva cy Notification
Equal Employment Opportunities for Minoritie s and Women
Con flicting Tenns
Governing Law
Late Payment
No Arbitration
Service of Process
Prohibition on Purchase of Tropical Hard woods
MacBr ide Fair Employment Principles
Omnibus Procurement Act of 1992
Reciprocity and Sanctions Provisions
Complian ce with New York State Inform ation Security Breach and Notification Ac t
Complian ce with Consultant Disclosure Law
Procureme nt Lobbying
Certifica tion of Registration to Co llect Sales and Comp ensati ng Use Tax by Certain
State Contractor s, Affiliates and Subcontra ctors
Iran Divestment Act

ST AND ARD CLAUSES FOR NYS CONTRACTS

The parti es to the attached contract , license , lease , amendment or other agreement of any kind (hereinafter, "the
contract" or "this contract") agree to be bound by the following clauses which are hereby made a part of the
contract (the word "Contractor" herein refer s to any party other than the State, whether a contractor, licenser ,
licensee, lessor, les see or any other party):
1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall hav e no
liability under this contract to the Contractor or to anyone else beyond funds appropriated and available for thi s
contract.
2. NON-ASSIGNMENT CLAUSE . In accordance with Section 138 of the State Finance Law, this contract
may not be assigned by the Contractor or its right, title or interest therein assigned, transfe1Ted,conveyed, sublet
or otherwise disposed of without the State's previous written consent, and attempts to do so are null and void.
Notwith standing the foregoing, such prior written consent of an ass ignment of a contract let pursuant to Article
XI of the State Finance Law may be waived at the discretion of the contracting agency and with the concurrence
of the State Comptroller where the original contract was subject to the State Comptroller's approval , where the
assigmnent is due to a reorgani zation, merger or consolidation of the Contractor's busine ss entity or enterprise.
The State retains its right to approve an assigmnent and to require that any Contractor demonstrate its
responsibility to do business with the State. The Contractor may , howev er, assign its right to receive payment s
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without the State's prior written consent unless this contract concerns Certificates of Participation pursuant to
Article 5-A of the State Finance Law.

3. COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance Law (or, if this
contract is with the State University or City University of New York, Section 355 or Section 6218 of the
Education Law), if this contract exceeds $50,000 (or the minimum thresholds agreed to by the Office of the
State Comptroller for certain S.U.N .Y. and C.U.N.Y. contracts), or if this is an amendment for any amount to a
contract which, as so amended, exceeds said statutory amount , or if, by this contract, the State agrees to give
something other than money when the value or reasonably estimated value of such consideration exceeds
$10,000, it shall not be valid, effective or binding upon the State until it has been approved by the State
Comptroller and filed in his office. Comptroller's approval of contracts let by the Office of General Services is
required when such contracts exceed $85,000 (State Finance Law Section 163.6-a). However, such pre-approval
shall not be required for any contract established as a centralized contract through the Office of General
Services or for a purchase order or other transaction issued under such centralized contract.
4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance Law,
this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage
during the life of this contract for the benefit of such employees as are required to be covered by the provisions
of the Workers' Compensation Law.
5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law
(also known as the Human Rights Law) and all other State and Federal statutory and constitutional nondiscrimination provisions , the Contractor will not discriminate against any employee or applicant for
employment because of race, creed, color, sex (including gender identity or expression), national origin , sexual
orientation, military status, age, disability , predisposing genetic characteristics, marital status or domestic
violence victim status. Furthennore, in accordance with Section 220-e of the Labor Law, if this is a contract for
the construction, alteration or repair of any public building or public work or for the manufacture , sale or
distribution of materials, equipment or supplies , and to the extent that this contract shall be perfonned within
the State of New York, Contractor agrees that neither it nor its subcontractors shall , by reason of race, creed ,
color, disability , sex, or national origin: (a) discriminate in hiring against any New York State citizen who is
qualified and available to perfonn the work; or (b) discriminate against or intimidate any employee hired for the
performance of work under this contract. If this is a building service contract as defined in Section 230 of the
Labor Law, then, in accordance with Section 239 thereof , Contractor agrees that neither it nor its subcontractors
shall by reason ofrace, creed , color , national origin , age, sex or disability : (a) discriminate in hiring against any
New York State citizen who is qualified and available to perfonn the work; or (b) discriminate against or
intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of
$50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible tennination of
this contract and forfeiture of all moneys due hereunder for a second or subsequent violation .
6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the Labor
Law or a building service contract covered by Article 9 thereof , neither Contractor's employees nor the
employees of its subcontractors may be required or pennitted to work more than the number of hours or days
stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and
supplement schedules issued by the State Labor Department. Furthennore, Contractor and its subcontractors
must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium
rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law .
Additionally, effective April 28, 2008, if this is a public work contract covered by Article 8 of the Labor Law,
the Contractor understands and agrees that the filing of payrolls in a manner consistent with Subdivision 3-a of

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Section 220 of the Labor Law shall be a condition precedent to payment by the State of any State approved
sums due and owing for work done upon the project.
7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the State Finance
Law, if this contract was awarded based upon the submission of bids, Contractor affirms, under penalty of
perjury, that its bid was arrived at independently and without collusion aimed at restricting competition.
Contractor further affinns that, at the time Contractor submitted its bid, an authori zed and responsible person
executed and delivered to the State a non- collusive bidding certification on Contractor's behalf.

8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law
and Section 139-h of the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material
condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, finn ,
partnership or corporation has participated, is pa11icipating, or shall participate in an international boycott in
violation of the federal Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations
thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor , is convicted or is otherwise found
to have violated said laws or regulations upon the final detennination of the United States Commerce
Department or any other appropriate agency of the United States subsequent to the contract's execution, such
contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify
the State Comptroller within five (5) business days of such conviction, detennination or disposition of appeal
(2NYCRR 105.4).
9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off.
These rights shall include, but not be limited to, the State's option to withhold for the purposes of set-off any
moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to
this contract, any other contract with any State department or agency, including any contract for a tenn
commencing prior to the term of this contract, plus any amounts due and owing to the State for any other reason
including, without limitation , tax delinquencies, fee delinquencies or monetary penalties relative thereto. The
State shall exercise its set-off rights in accordance with nonnal State practices including, in cases of set-off
pursuant to an audit, the finali zation of such audit by the State agency, its representatives, or the State
Comptroller.
10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records,
documents, accounts and other evidence directly pertinent to perfonnance under this contract (hereinafter,
collectively, "the Records"). The Records must be kept for the balance of the calendar year in which they were
made and for six (6) additional years thereafter. The State Comptroller, the Attorney General and any other
person or entity authorized to conduct an examination, as well as the agency or agencies involved in this
contract, shall have access to the Records during n01mal business hours at an office of the Contractor within the
State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the
State, for the tenn specified above for the purposes of inspection, auditing and copying. The State shall take
reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under
Section 87 of the Public Officers Law (the "Statute") provided that: (i) the Contractor shall timely infonn an
appropriate State official, in writing, that said records should not be disclosed; and (ii) said records shall be
sufficiently identified; and (iii) designation of said records as exempt under the Statute is reasonable. Nothing
contained herein shall diminish, or in any way adversely affect, the State's right to discovery in any pending or
future litigation.
11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. (a) Identification Number(s).
Every invoice or New York State Claim for Payment submitted to a New York State agency by a payee, for
payment for the sale of goods or services or for transactions ( e.g., leases, easements, licenses, etc.) related to
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real or personal prope11y must include the payee's identification number. The number is any or all of the
following: (i) the payee's Federal employer identification number , (ii) the payee 's Federal social security
number, and/o r (iii) the payee's Vendor Identification Number assigned by the Statewide Financial System.
Failure to include such number or numbers may delay payment. Where the payee does not have such number or
numbers, the payee, on its invoice or Claim for Payment , must give the reason or reasons why the payee does
not have such number or numbers. (b) Privacy Notification. (I) The authority to request the above personal
infonnation from a seller of goods or services or a lessor of real or personal property, and the authority to
maintain such infonnation , is found in Section 5 of the State Tax Law. Disclosure of this infonnation by the
seller or lessor to the State is mandatory. The principal purpose for which the infonnation is collected is to
enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or
may have understated their tax liabilities and to generally identify persons affected by the taxes administered by
the Commissioner of Taxation and Finance. The information will be used for tax administration purposes and
for any other purpose authorized by law. (2) The personal information is requested by the purchasing unit of the
agency contracting to purchase the goods or services or lease the real or personal prope11y covered by this
contract or lease. The information is maintained in the Statewide Financial System by the Vendor Management
Unit within the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street, Albany , New
York 12236.

12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance
with Section 312 of the Executive Law and 5 NYCRR 143, if this contract is: (i) a written agreement or
purchase order instrument , providing for a total expenditure in excess of $25,000.00 whereby a contracting
agency is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials
or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting agency; or
(ii) a written agreement in excess of $100,000.00 whereby a contracting agency is committed to expend or does
expend funds for the acquisition, construction , demolition, replacement , major repair or renovation of real
property and improvements thereon; or (iii) a written agreement in excess of $100,000.00 whereby the owner of
a State assisted housing project is committed to expend or does expend funds for the acquisition, construction,
demolition , replacement, major repair or renovation of real property and improvements thereon for such
project, then the following shall apply and by signing this agreement the Contractor certifies and affirms that it
is Contractor's equal employment opportunity policy that:
(a) The Contractor will not discriminate against employees or applicants for employment because of race,
creed , color, national origin, sex, age, disability or marital status, shall make and document its conscientious
and active efforts to employ and utilize minority group members and women in its work force on State contracts
and will undertake or continue existing programs of affirmative action to ensure that minority group members
and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean
recruitment , employment, job assignment, promotion, upgradings, demotion , transfer, layoff, or termination and
rates of pay or other fonns of compensation;
(b) at the request of the contracting agency, the Contractor 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 Contractor's obligations
herein; and
( c) the Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of
the State 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.
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Contractor will include the provisions of "a", "b", and "c" above, in every subcontract over $25,000.00 for the
construction, demolition , replacement, major repair, renovation, planning or design of real property and
improvements thereon (the "Work") except where the Work is for the beneficial use of the Contractor. Section
312 does not apply to: (i) work, goods or services unrelated to this contract; or (ii) employment outside New
York State. The State shall consider compliance by a contractor or subcontractor with the requirements of any
federal law concerning equal employment opportunity which effectuates the purpose of this section. The
contracting agency shall detennine whether the imposition of the requirements of the provisions hereof
duplicate or conflict with any such federal law and if such duplication or conflict exists , the contracting agency
shall waive the applicability of Section 312 to the extent of such duplication or conflict. Contractor will comply
with all duly promulgated and lawful rules and regulations of the Department of Economic Development's
Division of Minority and Women's Business Development pe1iaining hereto.

13. CONFLICTING TERMS. In the event of a conflict between the tenns of the contract (including any and
all attachments thereto and amendments thereof) and the tenns of this Appendix A, the terms of this Appendix
A shall control.
14. GOVERNING LAW. This contract shall be governed by the laws of the State of New York except where
the Federal supremacy clause requires otherwise.
15. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall
be governed by Article 11-A of the State Finance Law to the extent required by law.
16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof,
may not be submitted to binding arbitration (except where statutorily authorized), but must, instead, be heard in
a court of competent jurisdiction of the State of New York.
17. SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil Practice Law
& Rules ("CPLR"), Contractor hereby consents to service of process upon it by registered or certified mail,
return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt of process or
upon the State's receipt of the return thereof by the United States Postal Service as refused or undeliverable.
Contractor must promptly notify the State, in writing, of each and every change of address to which service of
process can be made. Service by the State to the last known address shall be sufficient. Contractor will have
thirty (30) calendar days after service hereunder is complete in which to respond.
18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and
warrants that all wood products to be used under this contract award will be in accordance with, but not limited
to, the specifications and provisions of Section 165 of the State Finance Law, (Use of Tropical Hardwoods)
which prohibits purchase and use of tropical hardwoods, unless specifically exempted , by the State or any
governmental agency or political subdivision or public benefit corporation. Qualification for an exemption
under this law will be the responsibility of the contractor to establish to meet with the approval of the State.
In addition, when any portion of this contract involving the use of woods, whether supply or installation, is to be
perfonned by any subcontractor , the prime Contractor will indicate and certify in the submitted bid proposal
that the subcontractor has been infonned and is in compliance with specifications and provisions regarding use
of tropical hardwoods as detailed in § 165 State Finance Law. Any such use must meet with the approval of the
State; otherwise, the bid may not be considered responsive . Under bidder certifications, proof of qualification
for exemption will be the responsibility of the Contractor to meet with the approval of the State.
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19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES.
In accordance with the MacBride Fair
Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby stipulates that the Contractor
either (a) has no business operations in Northern Ireland, or (b) shall take lawful steps in good faith to conduct
any business operations in Northern Ireland in accordance with the MacBride Fair Employment Principles (as
described in Section 165 of the New York State Finance Law), and shall permit independent monitoring of
compliance with such principles.
20. OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of New York State to max1m1ze
opportunities for the participation of New York State business enterprises, including minority and womenowned business enterprises as bidders , subcontractors and suppliers on its procurement contracts.
Infonnation on the availability of New York State subcontractors and suppliers is available from :
NYS Department of Economic Development
Division for Small Business
Albany, New York 12245
Telephone: 518-292-5100
Fax: 518-292-5884
Email: opa@ esd.ny.gov
A directory of ce1iified minority and women-owned business enterprises is available from:
NYS Department of Economic Development
Division of Minority and Women's Business Development
633 Third A venue
New York, NY 10017
212-803-2414
Email: mwbecertification @esd .ny.gov
https: //ny.newnycontracts.com / FrontEnd /VendorSearchPub lic.asp
The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as applicable,
Contractors certify that whenever the total bid amount is greater than $1 million:
(a) The Contractor has made reasonable efforts to encourage the participation of New York State Business
Enterprises as suppliers and subcontractors, including certified minority and women-owned business
enterprises, on this project, and has retained the documentation of these efforts to be provided upon request to
the State;
(b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P .L. 92-261), as amended;
(c) The Contractor agrees to make reasonable efforts to provide notification to New York State residents of
employment opportunities on this project 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. The Contractor agrees to document these effo1is and to
provide said documentation to the State upon request; and
(d) The Contractor acknowledges notice that the 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.

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21. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if their principal
place of business is located in a country, nation , province, state or politic al subdivision that penalizes New York
State vendors, and if the goods or services they offer will be substantially produced or perfonned outside New
York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapter 684 and Chapter 383,
respectively) require that they be denied contracts which they would otherwise obtain. NOTE : As of May 15,
2002, the list of discriminatory jurisdictions subject to this provision includes the states of South Carolina,
Alaska, West Virginia, Wyoming , Louisiana and Hawaii. Contact NYS Department of Economic Development
for a cu1Tentlist of jurisdictions subject to this provision.
22. COMPLIANCE WITH NEW YORK STATE INFORMATION SECURITY BREACH AND
NOTIFICATION ACT. Contractor shall comply with the provisions of the New York State Infonnation
Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law Section
208).
23. COMPLIANCE WITH CONSULTANT DISCLOSURE LAW. If this is a contract for consulting
services, defined for purposes of this requirement to include analysis, evaluation, research , training, data
processing, computer programming, engineering, environmental, health, and mental health services, accounting ,
auditing , paralegal , legal or similar services, then , in accordance with Section 163 (4-g) of the State Finance
Law (as amended by Chapter 10 of the Laws of 2006), the Contractor shall timely, accurately and properly
comply with the requirement to submit an annual employment repo1i for the contract to the agency that awarded
the contract, the Department of Civil Service and the State Comptroller.
24. PROCUREMENT LOBBYING. To the extent this agreement is a "procurement contract" as defined by
State Finance Law Sections 139-j and 139-k, by signing this agreement the contractor certifies and affirms that
all disclosures made in accordance with State Finance Law Sections 139-j and 139-k are complete, true and
accurate. In the event such certification is found to be intentionally false or intentionally incomplete, the State
may tenninate the agreement by providing written notification to the Contractor in accordance with the terms of
the agreement.
25. CERTIFICATION OF REGISTRATION TO COLLECT SALES AND COMPENSATING USE
TAX BY CERTAIN STATE CONTRACTORS, AFFILIATES AND SUBCONTRACTORS. To the
extent this agreement is a contract as defined by Tax Law Section 5-a, if the contractor fails to make the
certification required by Tax Law Section 5-a or if during the tenn of the contract, the Department of Taxation
and Finance or the covered agency, as defined by Tax Law 5-a, discovers that the certification, made under
penalty of perjury , is false, then such failure to file or false ce1iification shall be a material breach of this
contract and this contract may be tenninated , by providing written notification to the Contractor in accordance
with the tenns of the agreement, if the covered agency detennine s that such action is in the best interest of the
State.
26. IRAN DIVESTMENT ACT. By entering into this Agreement , Contractor certifies in accordance with
State Finance Law § 165-a that it is not on the "Entities Detennined to be Non-Responsive Bidders /O fferers
pursuant to the New York State Iran Divestment Act of 2012" ("Prohibited Entities List") posted at:
http:// www.o gs.n y.gov/ about/regs / docs/ListofEnti ties. pdf
Contractor further certifies that it will not utili ze on this Contract any subcontractor that is identified on the
Prohibited Entities List. Contractor agrees that should it seek to renew or extend this Contract, it must provide
the same certification at the time the Contract is renewed or extended. Contractor also agrees that any proposed
Assignee of this Contract will be required to ce1iify that it is not on the Prohibited Entities List before the
contract assignment will be approved by the State .
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During the tenn of the Contract, should the state agency receive info1mation that a person (as defined in State
Finance Law § 165-a) is in violation of the above-referenced certifications, the state agency will review such
information and offer the person an opportunity to respond. If the person fails to demonstrate that it has ceased
its engagement in the investment activity which is in violation of the Act within 90 days after the detennination
of such violation , then the state agency shall take such action as may be appropriate and provided for by law,
rule , or contract, including , but not limit ed to, imposing sanctions, seeking compliance, recovering damages , or
declaring the Contractor in default.
The state agency reserves the right to reject any bid, request for assignment, renewal or extension for an entity
that appears on the Prohibited Entities List prior to the award , assignment, renewal or extension of a contract ,
and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the
Prohibited Entities list after contract award .

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APPENDIX-B: STATE OF NEW YORK PROCUREMENT LOBBYING POLICY AND
PROCEDURES
Revised March 2012

I. Policy: 1
It is the policy of DMV to comply with the provisions of State Finance Law §§ 139-j and 139-k, and related
guidance offered by the Advisory Council on Procurement Lobbying and the Office of the State Comptroller.

2

II. Procedure:3
The procedure set forth hereafter applies to "Governmental Procurements" let by DMV.

III. Definitions :
Capitali zed te1ms used but not defined herein shall have the meaning ascribed to them in State Finance Law
§§139-j and 139-k.
For the purpose of this procurement, the terms "Contact" and "Designated Contact" are ascribed the following
meanings:

"Contact" as used herein is defined as ( 1) any oral, written or electronic communication that is (2) made by the
Bidder, or a person acting on behalf of the Bidder, (3) to an employee of DMV or of a Governmental Agency
other than the OMV , (4) concerning the related Governmental Procurement , (5) where such communication is
made during the "Restricted Period"; and (6) where a reasonable person would infer that such communication
was made by the bidder with the intention of improperly influencing the related Governmental Procurement
[e.g., any violation of Public Officers Law §73(5) (offer of a gift of $75 or more), or §74 (code of ethics for
public officers and employees)].
The term "Contact" does not include permissible communications such as (1) submission of a written proposal 4,
(2) submission of written questions5, (3) participation in a bidders' conference 6, (4) complaints 7, (5) contract
negotiations subsequent to notice of a tentative award of contract 8, (6) review of contract award 9, and (7)
protests, appeals or other review proceedings 10; (8) a communication described in Legislative Law §1-t(e)
which is (a) made by a bidder or subcontractor to a bidder qualified by education, training or experience to
provide technical services to explain, clarify or demonstrate the qualities, characteristics or advantages of an
aiiicle of procurement, who (b) provides information to a Designated Contact to assist the Designated Contact
in understanding and assessing the qualities, characteristics or anticipated perfonnance of such article of
procurement and (c) who does not recommend or advocate contract provisions 11; or a communication by which
the bidder seeks generally available infonnation, including clarification and interpretation, with respect to the
solicitation documents or the Governmental Procurement process, including the status or timing of steps in the
process 12.
1

139-j (2)
139-j (5)
3
139-j (I) ; 139-k (I)
4
139-j (3)(a)(l)
5
139-j (3)(a)(2)
6
139-j (3)(a)(3)
7
139-j (3)(a)(4)
8
139-j (3)(a)(5)
9
I 39-j (3)(a)(6)
0
' 139-j (3)(a)(7)
11
139-j (I) , (3); 139-k (I)
12
139-j (3)
2

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"Designated Contact" as used herein is defined as one or more employees of DMV identified in the
solicitation for the related Governmental Procurement, or thereafter designated by the DMV's Contract
Manager 13 .
IV. Solicitations:
DMV will include the following in every written solicitation for a Procurement Contract 14:
( l) The name of each Designated Contact person, and a statement which substantially complies with in the
following form: "Prior to approval by DMV, or, if applicable, the Office of the State Comptroller, of the
contract for which this solicitation has been issued, bidders must direct all communications concerning this
solicitation to the person(s) identified as "Designated Contact(s)" 15;
(2) A summary of DMV' s policy and procedures regarding "contacts";
(3) A form (See, Appendix B-1, attached) to be submitted by bidders, upon which each bidder affinns in
writing (a) its understanding of DMY's procurement lobbying policy and procedures; and (b) that it will comply
with such policy and procedures; and (c) discloses whether it has been detennined to be "non-responsible"
within the previous four (4) years for violating State Finance Law § l 39-j16, or for having intentionally provided
17
false or incomplete information to a Governmental Entity concerning its compliance with State Finance Law
§139-j; and (d) certifies that the bidder has provided accurate and complete info1mation concerning the bidder's
compliance with State Finance Law §§139-j and 139-k within the previous four years 18.

V. Contracts:
Each Procurement Contract will contain the following statement, substantially in the following fonn: "DMV
reserves the right to tenninate this contract in the event that it is determined that the certification filed by the
Contractor in accordance with State Finance Law § § 139-j and 139-k was intentionally false or intentionally
19
incomplete • Upon such determination, DMV may terminate this Contract by providing written notification to
the Contractor, without incurring liability on the pati of DMV or the State for breach of contract." 20
VI. Records of Contacts: 21
In the event that DMV employees who are not Designated Contacts are contacted by bidders, or persons acting
on the Bidder's behalf, during the restricted period, the employee will make a record of such Contact and will
provide such record to the DMV's Contract Administrator. DMV employees who become aware of
impermissible contacts made to another Governmental Entity concerning this procurement will also make and
provide records of any such contacts to Contract Administration. The DMV employee may make one (1) record
covering multiple Contacts that are made by the same person within a period of five (5) business days. DMV
will make all records of Contacts pmi of the procurement record 22 . Contracts Administration will promptly
provide records of impennissible Contacts to DMV's Office of the Deputy Commissioner and Counsel for
review.
13

I 39-j (I) , (2); 139-k (I)
139-j (2); 139-k (2)
15
139-j (6)
16
139-k (2)
11 Id.
is Id.
19
139-j (I O(b); 139-k (5)
20 Id.
21
139-j (8), (IO)(b) ; 139-k (4)
22 Id.
14

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VII. Review and Investigation: 23
Upon receipt of a record of an impennissible Contact, the Deputy Commissioner and Counsel or her or his
designee ("Reviewer") will review and investigate, within fifteen ( 15) days from receipt of such infonnation 24 .
The Reviewer will notify the Bidder that an investigation is ongoing; give notice of the allegations of
misconduct ; and give the Bidder an opp01iunity to respond in writing, within ten (10) days from receipt of
notification of the alleged violation 25 . The Bidder will not be entitled to representation by counsel. The
Reviewer will detennine whether the Bidder has willfully and knowingly made an impermissible Contact. The
Reviewer will advise the Bidder and the Contracts Manager , or employee authorized for such purpose , of the
26
final detennination made . In the event the Reviewer determines that the Bidder has made an im~ermissible
Contact with a Governmental Entity other than OMV, the Reviewer will so notify the ethics officer 2 , inspector
general or other appropriate official of such other Governmental Entity 28 . In the event the Reviewer detennines
that, as the result of an impennissible Contact, an employee of DMV has violated the provisions of Public
Officers Law §73(5) [prohibition of acceptance of a gift of$75 or more] or §74 [code of ethics], the Reviewer
will so advise the Commissioner of Motor Vehicles, the State Ethics Commission and the Office of the
Inspector General 29 .
VIII. Determinations of Non-Responsibility: 30
The Reviewer, or employee authori zed for such purpose, will determine whether a bidder has been determined
to be "non-responsible" because (1) the Bidder has willfully and knowingly made an impermissible Contact 31,
or (2) the Bidder has intentionally failed to make accurate and complete disclosure of prior findings of nonresponsibility with respect to Governmental Procurements made within the previous four (4) years 32 . Upon
making a determination of non-responsibility , the Contracts Manager, or employee authorized for such purpose ,
will so notify the Bidder and the Commissioner of Motor Vehicles 33 . A finding of non-responsibility under this
section shall result in OMV not awarding the contract to such bidder, unless OMV determines that (1) the award
of the contract is necessary to protect public properiy or public health or safety, and (2) the bidder is the only
source capable of supplying the required article of procurement within the required time frame .

23

139-j (9)

24
25

Id.

139-j (I0 )(a)
139-j (I0)(a)
27
139-j (8)(a) , (c)
28
139-j (8)( c), (I0(b)
29
Leg islative Law: POL § 73(5); §74 (Code of Ethics)
30
139 -j (7)
31
139 -j (I0)(b)
32
139-j (I0)(b) ; 139-k (5)
33
139 -j (I0)(a)
26

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APPENDIX-B-1: AFFIRMATION AND DISCLOSURES CONCERNING STATE FINANCE
LAW §§139-J AND 139-K
Procurement Description/ID No. C000820
Name of Bidder: MorphoTrust USA, Inc.
Address: 296 Concord Rd, Suite 300, Billerica , MA 0 1821
Name and Title of Person Submitting this Form:
A. Bidd er affinn s that it has received, reviewed and understand s the Policy and Procedure of the
Department of Motor Vehicles (DMV), relating to State Finance Law §§ 139-j and 139-k, and agrees
to comply with DMV's procedure relating to Contacts with respect to this procurement.
B. Disclo sures:

l. Has a Governmental Entity, as defined in State Finance Law §139-j(l)(a), made a
determination of non-responsibility with respect to the Bidder within the previous four years
where such finding was due to a violation of State Finance Law § 139-j or the intentional
provision of false or incomplete infonnation with respect to previous determinations of nonresponsibility ?
Yes ---

If yes, provide the following details:
Governmental Entity which made the finding:
Date of finding:
Basis of finding:

2.
Has a Governmental Entity tenninated or withheld a procurement contract with the Bidder
because of violations of State Finance Law § 139-j or the intentional provision of false or incomplete
1
infonnation with respect to previous detJ inations of non-responsibility?
No___

Yes __

_

If yes, identify the Governmental Entity , the date of tennination or withholding, and related procurement
contract:

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AMENDMENT No. 1
TO CONTRACT No. C000665
BETWEEN
THE NEW YORK STATE DEPARTMENT OF MOTOR VEHICLES
AND
MORPHOTRUST USA, INC., A DELAWARE CORPORATION
This Agreement is made this
day of January, 2013, by and between the Department of Motor Vehicles of
the State of New York, 6 Empire State Plaza, Swan Street Building, Albany, New York 12228 (hereinafter
referred to as the “Department” or “DMV”), and MorphoTrust USA, Inc., a Delaware corporation, formerly
known as L-1 Identity Solutions Operating Company, with an address at 296 Concord Road, Suite 300,
Billerica, MA 01821 (“Contractor”), collectively referred to as the “Parties”.
The Parties agree as follows:
Notwithstanding any provision to the contrary wherever contained, in the event of any inconsistencies
between the terms contained in the main body of this Contract and this Amendment, the terms of this
Amendment shall prevail.
PARAGRAPH HEADINGS: Paragraph headings contained in this Agreement are for convenience only
and shall not be considered for any purpose in governing, limiting, modifying, construing or affecting the
provisions of this Agreement and shall not otherwise be given any legal effect.
This Amendment extends the term of Contract No. C000665 (the “Contract”), entered into on March 25,
2009, between DMV and L-1 Identity Solutions Operating Company (a company later acquired by
Contractor) for the provision of ongoing software maintenance and support for DMV’s Facial Recognition
System (“FRS”) platform and web services.
1 TERM:
The term of this Amendment shall commence on March 04, 2013, and shall expire on March 03, 2015,
subject to approval and execution hereof by the Offices of the NYS Attorney General (AG) and Comptroller
(OSC).
2 PAYMENT:
DMV shall make payment in full of Four Hundred Twenty-Five Thousand, Three Hundred Fifteen And
00/100 Dollars ($425,315.00) on or before March 4, 2013, for the provision of ongoing software
maintenance and support for the FRS platform and web services from March 4, 2013 to March 3, 2015.
3 DESCRIPTION OF GOODS AND SERVICES:
Contractor shall provide Phone Support, Remote Dial-in, On-Site support as required, Preventative
Maintenance and Upgrades of the FRS platform and web services.
Maintenance and support shall include troubleshooting and repair of supported software. Contractor shall
also provide ongoing software maintenance and support for reinstallation and reconfiguration of Contractor
provided software, in the event of any hardware or system failure. DMV shall be responsible for
maintenance of all FRS hardware and 3rd party software.
Contractor’s services shall include:
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





Phone Support – Software services personnel shall provide direct phone support from 8:00 am to
5:00 pm (Eastern Standard Time), Monday through Friday, excluding Federal holidays.
Remote Dial-in – Software Services support shall be provided through DMV-provided VPN, as a
second step to phone support.
On-Site – Software Services support shall be provided for remedial maintenance, if phone support
and dial-in fail to resolve the issue. Contractor must provide on-site services within forty-eight (48)
hours from initial call for support.
Preventative Maintenance – Contractor shall provide a periodic maintenance plan for the required
software systems. Hands-on Preventative Maintenance shall be provided by DMV personnel.
Upgrades – Contractor must provide in-version upgrades to any and all supported software.
Upgrades shall be conducted via downloaded software patch, or installed by Contractor’s Services
personnel for larger upgrades.

4 LETTER OF CREDIT:
The Letter of Credit provided upon execution of the Contract must be extended to cover the term of this
Amendment, and must at least be equivalent to the amount paid hereunder. Contractor must provide such
Letter of Credit to DMV immediately upon execution hereof by OSC.
5 APPENDIX-A, “STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS”:
The Contractor shall comply with and be bound by the provisions of Appendix-A, “Standard Clauses for
New York State Contracts”.
6 SUMMARY OF POLICY AND PROHIBITIONS ON PROCUREMENT LOBBYING:
In order to facilitate transparency in the procurement process, and pursuant to NYS Procurement Lobbying
Law (State Finance Law §§139-j and 139-k), this solicitation imposes certain restrictions on
communications between DMV and an Offerer/Bidder made during the procurement process. An
Offerer/Bidder is restricted to communicating with designated DMV staff (“designated contacts”), during
the portion of the procurement process known as the “restricted period”. The restricted period runs from
DMV’s earliest notice of its intent to solicit offers, through award of the Procurement Contract by DMV,
and where applicable, the final approval of the Contract by the NYS Office of State Comptroller. Certain
statutory exceptions are provided for in State Finance Law §139-j(3)(a).
The Designated Contact for this Amendment is Edwin Lake. Mr. Lake or his alternate, Maureen Younkin,
are the persons (“designated contacts”) designated to communicate with Bidders/Offerers on behalf of the
Department for all matters relating to this Amendment.
All proposals and accompanying documentation must be packaged, sealed and submitted to:

Edwin Lake
Procurement Services
NYS Department of Motor Vehicles
6 Empire State Plaza, Room 528B
Albany, NY 12228
(518) 474-0815 (Phone)
(518) 486-4541 (Fax)
Edwin.Lake@dmv.ny.gov

New York DMV

Or his alternate:

110368

Maureen Younkin
Procurement Services
NYS Department of Motor Vehicles
6 Empire State Plaza, Room 528B
Albany, NY 12228
(518) 474-0815 (Phone)
(518) 486-4541 (Fax)
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When contacted during the restricted period, DMV staff members are required to document information,
about the communication.
DMV must also make a determination of the “responsibility” of the Offerer/Bidder. Certain findings of nonresponsibility can result in rejection of the Offerer/Bidder for contract award. In the event of two findings of
non-responsibility made within a 4-year period, the Offerer/Bidder may be debarred from obtaining
governmental Procurement Contracts.
Further information about the NYS Procurement Lobbying Law can be obtained from the Office of General
Services Website, at: http://ogs.ny.gov/aboutOgs/regulations/defaultAdvisoryCouncil.html.
DMV’s Policy and Procedures concerning compliance with NYS Procurement Lobbying Law is attached
hereto as Appendix-B. Bidders must complete and submit Appendix B-1 with their bid.
7 COMPLIANCE WITH LAWS:
In performing its obligations under this Contract, the Contractor must comply with all applicable federal,
state, and local statutes, ordinances, regulations, and rules, including, but not limited to, laws regulating the
terms and conditions of employment, NYS printing law, building and fire codes, zoning laws, privacy,
public building requirements for use by the handicapped, and occupational safety and health rules.
8 VENDOR RESPONSIBILITY:
Contractor acknowledges that no changes have been made to the Vendor Responsibility Questionnaire
submitted with their bid proposal, and that any changes must be disclosed by submitting a new Vendor
Responsibility Questionnaire at the time the change occurs.
Contractors are invited to file the required Vendor Responsibility Questionnaire online via the New York
State VendRep System or may choose to complete and submit a paper questionnaire. To enroll in and use
the New York State VendRep System, see the VendRep System Instructions available at
www.osc.state.ny.us/vendrep or go directly to the VendRep System online at https://portal.osc.state.ny.us.
For direct VendRep System user assistance, the OSC Help Desk may be reached at 866-370-4672 or 518408-4672 or by email at helpdesk@osc.state.ny.us. Bidders opting to file a paper questionnaire can obtain
the appropriate questionnaire from the VendRep website www.osc.state.ny.us/vendrep or may contact the
DMV or the Office of the State Comptroller for a copy of the paper form.
9 IRAN DIVESTMENT ACT
As a result of the Iran Divestment Act of 2012 (Act), Chapter 1 of the 2012 Laws of New York, a new
provision has been added to the State Finance Law (SFL), § 165-a, effective April 12, 2012. Under the Act,
the Commissioner of the Office of General Services (OGS) will be developing a list (prohibited entities list)
of “persons” who are engaged in “investment activities in Iran” (both are defined terms in the law).
Pursuant to SFL § 165-a(3)(b), the initial list is expected to be issued no later than 120 days after the Act’s
effective date, at which time it will be posted on the OGS website.
By entering into a renewal or extension of this Contract, Contractor (or any assignee) certifies that once the
prohibited entities list is posted on the OGS website, it will not utilize on such Contract any subcontractor
that is identified on the prohibited entities list.
Additionally, Contractor understands that during the term of the Contract, should DMV receive information
that a person is in violation of the above-referenced certification, DMV will offer the person an opportunity
to respond. If the person fails to demonstrate that it has ceased its engagement in the investment which is in
violation of the Act within 90 days after the determination of such violation, then DMV shall take such
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action as may be appropriate including, but not limited to, imposing sanctions, seeking compliance,
recovering damages, or declaring the Contractor in default.
DMV reserves the right to reject any renewal, extension or request for assignment for an entity that appears
on the prohibited entities list hereafter and to pursue a responsibility review with respect to any entity that is
granted a contract extension/renewal or assignment and appears on the prohibited entities list thereafter.
10 POLICY STATEMENT ON WOMEN AND MINORITY-OWNED BUSINESS DEVELOPMENT:
It is the policy of the State of New York to promote equality of economic opportunity for minority and
women-owned business enterprises (M/WBEs) in State contracting. In order to comply with the State’s
objectives, the Contractor must use “good faith efforts” to provide meaningful participation by M/WBE
subcontractors or suppliers in the performance of this contract. Contractor must comply with the provisions
of Appendix-L hereof, entitled “Contractor Requirements and Procedures for Business Participation
Opportunities for New York State Certified Minority- and Women-Owned Business Enterprises, and Equal
Employment Opportunities for Minority Group Members and Women”, and must submit the attached
“M/WBE Form-1”, upon contract execution.
11 OTHER TERMS:
Except as specifically modified in this Amendment No. 1, the terms and conditions of the original
Agreement shall continue in full force and effect.
In Witness Whereof, the Parties have executed this Agreement by their duly authorized officer or
representative.

Signatures on the following Page

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Signature Page
MORPHOTRUST USA, INC.

NYS DEPARTMENT OF MOTOR VEHICLES

BY,
___________________________
(Please Sign Here)

BY,
____________________________
(Please Sign Here)

Robert Eckel

____________________________
(Please Print Name)

(Please Print Name)

__________________________________
(Title)

President and CEO
(Title)
Date: _______/ _______/ ________
(mm/dd/yyyy)
NYS ATTORNEY GENERAL

Date: _______/ _______/ ________
(mm/dd/yyyy)

BY,
____________________________
(Please Sign Here)

BY,
____________________________
(Please Sign Here)

____________________________
(Please Print Name)
__________________________________
(Title)

____________________________
(Please Print Name)
__________________________________
(Title)

Date: _______/ _______/ ________
(mm/dd/yyyy)

Date: _______/ _______/ ________
(mm/dd/yyyy)

COMMONWEALTH OF MASSACHUSETTS
COUNTY OF MIDDLESEX

NYS OFFICE OF THE STATE COMPTROLLER

)
) s.s.:
)

On the ______________ day of ______________ in the year 2013 before me personally came
____________________________ to me known, who, being by me duly sworn, did depose and say that he/she/they
reside(s) in ____________________________ (if the place of residence is in a city, include the street and street number, if
any, thereof); that he/she/they is (are) the _______________________________________ (president, or other officer, or
director, or attorney in fact, duly appointed) of MorphoTrust USA, Inc. (name of corporation), the corporation described in
and which executed the above instrument; and that he/she/they signed his/her/their name(s) thereto by authority of the
board of directors of said corporation.
_____________________________________
Notary Public
My Commission Expires: _________________

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APPENDIX-A: STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS
(v., December, 2012)
TABLE OF CONTENTS
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.

Executory Clause
Non-Assignment Clause
Comptroller’s Approval
Workers’ Compensation Benefits
Non-Discrimination Requirements
Wage and Hours Provisions
Non-Collusive Bidding Certification
International Boycott Prohibition
Set-Off Rights
Records
Identifying Information and Privacy Notification
Equal Employment Opportunities For Minorities and Women
Conflicting Terms
Governing Law
Late Payment
No Arbitration
Service of Process
Prohibition on Purchase of Tropical Hardwoods
MacBride Fair Employment Principles
Omnibus Procurement Act of 1992
Reciprocity and Sanctions Provisions
Compliance with New York State Information Security Breach and Notification Act
Compliance with Consultant Disclosure Law
Procurement Lobbying
Certification of Registration to Collect Sales and Compensating Use Tax by Certain
State Contractors, Affiliates and Subcontractors

STANDARD CLAUSES FOR NYS CONTRACTS
The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter,
"the contract" or "this contract") agree to be bound by the following clauses which are hereby made a part of
the contract (the word "Contractor" herein refers to any party other than the State, whether a contractor,
licenser, licensee, lessor, lessee or any other party):
1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have
no liability under this contract to the Contractor or to anyone else beyond funds appropriated and available
for this contract.
2. NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance Law, this contract
may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed,
sublet or otherwise disposed of without the State’s previous written consent, and attempts to do so are null
and void. Notwithstanding the foregoing, such prior written consent of an assignment of a contract let
pursuant to Article XI of the State Finance Law may be waived at the discretion of the contracting agency
and with the concurrence of the State Comptroller where the original contract was subject to the State
Comptroller’s approval, where the assignment is due to a reorganization, merger or consolidation of the
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Contractor’s business entity or enterprise. The State retains its right to approve an assignment and to require
that any Contractor demonstrate its responsibility to do business with the State. The Contractor may,
however, assign its right to receive payments without the State’s prior written consent unless this contract
concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law. However, such preapproval shall not be required for any contract established as a centralized contract through the Office of
General Services or for a purchase order or other transaction issued under such centralized contract.
3. COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance Law (or, if this
contract is with the State University or City University of New York, Section 355 or Section 6218 of the
Education Law), if this contract exceeds $50,000 (or the minimum thresholds agreed to by the Office of the
State Comptroller for certain S.U.N.Y. and C.U.N.Y. contracts), or if this is an amendment for any amount
to a contract which, as so amended, exceeds said statutory amount, or if, by this contract, the State agrees to
give something other than money when the value or reasonably estimated value of such consideration
exceeds $10,000, it shall not be valid, effective or binding upon the State until it has been approved by the
State Comptroller and filed in his office. Comptroller's approval of contracts let by the Office of General
Services is required when such contracts exceed $85,000 (State Finance Law Section 163.6.a).
4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance
Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain
coverage during the life of this contract for the benefit of such employees as are required to be covered by
the provisions of the Workers' Compensation Law.
5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive
Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional
non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for
employment because of race, creed, color, sex, national origin, sexual orientation, age, disability, genetic
predisposition or carrier status, or marital status. Furthermore, in accordance with Section 220-e of the
Labor Law, if this is a contract for the construction, alteration or repair of any public building or public
work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that
this contract shall be performed within the State of New York, Contractor agrees that neither it nor its
subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in
hiring against any New York State citizen who is qualified and available to perform the work; or (b)
discriminate against or intimidate any employee hired for the performance of work under this contract. If
this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with
Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall by reason of race, creed,
color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen
who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee
hired for the performance of work under this contract. Contractor is subject to fines of $50.00 per person per
day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and
forfeiture of all moneys due hereunder for a second or subsequent violation.
6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the Labor
Law or a building service contract covered by Article 9 thereof, neither Contractor's employees nor the
employees of its subcontractors may be required or permitted to work more than the number of hours or
days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing
wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its
subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements,
including the premium rates for overtime pay, as determined by the State Labor Department in accordance
with the Labor Law. Additionally, effective April 28, 2008, if this is a public work contract covered by
Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner
consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment
by the State of any State approved sums due and owing for work done upon the project.
7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the State
Finance Law, if this contract was awarded based upon the submission of bids, Contractor affirms, under
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penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting
competition. Contractor further affirms that, at the time Contractor submitted its bid, an authorized and
responsible person executed and delivered to the State a non-collusive bidding certification on Contractor's
behalf.
8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law
and Section 139-h of the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a
material condition of the contract, that neither the Contractor nor any substantially owned or affiliated
person, firm, partnership or corporation has participated, is participating, or shall participate in an
international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections
2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is
convicted or is otherwise found to have violated said laws or regulations upon the final determination of the
United States Commerce Department or any other appropriate agency of the United States subsequent to the
contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and void.
The Contractor shall so notify the State Comptroller within five (5) business days of such conviction,
determination or disposition of appeal (2NYCRR 105.4).
9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off.
These rights shall include, but not be limited to, the State's option to withhold for the purposes of set-off any
moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard
to this contract, any other contract with any State department or agency, including any contract for a term
commencing prior to the term of this contract, plus any amounts due and owing to the State for any other
reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative
thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in
cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its representatives, or
the State Comptroller.
10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records,
documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter,
collectively, "the Records"). The Records must be kept for the balance of the calendar year in which they
were made and for six (6) additional years thereafter. The State Comptroller, the Attorney General and any
other person or entity authorized to conduct an examination, as well as the agency or agencies involved in
this contract, shall have access to the Records during normal business hours at an office of the Contractor
within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue
within the State, for the term specified above for the purposes of inspection, auditing and copying. The State
shall take reasonable steps to protect from public disclosure any of the Records which are exempt from
disclosure under Section 87 of the Public Officers Law (the "Statute") provided that: (i) the Contractor shall
timely inform an appropriate State official, in writing, that said records should not be disclosed; and (ii) said
records shall be sufficiently identified; and (iii) designation of said records as exempt under the Statute is
reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the State's right to
discovery in any pending or future litigation.
11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. (a) Identification Number(s).
Every invoice or New York State Claim for Payment submitted to a New York State agency by a payee, for
payment for the sale of goods or services or for transactions (e.g., leases, easements, licenses, etc.) related to
real or personal property must include the payee's identification number. The number is any or all of the
following: (i) the payee’s Federal employer identification number, (ii) the payee’s Federal social security
number, and/or (iii) the payee’s Vendor Identification Number assigned by the Statewide Financial System.
Failure to include such number or numbers may delay payment. Where the payee does not have such
number or numbers, the payee, on its invoice or Claim for Payment, must give the reason or reasons why the
payee does not have such number or numbers.
(b) Privacy Notification. (1) The authority to request the above personal information from a seller of goods
or services or a lessor of real or personal property, and the authority to maintain such information, is found
in Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to the State is
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mandatory. The principal purpose for which the information is collected is to enable the State to identify
individuals, businesses and others who have been delinquent in filing tax returns or may have understated
their tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner
of Taxation and Finance. The information will be used for tax administration purposes and for any other
purpose authorized by law. (2) The personal information is requested by the purchasing unit of the agency
contracting to purchase the goods or services or lease the real or personal property covered by this contract
or lease. The information is maintained in the Statewide Financial System by the Vendor Management Unit
within the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street, Albany, New
York 12236.
12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance
with Section 312 of the Executive Law and 5 NYCRR 143, if this contract is: (i) a written agreement or
purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a contracting
agency is committed to expend or does expend funds in return for labor, services, supplies, equipment,
materials or any combination of the foregoing, to be performed for, or rendered or furnished to the
contracting agency; or (ii) a written agreement in excess of $100,000.00 whereby a contracting agency is
committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major
repair or renovation of real property and improvements thereon; or (iii) a written agreement in excess of
$100,000.00 whereby the owner of a State assisted housing project is committed to expend or does expend
funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property
and improvements thereon for such project, then the following shall apply and by signing this agreement the
Contractor certifies and affirms that it is Contractor’s equal employment opportunity policy that:
(a) The Contractor will not discriminate against employees or applicants for employment because of race,
creed, color, national origin, sex, age, disability or marital status, shall make and document its conscientious
and active efforts to employ and utilize minority group members and women in its work force on State
contracts and will undertake or continue existing programs of affirmative action to ensure that minority
group members and women are afforded equal employment opportunities without discrimination.
Affirmative action shall mean recruitment, employment, job assignment, promotion, upgradings, demotion,
transfer, layoff, or termination and rates of pay or other forms of compensation;
(b) at the request of the contracting agency, the Contractor 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 Contractor's
obligations herein; and
(c) the Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of
the State 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.
Contractor will include the provisions of "a", "b", and "c" above, in every subcontract over $25,000.00 for
the construction, demolition, replacement, major repair, renovation, planning or design of real property and
improvements thereon (the "Work") except where the Work is for the beneficial use of the Contractor.
Section 312 does not apply to: (i) work, goods or services unrelated to this contract; or (ii) employment
outside New York State. The State shall consider compliance by a contractor or subcontractor with the
requirements of any federal law concerning equal employment opportunity which effectuates the purpose of
this section. The contracting agency shall determine whether the imposition of the requirements of the
provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists,
the contracting agency shall waive the applicability of Section 312 to the extent of such duplication or
conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the
Department of Economic Development’s Division of Minority and Women's Business Development
pertaining hereto.
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13. CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any
and all attachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this
Appendix A shall control.
14. GOVERNING LAW. This contract shall be governed by the laws of the State of New York except
where the Federal supremacy clause requires otherwise.
15. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment
shall be governed by Article 11-A of the State Finance Law to the extent required by law.
16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof,
may not be submitted to binding arbitration (except where statutorily authorized), but must, instead, be
heard in a court of competent jurisdiction of the State of New York.
17. SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil Practice
Law & Rules ("CPLR"), Contractor hereby consents to service of process upon it by registered or certified
mail, return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt of
process or upon the State's receipt of the return thereof by the United States Postal Service as refused or
undeliverable. Contractor must promptly notify the State, in writing, of each and every change of address to
which service of process can be made. Service by the State to the last known address shall be sufficient.
Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond.
18. PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. The Contractor certifies and
warrants that all wood products to be used under this contract award will be in accordance with, but not
limited to, the specifications and provisions of Section 165 of the State Finance Law, (Use of Tropical
Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the
State or any governmental agency or political subdivision or public benefit corporation. Qualification for an
exemption under this law will be the responsibility of the contractor to establish to meet with the approval of
the State.
In addition, when any portion of this contract involving the use of woods, whether supply or installation, is
to be performed by any subcontractor, the prime Contractor will indicate and certify in the submitted bid
proposal that the subcontractor has been informed and is in compliance with specifications and provisions
regarding use of tropical hardwoods as detailed in §165 State Finance Law. Any such use must meet with
the approval of the State; otherwise, the bid may not be considered responsive. Under bidder certifications,
proof of qualification for exemption will be the responsibility of the Contractor to meet with the approval of
the State.
19. MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair
Employment Principles (Chapter 807 of the Laws of 1992), the Contractor hereby stipulates that the
Contractor either (a) has no business operations in Northern Ireland, or (b) shall take lawful steps in good
faith to conduct any business operations in Northern Ireland in accordance with the MacBride Fair
Employment Principles (as described in Section 165 of the New York State Finance Law), and shall permit
independent monitoring of compliance with such principles.
20. OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of New York State to maximize
opportunities for the participation of New York State business enterprises, including minority and womenowned business enterprises as bidders, subcontractors and suppliers on its procurement contracts.
Information on the availability of New York State subcontractors and suppliers is available from:
NYS Department of Economic Development
Division for Small Business
30 South Pearl St -- 7th Floor
Albany, New York 12245
Telephone: 518-292-5220
Fax: 518-292-5884
http://www.empire.state.ny.us
Information on the availability of New York State subcontractors and suppliers is available from:
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NYS Department of Economic Development
Division for Small Business
Albany, New York 12245
Telephone: 518-292-5100
Fax: 518-292-5884
email: opa@esd.ny.gov
A directory of certified minority and women-owned business enterprises is available from:
NYS Department of Economic Development
Division of Minority and Women's Business Development
633 Third Avenue
New York, NY 10017
212-803-2414
email: mwbecertification@esd.ny.gov
http://esd.ny.gov/MWBE/directorySearch.html
The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as applicable,
Contractors certify that whenever the total bid amount is greater than $1 million:
(a) The Contractor has made reasonable efforts to encourage the participation of New York State Business
Enterprises as suppliers and subcontractors, including certified minority and women-owned business
enterprises, on this project, and has retained the documentation of these efforts to be provided upon request
to the State;
(b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261), as
amended;
(c) The Contractor agrees to make reasonable efforts to provide notification to New York State residents of
employment opportunities on this project 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. The Contractor agrees to document these efforts
and to provide said documentation to the State upon request; and
(d) The Contractor acknowledges notice that the 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.
21. RECIPROCITY AND SANCTIONS PROVISIONS. Bidders are hereby notified that if their principal
place of business is located in a country, nation, province, state or political subdivision that penalizes New
York State vendors, and if the goods or services they offer will be substantially produced or performed
outside New York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapter 684 and
Chapter 383, respectively) require that they be denied contracts which they would otherwise obtain. NOTE:
As of May 15, 2002, the list of discriminatory jurisdictions subject to this provision includes the states of
South Carolina, Alaska, West Virginia, Wyoming, Louisiana and Hawaii. Contact NYS Department of
Economic Development for a current list of jurisdictions subject to this provision.
22. COMPLIANCE WITH NEW YORK STATE INFORMATION SECURITY BREACH AND
NOTIFICATION ACT. Contractor shall comply with the provisions of the New York State Information
Security Breach and Notification Act (General Business Law Section 899-aa; State Technology Law
Section 208).
23. COMPLIANCE WITH CONSULTANT DISCLOSURE LAW. If this is a contract for consulting
services, defined for purposes of this requirement to include analysis, evaluation, research, training, data
processing, computer programming, engineering, environmental, health, and mental health services,
accounting, auditing, paralegal, legal or similar services, then, in accordance with Section 163 (4-g) of the
State Finance Law (as amended by Chapter 10 of the Laws of 2006), the Contractor shall timely, accurately
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and properly comply with the requirement to submit an annual employment report for the contract to the
agency that awarded the contract, the Department of Civil Service and the State Comptroller.
24. PROCUREMENT LOBBYING. To the extent this agreement is a "procurement contract" as defined
by State Finance Law Sections 139-j and 139-k, by signing this agreement the contractor certifies and
affirms that all disclosures made in accordance with State Finance Law Sections 139-j and 139-k are
complete, true and accurate. In the event such certification is found to be intentionally false or intentionally
incomplete, the State may terminate the agreement by providing written notification to the Contractor in
accordance with the terms of the agreement.
25. CERTIFICATION OF REGISTRATION TO COLLECT SALES AND COMPENSATING USE
TAX BY CERTAIN STATE CONTRACTORS, AFFILIATES AND SUBCONTRACTORS. To the
extent this agreement is a contract as defined by Tax Law Section 5-a, if the contractor fails to make the
certification required by Tax Law Section 5-a or if during the term of the contract, the Department of
Taxation and Finance or the covered agency, as defined by Tax Law 5-a, discovers that the certification,
made under penalty of perjury, is false, then such failure to file or false certification shall be a material
breach of this contract and this contract may be terminated, by providing written notification to the
Contractor in accordance with the terms of the agreement, if the covered agency determines that such action
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APPENDIX-B: STATE OF NEW YORK PROCUREMENT LOBBYING POLICY AND
PROCEDURES
(Revised, March 2012)
I. Policy:1
It is the policy of DMV to comply with the provisions of State Finance Law §§139-j and 139-k, and related
guidance offered by the Advisory Council on Procurement Lobbying and the Office of the State
Comptroller.2
II. Procedure:3
The procedure set forth hereafter applies to “Governmental Procurements” let by DMV.
III. Definitions:
Capitalized terms used but not defined herein shall have the meaning ascribed to them in State Finance Law
§§139-j and 139-k (See, attached).
For the purpose of this procurement, the terms “Contact” and “Designated Contact” are ascribed the
following meanings:
“Contact” as used herein is defined as (1) any oral, written or electronic communication that is (2) made by
the Bidder, or a person acting on behalf of the Bidder, (3) to an employee of DMV or of a Governmental
Agency other than the DMV, (4) concerning the related Governmental Procurement, (5) where such
communication is made during the “Restricted Period”; and (6) where a reasonable person would infer that
such communication was made by the bidder with the intention of improperly influencing the related
Governmental Procurement [e.g., any violation of Public Officers Law §73(5) (offer of a gift of $75 or
more), or §74 (code of ethics for public officers and employees)].
The term “Contact” does not include permissible communications such as (1) submission of a written
proposal4, (2) submission of written questions5, (3) participation in a bidders’ conference6, (4) complaints7,
(5) contract negotiations subsequent to notice of a tentative award of contract 8, (6) review of contract
award9, and (7) protests, appeals or other review proceedings10; (8) a communication described in
Legislative Law §1-t(e) which is (a) made by a bidder or subcontractor to a bidder qualified by education,
training or experience to provide technical services to explain, clarify or demonstrate the qualities,
characteristics or advantages of an article of procurement, who (b) provides information to a Designated
Contact to assist the Designated Contact in understanding and assessing the qualities, characteristics or
anticipated performance of such article of procurement and (c) who does not recommend or advocate
contract provisions11; or a communication by which the bidder seeks generally available information,
including clarification and interpretation, with respect to the solicitation documents or the Governmental
Procurement process, including the status or timing of steps in the process12.

1139-j

(2)
139-j (5)
3 139-j (1); 139-k (1)
4 139-j (3)(a)(1)
5 139-j (3)(a)(2)
6 139-j (3)(a)(3)
7 139-j (3)(a)(4)
8 139-j (3)(a)(5)
9 139-j (3)(a)(6)
10 139-j (3)(a)(7)
11 139-j (1), (3); 139-k (1)
12 139-j (3)
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“Designated Contact” as used herein is defined as one or more employees of DMV identified in the
solicitation for the related Governmental Procurement, or thereafter designated by the DMV’s Contract
Manager13.
IV. Solicitations:
DMV will include the following in every written solicitation for a Procurement Contract14:
(1) The name of each Designated Contact person, and a statement which substantially complies with in the
following form: “Prior to approval by DMV, or, if applicable, the Office of the State Comptroller, of the
contract for which this solicitation has been issued, bidders must direct all communications concerning this
solicitation to the person(s) identified as “Designated Contact(s)”15;
(2) A summary of DMV’s policy and procedures regarding “contacts”;
(3) A form (See, Appendix B-1, attached) to be submitted by bidders, upon which each bidder affirms in
writing (a) its understanding of DMV’s procurement lobbying policy and procedures; and (b) that it will
comply with such policy and procedures; and (c) discloses whether it has been determined to be “nonresponsible” within the previous four (4) years for violating State Finance Law §139-j16, or for having
intentionally provided false or incomplete information17 to a Governmental Entity concerning its
compliance with State Finance Law §139-j; and (d) certifies that the bidder has provided accurate and
complete information concerning the bidder’s compliance with State Finance Law §§139-j and 139-k within
the previous four years18.
V. Contracts:
Each Procurement Contract will contain the following statement, substantially in the following form: “DMV
reserves the right to terminate this contract in the event that it is determined that the certification filed by the
Contractor in accordance with State Finance Law §§139-j and 139-k was intentionally false or intentionally
incomplete19. Upon such determination, DMV may terminate this Contract by providing written
notification to the Contractor, without incurring liability on the part of DMV or the State for breach of
contract.”20
VI. Records of Contacts:21
In the event that DMV employees who are not Designated Contacts are contacted by bidders, or persons
acting on the Bidder’s behalf, during the restricted period, the employee will make a record of such Contact
and will provide such record to the DMV’s Contract Administrator. DMV employees who become aware of
impermissible contacts made to another Governmental Entity concerning this procurement will also make
and provide records of any such contacts to Contract Administration. The DMV employee may make one
(1) record covering multiple Contacts that are made by the same person within a period of five (5) business
days. DMV will make all records of Contacts part of the procurement record22. Contracts Administration
will promptly provide records of impermissible Contacts to DMV’s Office of the Deputy Commissioner and
Counsel for review.

13

139-j
139-j
15
139-j
16
139-k
17
Id.
18 Id.
19 139-j
20
Id.
21
139-j
22 Id.
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(1), (2); 139-k (1)
(2); 139-k (2)
(6)
(2)
(10(b); 139-k (5)
(8), (10)(b); 139-k (4)
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VII. Review and Investigation:23
Upon receipt of a record of an impermissible Contact, the Deputy Commissioner and Counsel or her or his
designee (“Reviewer”) will review and investigate, within fifteen (15) days from receipt of such
information24. The Reviewer will notify the Bidder that an investigation is ongoing; give notice of the
allegations of misconduct; and give the Bidder an opportunity to respond in writing, within ten (10) days
from receipt of notification of the alleged violation25. The Bidder will not be entitled to representation by
counsel. The Reviewer will determine whether the Bidder has willfully and knowingly made an
impermissible Contact. The Reviewer will advise the Bidder and the Contracts Manager, or employee
authorized for such purpose, of the final determination made26. In the event the Reviewer determines that
the Bidder has made an impermissible Contact with a Governmental Entity other than DMV, the Reviewer
will so notify the ethics officer27, inspector general or other appropriate official of such other Governmental
Entity28. In the event the Reviewer determines that, as the result of an impermissible Contact, an employee
of DMV has violated the provisions of Public Officers Law §73(5) [prohibition of acceptance of a gift of
$75 or more] or §74 [code of ethics], the Reviewer will so advise the Commissioner of Motor Vehicles, the
State Ethics Commission and the Office of the Inspector General29.
VIII. Determinations of Non-Responsibility:30
The Reviewer, or employee authorized for such purpose, will determine whether a bidder has been
determined to be “non-responsible” because (1) the Bidder has willfully and knowingly made an
impermissible Contact31, or (2) the Bidder has intentionally failed to make accurate and complete disclosure
of prior findings of non-responsibility with respect to Governmental Procurements made within the previous
four (4) years32. Upon making a determination of non-responsibility, the Contracts Manager, or employee
authorized for such purpose, will so notify the Bidder and the Commissioner of Motor Vehicles 33. A
finding of non-responsibility under this section shall result in DMV not awarding the contract to such
bidder, unless DMV determines that (1) the award of the contract is necessary to protect public property or
public health or safety, and (2) the bidder is the only source capable of supplying the required article of
procurement within the required time frame.

139-j (9)
Id.
25 139-j (10)(a)
26 139-j (10)(a)
27 139-j (8)(a), (c)
28 139-j (8)( c), (10(b)
29 Legislative Law: POL §73(5); §74 (Code of Ethics)
30139-j (7)
31 139-j (10)(b)
32 139-j (10)(b); 139-k (5)
33 139-j (10)(a)
23

24

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APPENDIX-B-1: AFFIRMATION AND DISCLOSURES CONCERNING STATE FINANCE
LAW §§139-J AND 139-K
Procurement Description/ID No.: C000665
Name of Bidder: MorphoTrust USA, Inc.
Address: 296 Concord Road, Suite 300, Billerica, MA 01821
Name and Title of Person Submitting this Form: Robert Eckel
A.
Bidder affirms that it has received, reviewed and understands the Policy and Procedure of the
Department of Motor Vehicles (DMV), relating to State Finance Law §§139-j and 139-k, and agrees to
comply with DMV’s procedure relating to Contacts with respect to this procurement.
B.

Disclosures:

1.
Has a Governmental Entity, as defined in State Finance Law §139-j(1)(a), made a determination of
non-responsibility with respect to the Bidder within the previous four years where such finding was due to a
violation of State Finance Law §139-j or the intentional provision of false or incomplete information with
respect to previous determinations of non-responsibility?
No ___
Yes______

If yes, provide the following details:
Governmental Entity which made the finding:
Date of finding:
Basis of finding:

2.
Has a Governmental Entity terminated or withheld a procurement contract with the Bidder because of
violations of State Finance Law §139-j or the intentional provision of false or incomplete information with
respect to previous determinations of non-responsibility?
No ___
Yes______
If yes, identify the Governmental Entity, the date of termination or withholding, and related procurement
contract:

By: _______________________________

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APPENDIX-C: CONTRACTOR REQUIREMENTS AND PROCEDURES FOR BUSINESS
PARTICIPATION OPPORTUNITIES FOR NEW YORK STATE CERTIFIED MINORITY AND
WOMEN-OWNED BUSINESS ENTERPRISES, AND EQUAL EMPLOYMENT OPPORTUNITIES
FOR MINORITY GROUP MEMBERS AND WOMEN
(MWBE, v. 2-10-12)

I. Introduction:
New York’s Statewide Certified MWBE Program (Program) serves to ameliorate the significant disparities
between the level of participation of MWBE’s in state procurement contracting, versus the number of
certified minority-and women-owned business enterprises (MWBE’s) that are ready, willing and able to
participate in state procurements.
In order to comply with New York State Executive Law Article 15-A (“Participation by Minority Croup
Members and Women with Respect to State Contracts”), Article 15 (the “Human Rights Law”), and 5
NYCRR Parts 142-144 (“MWBE Regulations”), for all State contracts as defined therein, and to facilitate
the implementation and operation of the Program, State agencies are required to establish goals for
maximizing participation of New York State MWBE’s and the employment of minority group members and
women in the performance of New York State contracts.
This Section articulates DMV’s goals for promoting such opportunities.
Bidder/Contractor acknowledges that its failure to comply with the following provisions may result in
a finding of non-responsiveness, non-responsibility, and/or breach of Contract, which may result in
the withholding of payment, suspension or termination of the Contract, or such other actions or
enforcement proceedings provided herein or permitted by Law.
II.
Business Participation Opportunities for MWBEs:
DMV hereby establishes an overall goal of 22% for MWBE participation, 11% for Minority-Owned
Business Enterprises (MBE) participation, and 11% for Women-Owned Business Enterprises (WBE)
participation (based on the current availability of qualified MBE’s and WBE’s). Contractor must document
good faith efforts to provide meaningful participation by MWBE’s as subcontractors or suppliers in the
performance of the Contract, and Contractor agrees that DMV may withhold payment pending receipt of the
required MWBE documentation.
The directory of New York State Certified MWBE’s can be viewed at: http://www.esd.ny.gov/mwbe.html.
For guidance on how DMV will determine a Contractor’s “good faith efforts,” refer to 5 NYCRR §142.8.
A) Liquidated Damages:
In accordance with 5 NYCRR §142.13, Contractor acknowledges that its willful and intentional failure
to comply with the MWBE participation goals set forth in the Contract will constitute a material breach
of Contract for which DMV may withhold payment from the Contractor as liquidated damages for such
breach.
Such liquidated damages shall be calculated as an amount equal to the difference between (1) all sums
identified for payment to MWBE’s had the Contractor achieved the contractual MWBE goals, and (2)
all sums actually paid to MWBE’s for work performed or materials supplied under the Contract.

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B) MWBE Utilization Plan:
The Bidder to whom a contract is awarded (Contractor) must submit a MWBE Utilization Plan, upon
execution of the Contract. At all times during the performance of the Contract, Contractor must make
good faith efforts to utilize MBE’s and WBE’s identified in its MWBE Utilization Plan.
DMV may disqualify a Bidder/Contractor as being non-responsive, under the following circumstances:
a) Bidder/Contractor fails to submit a MWBE Utilization Plan;
b) Bidder/Contractor fails to submit a written remedy to a notice of deficiency;
c) Bidder/Contractor fails totimely submit a request for waiver; or
d) DMV determines that the Bidder/Contractor has failed to document good faith efforts.
Any modifications or changes to the MWBE Utilization Plan made during the term of the Contract must
be promptly reported, and such modifications or changes will be subject to DMV’s approval. DMV will
review the submitted MWBE Utilization Plan and advise the Contractor of DMV’s acceptance, or issue
a notice of deficiency within 30 days of receipt.
1. MWBE Waiver Request: Contractor may submit requests for a partial or total waiver of established
goal requirements, at any time during the term of the Contract, prior to issuance of final payment on
the Contract. If a notice of deficiency is issued, Contractor must respond to the notice of deficiency
within seven (7) business days of receipt by submitting to DMV a written remedy that addresses
each deficiency contained in the notice of deficiency. If the written remedy that is submitted is not
timely or is found by DMV to be inadequate, DMV shall notify Contractor and direct Contractor to
re-submit a revised remedy, within five (5) business days. Failure to request the waiver in a timely
manner may be grounds for rejection of the request.
2. Contractor’s Quarterly Workforce Employment Utilization Report (“Workforce Report”):
Contractors are required to submit to DMV, by the 10th day following the end of each quarter during
the term of the Contract, a Workforce Report. Such reports document Contractor’s progress made
toward achieving the MWBE goals for the Contract. The Workforce Report must document any
changes to the “Bid Staffing Plan” that Contractor submitted with its Bid (See, below).
Contractor must submit separate reports for Contractor and any subcontractor performing work on
the Contract. In limited instances, Contractor may not be able to separate out the workforce utilized
in the performance of the Contract from Contractor's and/or any subcontractor's total workforce.
When a separation can be made, Contractor must submit the Workforce Report and indicate that the
information provided related to the actual workforce utilized on the Contract. When the workforce to
be utilized on the Contract cannot be separated out from Contractor's and/or a subcontractor's total
workforce, Contractor must submit the Workforce Report and indicate that the information provided
is Contractor's total workforce during the subject time frame, not limited to work specifically under
the Contract.
III.
Equal Employment Opportunity Requirements:
NOTE: The following requirements do not apply to (a) work, goods, or services unrelated to the Contract;
or (b) employment outside New York State.
Contractor must ensure that Contractor and its subcontractors undertake or continue programs 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 requirement shall
apply to any subcontractors to whom Contractor awards a subcontract for goods or services related to the
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Contract, valued at over $25,000 for the construction, demolition, replacement, major repair, renovation,
planning or design of real property and improvements thereon (except where such subcontract is solely for
the beneficial use of the Contractor).


For these purposes, “equal opportunity” must be provided in the areas of recruitment, employment,
job assignment, promotion, upgrading, demotion, transfer, layoff, termination, and rates of pay, or
other forms of compensation.

A) MWBE Form-1, Contractor’s EEO Policy Statement: Contractor must execute and submit
MWBE Form-1 (attached hereto), as its EEO policy statement, within seventy-two (72) hours after
DMV issues written notice of award of the Contract to the Contractor.
B) Bid Staffing Plan: Bidder must submit with its proposal a Bid Staffing Plan that identifies the
anticipated work force to be utilized on the Contract by specified categories, including ethnic
background, gender, and Federal occupational categories. Upon DMV’s request, Contractor must
promptly submit a workforce utilization report that identifies the workforce actually utilized in the
performance of the Contract.
C) Non-Discrimination: Contractor agrees that it will not discriminate against any employee or
applicant for employment because of race, creed (religion), color, sex, national origin, sexual
orientation, military status, age, disability, predisposing genetic characteristic, marital status or
domestic violence victim status, and shall also follow the requirements of the Human Rights Law
with regard to non-discrimination on the basis of prior criminal conviction and prior arrest; and
Contractor shall take reasonable steps to ensure that its subcontractors comport with such nondiscrimination provisions during the term of the Contract. Contractor acknowledges that it
understands and shall comply with such requirements above, and these provisions shall be deemed
supplementary to, and not in lieu of, the nondiscrimination provisions provided by New York State
Executive Law Article 15 (the “Human Rights Law”) or other applicable federal, state or local laws.

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MWBE Form-1: MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES – EQUAL
EMPLOYMENT OPPORTUNITY POLICY STATEMENT
M/WBE AND EEO POLICY STATEMENT

I, ___________________________, the (awardee/contractor) ____________________ agree to
adopt the following policies with respect to the project being developed or services rendered at
This organization will and will cause its
contractors and subcontractors to take good
faith actions to achieve the M/WBE contract
participations goals set by the State for that area in which the
State-funded project is located, by taking the following steps:

M/WBE

(1) Actively and affirmatively solicit bids for contracts
and subcontracts from qualified State certified
MBEs or WBEs, including solicitations to M/WBE
contractor associations.
(2) Request a list of State-certified M/WBEs from
AGENCY and solicit bids from them directly.
(3) Ensure that plans, specifications, request for
proposals and other documents used to secure bids
will be made available in sufficient time for review
by prospective M/WBEs.
(4) Where feasible, divide the work into smaller
portions to enhanced participations by M/WBEs
and encourage the formation of joint venture and
other partnerships among M/WBE contractors to
enhance their participation.
(5) Document and maintain records of bid solicitation,
including those to M/WBEs and the results thereof.
Contractor will also maintain records of actions that
its subcontractors have taken toward meeting
M/WBE contract participation goals.
(6) Ensure that progress payments to M/WBEs are
made on a timely basis so that undue financial
hardship is avoided, and that bonding and other
credit requirements are waived or appropriate
alternatives developed to encourage M/WBE
participation.

(a) This organization will not discriminate
against any employee or applicant for
employment because of race, creed, color,
national origin, sex, age, disability or marital status, will
undertake or continue existing programs of affirmative
action to ensure that minority group members are afforded
equal employment opportunities without discrimination, and
shall make and document its conscientious and active efforts
to employ and utilize minority group members and women
in its work force on state contracts.
(b)This organization shall state in all solicitation or
advertisements for employees that in the performance of the
State contract all qualified applicants will be afforded equal
employment opportunities without discrimination because of
race, creed, color, national origin, sex disability or marital
status.
(c) At the request of the contracting agency, this
organization shall request each employment agency, labor
union, or authorized 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 this organization’s obligations herein.
(d) Contractor shall comply with the provisions of the
Human Rights Law, all other State and Federal statutory and
constitutional non-discrimination provisions. Contractor
and subcontractors shall not discriminate against any
employee or applicant for employment because of race,
creed (religion), color, sex, national origin, sexual
orientation, military status, age, disability, predisposing
genetic characteristic, marital status or domestic violence
victim status, and shall also follow the requirements of the
Human Rights Law with regard to non-discrimination on the
basis of prior criminal conviction and prior arrest.
(e) This organization will include the provisions of sections
(a) through (d) of this agreement in every subcontract in
such a manner that the requirements of the subdivisions will
be binding upon each subcontractor as to work in connection
with the State contract.

EEO

Agreed to this ______________ day of ________________________, 2___________________
By __________________________________________________________________________
Print: _________________________________ Title: ________________________________

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_________________________________is designated as the Minority Business Enterprise Liaison
(Name of Designated Liaison)
responsible for administering the Minority and Women-Owned Business Enterprises- Equal Employment
Opportunity (M/WBE-EEO) program.

M/WBE Contract Goals
________% Minority and Women’s Business Enterprise Participation
________% Minority Business Enterprise Participation
________% Women’s Business Enterprise Participation

EEO Contract Goals
________% Minority Labor Force Participation
________% Female Labor Force Participation

____________________________________________
(Authorized Representative)

Title: ________________________________________
Date: ________________________________________

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 NYS DEPARTMENT OF MOTOR VEHICLES
ADDENDUM #2 TO RFP#C000665
Facial Recognition System
July 21, 2008
In any case of conflict between the information in this addendum and the originally
issued RFP, the information in this addendum supersedes the information in the
RFP.
Section 1-5 Mandatory Bidders Conference is hereby stricken and replaced with the
following:
1-5 MANDATORY BIDDERS’ CONFERENCE

Bidders are required to attend a Mandatory Bidders’ Conference to be held in
room 3B of the Swan Street Building at the Empire State Plaza in Albany, NY on
Tuesday, July 29, 2008 at 2:00 pm. Bidders who do not attend the Mandatory
Bidders’ Conference will not be eligible to submit a proposal. At this conference
DMV will distribute written answers to Bidders’ questions that were submitted by
the July 22nd deadline. In addition, DMV may provide additional details related
to system design; and key state personnel involved in the program will answer
questions as appropriate. Bidders are limited to five persons per company,
although potential subcontractors can be considered a separate company for the
purposes of attendance. To assist NYS in ensuring sufficient space and materials
are available to all participants—bidders are required to complete the bidder
conference attendance form, attached, and fax this form to Maureen Younkin at
(518) 486-4541 by noon, EST on Thursday, July 24, 2008. Bidders may also
email the form to contracts@dmv.state.ny.us. NYS will fax or email the location,
directions and parking information to bidders to the fax number or email address
indicated on their form by COB the same day. Bidders are advised that only
written communication issued by DMV Contract Administration is binding for the
purposes of this procurement. In the event that DMV elects to provide additional
information as a result of the Bidders’ Conference, this information will be mailed
to all the bidders who attended the conference by Friday, August 8th, 2008.

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 FACIAL RECOGNITION
MANDATORY BIDDERS CONFERENCE
ATTENDANCE FORM

POTENTIAL BIDDER: ______________________________
(COMPANY NAME)
PERSON RESPONDING:
PHONE NUMBER OF RESPONDER: (
FAX NUMBER FOR RESPONSE: (
)
EMAIL ADDRESS FOR RESPONSE:
“FAX TO”/”EMAIL” NAME:

)

ANTICIPATED CORPORATE REPRESENTATIVES:
NAME

TITLE

NYS recognizes that staff identified above may not be those who actually attend the
bidder’s conference. NYS will accept one for one substitution, so long as the company
limits the number of attendees to five.
NOTE: NYS will fax the directions and parking information to bidders at the fax
number or email address indicated above.

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 NYS DEPARTMENT OF MOTOR VEHICLES
ADDENDUM #2 TO RFP#C000665
Facial Recognition System
July 21, 2008
In any case of conflict between the information in this addendum and the originally
issued RFP, the information in this addendum supersedes the information in the
RFP.
Section 1-5 Mandatory Bidders Conference is hereby stricken and replaced with the
following:
1-5 MANDATORY BIDDERS’ CONFERENCE

Bidders are required to attend a Mandatory Bidders’ Conference to be held in
room 3B of the Swan Street Building at the Empire State Plaza in Albany, NY on
Tuesday, July 29, 2008 at 2:00 pm. Bidders who do not attend the Mandatory
Bidders’ Conference will not be eligible to submit a proposal. At this conference
DMV will distribute written answers to Bidders’ questions that were submitted by
the July 22nd deadline. In addition, DMV may provide additional details related
to system design; and key state personnel involved in the program will answer
questions as appropriate. Bidders are limited to five persons per company,
although potential subcontractors can be considered a separate company for the
purposes of attendance. To assist NYS in ensuring sufficient space and materials
are available to all participants—bidders are required to complete the bidder
conference attendance form, attached, and fax this form to Maureen Younkin at
(518) 486-4541 by noon, EST on Thursday, July 24, 2008. Bidders may also
email the form to contracts@dmv.state.ny.us. NYS will fax or email the location,
directions and parking information to bidders to the fax number or email address
indicated on their form by COB the same day. Bidders are advised that only
written communication issued by DMV Contract Administration is binding for the
purposes of this procurement. In the event that DMV elects to provide additional
information as a result of the Bidders’ Conference, this information will be mailed
to all the bidders who attended the conference by Friday, August 8th, 2008.

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 FACIAL RECOGNITION
MANDATORY BIDDERS CONFERENCE
ATTENDANCE FORM

POTENTIAL BIDDER: ______________________________
(COMPANY NAME)
PERSON RESPONDING:
PHONE NUMBER OF RESPONDER: (
FAX NUMBER FOR RESPONSE: (
)
EMAIL ADDRESS FOR RESPONSE:
“FAX TO”/”EMAIL” NAME:

)

ANTICIPATED CORPORATE REPRESENTATIVES:
NAME

TITLE

NYS recognizes that staff identified above may not be those who actually attend the
bidder’s conference. NYS will accept one for one substitution, so long as the company
limits the number of attendees to five.
NOTE: NYS will fax the directions and parking information to bidders at the fax
number or email address indicated above.

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 NYS DEPARTMENT OF MOTOR VEHICLES
ADDENDUM #3 TO RFP#C000665
Facial Recognition System
July 29, 2008
In any case of conflict between the information in this addendum and the originally
issued RFP, the information in this addendum supersedes the information in the
RFP.
I. Vendor Questions and DMV Responses:

Question
#
1.

RFP
Section

Page

Question

Response

2-1

10

Section 2-1 states:

We expect that the Bidders’ proposed system should compare
favorably with the “false reject error rates” at a “false acceptance
rate of 0.01” achieved by many of the participants in the FRVT 2006
on still facial images. These results are documented in Figures 13,
15, 17, 19, 20, 24, 25, 26, and 27 of the FRVT 2006 Large-Scale
Results which can be accessed online at:

The Facial Recognition
System sought by NYS
should be informed by the
protocols used in the
Facial Recognition
Vendor Test 2006.
Please provide further
clarification.

2.

3-1

11

How many unique people
are represented by the 17
million images?
Will the 17 million
images contain multiple
images per person?

3.

3-1

11

What is the total number
of images expected over
the life of the program?
What is the expected
volume of images to be
utilized for 1:N searching
at the end of the 3 year
contract?

4.

3-1

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11

How many images per
individual will be retained
on the system?

http://www.frvt.org/FRVT2006/docs/FRVT2006andICE2006LargeS
caleReport.pdf
If the Bidder, or a subcontractor they plan to use for this
procurement, participated in the FRVT 2006, then the Bidder should
note this accordingly.
For purposes of this procurement, the legacy image database is
comprised of only the most recent image available for each identity
document holder where the identity document is current or has
expired in the last two years or has been suspended or revoked.
Consequently, each of the 17 million images will represent one
unique person.

4 to 5 million images will be added yearly to the 17 million images
in the legacy database. By the end of the 3 year contract, 1:N
searches will be performed on a database of approximately 30
million images.

The two most recent images will be retained for each individual.

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 Question
#
5.

RFP
Section

Page

Question

Response

3-1

11

Section 3-1 states in part:

DMV will supply the equipment and operating software as specified
by the Bidder in Appendix B. DMV will be responsible for the
software license of the operating system. The Bidder will be
responsible for software licenses for any proprietary (facial
recognition) software the Bidder installs.

This system will be
installed completely on
site at DMV central
operations and will use
solely equipment
(hardware and operating
software meeting the
specifications required by
the Contractor as
outlined in their
proposal) provided by
DMV.
Please further clarify the
extent and meaning of
operating software that
will be provided by
DMV.

DMV will provide the database software and appropriate software
license for the database software that the Bidder specifies in
Appendix B.

Who is responsible to
provide the database
software license for the
operational deployment in
Albany? The State or the
vendor?
6.

3-2.1

11

Is it the intent to purchase
the recommended
hardware and software to
implement the Facial
Recognition System or is
it the intent of DMV to
maintain and use the
existing configuration of
hardware and software?

It is DMV’s intent to purchase the hardware and software the Bidder
specifies in Appendix B of their proposal.

7.

3-2.1

11

Is it DMV’s preference to
run the system on a
VMware ESX hosted
machine?

Yes.

If so, what is the
Contractor to assume if
considering to run its
system on this host in
terms of hardware and
availability?

New York DMV

The Contractor should spec the system to run in a physical server
environment. After contract award DMV will work with the
Contractor to determine if the system can be hosted as part of
DMV’s current VMWARE ESX environment. Determination will
be based on the available VMWARE resources.

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 Question
#
8.

RFP
Section

Page

Question

Response

3-3

12

Does this also include
communications
connectivity from the
DMV ftp server to the
Facial Recognition
Central Server host(s)
site?

The DMV provided secure FTP server and the Contractor’s facial
recognition system will be located on the same DMV internal
network segment. The Contractor’s facial recognition system must
be able to interact with DMV’s secure FTP server via an FTP client
that supports secure connections.

Will the ftp server be
collocated with the Facial
Recognition central
server hardware?
If yes, what hardware
connectivity will be
provided?
9.

4-1

13

What is expected of the
Contractor with respect to
images that do not meet
the ISO/IEC 19794-5
standards?

The Contractor would be expected to attempt to automatically enroll
the images regardless of whether they meet ISO/IEC 19794-5
standards. If the images failed to enroll automatically they would
not be counted against the Contractor with respect to the 97%
enrollment rate requirement of sections 4-1.3 and 6-1.3.

10.

4-1

13

What is expected of the
Contractor with respect to
the 3% (max) of images
that do not automatically
enroll?

Images that do not automatically enroll should be returned to DMV
in a file wherein each image is identified by its client ID number.

11.

4-1.3

13

In order to provide the
most affordable solution
to fit into the schedule,
could the DMV clarify
the requirement for the
six week schedule
allocation for enrollment?

Due to budgetary time constraints the legacy image database must be
enrolled by February 15, 2009. It is anticipated that the Contractor
will have little more than 6 weeks to accomplish this milestone once
the contract has been approved.

12.

5-1

14

What is the timeframe to
complete the 1:N legacy
batch searching of the 17
million images?

One year, meaning completed by March 15, 2010.

13.

5-1

14

In order to minimize cost,
would the State want to
utilize any demographic
binning (filtering)
techniques on the legacy
1:N batch search or
should each legacy search
probe be 1 vs. the entire
17 million images?

No. Each legacy search should be 1 vs. the entire 17 million images.

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 Question
#

RFP
Section

Page

Question

Response

14.

6-1.6

15

Presenting our solution in
a public document will
potentially compromise
its effectiveness as a
security measure. Will the
State allow vendors to
present their approach
privately to maintain the
security of the solution?

In the interest of security Bidders are asked not to respond to Section
6-1.6 of the RFP in writing. Instead each Bidder will be given an
opportunity to privately present their solution regarding Section 61.6 to the appropriate evaluators at DMV shortly after the bid
proposal closing date of August 15, 2008.

15.

8.2 & 94.2.2

19 &
24

Section 8.2 requires that
the system must provide
configurable reports of
system activities and
comparison results which
enable the independent
evaluation of system
performance along with
all activities of the system
(timestamps, operators,
actions).

Generally, the retention period for public records is 4 years, unless
specified otherwise. NY Vehicle and Traffic Law section 201 sets
retention periods for specific public records. Since photo images are
not public records, per section 504(3), there is no statutory retention
period; such period is set administratively by DMV.

Section 9-4.2.2 requires
that the proposed system
must log all user activity
including record changes,
password resets, record
searches, manual accepts
and/or overrides, etc
What is the retention
period that the DMV
requires for this data?
16.

9-1

New York DMV

21

There is a non-disclosure
affidavit in the RFP that
we have to sign and
include with the proposal,
but it is not clear whether
this will suffice to obtain
the security policy
standards in advance of
submitting the proposal.
So the question is, what
non-disclosure agreement
is the contractor required
to sign to obtain these
standards?

CSCIC policy is public information and is available on the CSCIC
website at: www.cscic.state.ny.us. A special, (separate), NonDisclosure agreement must be signed in order to receive the
applicable standards. A copy of this Non-Disclosure Agreement will
be made available at the Bidders’ Conference and after NonDisclosure Agreement has been executed by the Bidder they will be
given a copy of the applicable standards.

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 Question
#

RFP
Section

Page

Question

Response

17.

9-4.4

24

Will DMV review
Contractor’s background
clearance process and
potentially agree that the
Contractor’s process is
sufficient? If not, what is
the cost for DMV’s
review so that it can be
incorporated into the
proposal submittal?

The only costs that DMV would expect to recoup from its security
review of the Contractor would be DMV’s travel expenses. If the
Contractor’s premises are close enough to be driven to, these costs
would only include gas and tolls. If the Contractor’s premises were
not within driving distance, then DMV would expect to be
reimbursed for travel and lodging costs.

18.

10-3.3

26

Will the State provide test
data/images for system
enhancement,
development, and testing
at the vendor site to aid in
complying with section
10-3.3?

Yes.

19.

16.21

51

Given that payment will
not be made until
milestones are completed,
what is the purpose of a
Letter of Credit?

A Letter of Credit is used to ensure that the Contractor performs in
compliance with the terms of the Contract.

20.

Append
ix C-1

76

The MEMORANDUM
OF UNDERSTANDING
- DRIVER'S PRIVACY
PROTECTION ACT,
Appendix "1" asks the
Contractor to limit its use
of Motor Vehicle Records
to the items it initials.
Would the Department
agree that in order to
properly and fully
perform the tasks required
by the RFP, the
Contractor should limit its
use to the second item
only, that is, "Use by any
government agency,
including any court or
law enforcement agency,
in carrying out its
functions, or any private
person or entity acting on
behalf of a Federal, State,
or local agency in
carrying out its functions.
[18 U.S.C. Sec. 2721
(b)(1)]" ?

The Contractor shall be bound by all of the provisions of the DPPA.
Section 2721(b)(1) is the correct characterization of the Contractor’s
permissible use for personal information required to perform tasks
required by the RFP.

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 Question
#
21.

RFP
Section
Append
ix E

Page

Question

Response

96

Is the bidder required to
include the cost for the
system in the two
optional years as part of
the total cost requested in
Appendix E?

No.

No.
In the form provided
there is provision for the
“Total Cost for Facial
Recognition System
$_____”. Since it is
possible that the contract
may be extended beyond
the 3 year contract period,
do you require the Bidder
to provide pricing for
subsequent years at this
time?

II.
The second bullet in section 7-1.1:
 manage investigator workload and case assignments based on investigator resources,
volumes, priority, etc. (please detail)
is deleted in its entirety.
III.
Section 7-1.8:
The system must facilitate collaboration during investigation of suspected fraud, by
allowing users to input and share information within one investigation, and automatically
link the data with other investigations involving the same individuals. Please detail how
this would be accomplished.
is deleted in its entirety.
IV.
The last 4 bullets in Section 8-2:
 workload and case assignment reports that identify:
 all cases, including status, date created, days outstanding, etc
 all cases by investigator, including status, date created, days outstanding, etc.
 case load reports including totals by status for each investigator
are deleted in their entirety.

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 NYS DEPARTMENT OF MOTOR VEHICLES
ADDENDUM #4 TO RFP#C000665
Facial Recognition System
August 6, 2008
In any case of conflict between the information in this addendum and the originally
issued RFP, the information in this addendum supersedes the information in the
RFP.
I. Clarification of Answers to Questions Addressed in Addendum #3 to RFP#000665
Question 3
What is the total number of images expected over the life of the program?
What is the expected volume of images to be utilized for 1:N searching at the end of the 3 year contract?
Answer to Question 3
4 to 5 million images will be added yearly to the 17 million images in the legacy database. By the end of
the 3 year contract, 1:N searches will be performed on a database of approximately 30 million images.
Question 4
How many images per individual will be retained on the system?
Answer to Question 4
The two most recent images will be retained for each individual.

Clarification of the answers to Questions 3 and 4
Approximately 5 million images will be added to the database annually.
Approximately 1.5 million of these images will be new images for clients not
currently included among the 17 million in the legacy image database.
Approximately 3.5 million of these images will be {updated images} of individuals
who already have an image on file in the legacy image database. When a second
image is received for a client it will be compared to the previous image for that
client (1:1 search) and will then be compared to the most recent image of every
other client in the image database (1:N search). When a third image is received for
a client it will be compared to the other two images held in the database for that
client (1:1 search) and will then be compared to the most recent image of every
other client in the image database (1:N search). After these comparisons are
completed, the oldest of the three images on file for the client will be deleted from
the system.
As 1:N searches will only compare the most recent images for each client, the
volume of the database for 1:N comparison purposes is projected to be as follows:





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17 million at start-up;
18.5 million at the end of year one;
20 million at the end of year two; and
21.5 million at the end of year three.

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 However, the number of images in the database, including updated images will be as
follows:





17 million images at start up;
At the end of year one, 15 million clients with one image on file and 3.5
million clients with two images on file, (resulting in 22 million total images on
file);
At the end of year two, 13 million clients with one image on file and 7 million
clients with two images on file, (resulting in 27 million total images on file);
and
At the end of year three, 11 million clients with one image on file and 10.5
million clients with two images on file, (resulting in 32 million total images on file).

Question 14
Presenting our solution in a public document will potentially compromise its effectiveness as a security
measure. Will the State allow vendors to present their approach privately to maintain the security of the
solution?
Answer to Question 14
In the interest of security Bidders are asked not to respond to Section 6-1.6 of the RFP in writing. Instead
each Bidder will be given an opportunity to privately present their solution regarding Section 6-1.6 to the
appropriate evaluators at DMV shortly after the bid proposal closing date of August 15, 2008.

Clarification of the Answer to Question 14
Bidders who timely submit proposals will be contacted no later than 4pm on
Monday August 18 to set-up a date for presenting their solution. Presentations will
be scheduled for Monday, August 25, 2008 and Tuesday, August 26, 2008. All
meetings will be held at DMV’s Central Office in Albany at a location to be
determined later.
Question 15
Section 8.2 requires that the system must provide configurable reports of system activities and comparison
results which enable the independent evaluation of system performance along with all activities of the
system (timestamps, operators, actions).
Section 9-4.2.2 requires that the proposed system must log all user activity including record changes,
password resets, record searches, manual accepts and/or overrides, etc
What is the retention period that the DMV requires for this data?
Answer to Question 15
Generally, the retention period for public records is 4 years, unless specified otherwise. NY Vehicle and
Traffic Law section 201 sets retention periods for specific public records. Since photo images are not
public records, per section 504(3), there is no statutory retention period; such period is set administratively
by DMV.

Clarification of Answer to Question 15

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 DMV requires that this data be retained for 7 years.
Question 17 – Part 1
Will DMV review Contractor’s background clearance process and potentially agree that the Contractor’s
process is sufficient?

Answer to Question 17 – Part 1
Yes.
II. Vendor Questions from the Bidders’ Conference of July 29, 2008 and DMV
Responses
Question 22
.
Answer to Question 22

Question 23

Answer to Question 23

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 New York DMV 110401 Privacy FR

Multi-State Commercial Driver’s License (CDL)
Facial Recognition Screening Project
PROPOSAL
Date: February 11, 2016

Submitted to:
Owen McShane
Director, Division of Field Investigation
New York State Department of Motor Vehicles
Albany Central Office - Fraud Unit
6 Empire State Plaza, Room 431
Albany, NY 12228

Submitted by:
John Corson, Sales Account Executive
Telephone: 518-956-0347
Email:
jcorson@morphotrust.com

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MorphoTrust USA, LLC
296 Concord Road, Suite 300
Billerica, Massachusetts 01821
www.morphotrust.com

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 Confidential Notice
Certain information in this proposal is protected from disclosure to the public because it is a
proprietary trade secret or confidential commercial or financial information of MorphoTrust USA,
LLC or its affiliates (individually and collectively, “MorphoTrust USA” or “MorphoTrust”).
MorphoTrust has endeavored to identify each page of its proposal that contains any such proprietary or
confidential information with the legends “COMPANY CONFIDENTIAL – Not for Public Disclosure” or
“PROPRIETARY” (or words of similar import) somewhere on the relevant page or pages of its proposal.
MorphoTrust’s proposal includes all exhibits and appendices thereto, as well as all extrinsic documents
and materials that may be identified and incorporated therein by specific reference. MorphoTrust’s
proprietary information typically includes, but is not limited to, information related to proprietary security
features and related designs, techniques and materials, formulas, manufacturing methods, business
plans, pricing and other financial information, technology and product roadmaps, and customer lists and
references. Subject to applicable law, such proprietary or confidential information may not be disclosed
(pursuant to freedom of information legislation or otherwise), reproduced in whole or in part, or used for
any purpose other than the recipient’s evaluation of this proposal, without the prior written consent of an
executive officer or the General Counsel of MorphoTrust USA, LLC.

Our Mission
To simplify, protect and secure the lives of the American people.

COPYRIGHT AND TRADEMARKS
Copyright © 2015 MorphoTrust USA, LLC All rights reserved. The trademarks identified herein are the
trademarks or registered trademarks of MorphoTrust USA, LLC, its parent and affiliated companies, or
other third party.
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Contents
Executive Summary ...................................................................................................... 1
Project Requirements/Objectives ................................................................................ 2
Description of Goods/Services .................................................................................... 3
Solution Architecture ..................................................................................................................... 4
Scope of Work ................................................................................................................................. 6
Hardware and Software ................................................................................................................ 7

Work Breakdown ........................................................................................................... 9
Program Planning and Management ........................................................................................... 9
Requirements and System Design................................................................................................ 9
Bill of Materials Development and Materials ........................................................................... 10
Development ................................................................................................................................. 10
QA Testing ..................................................................................................................................... 11
Integration ..................................................................................................................................... 11
UAT Testing .................................................................................................................................. 12
Documentation, Training, and Deployment ............................................................................. 12
Field Service and Tier 3 Support Transition ............................................................................. 13
Ongoing Project Work ................................................................................................................. 13
Project Close Out .......................................................................................................................... 13

Timeline........................................................................................................................ 14
Project Deliverables .................................................................................................... 15

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Customer provided Hardware and Software ............................................................. 16
Project Payment Milestones ....................................................................................... 17
Project Assumptions .................................................................................................. 20
Change Management Process ................................................................................... 23
Appendix I – Maryland Participation Proposal ........................................................... 1
Project Deliverables ........................................................................................................................ 2
Customer provided Hardware and Software ............................................................................. 3
Project Payment Milestones .......................................................................................................... 3
Project Assumptions ...................................................................................................................... 5

Appendix II – Glossary.................................................................................................. 1

Table of Contents
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Executive Summary
Over the last decade facial recognition (FR) screening within state jurisdictional boundaries has
been solidly established as an effective fraud preventing tool. Most states’ Motor Vehicle
Agencies (MVA) utilize some form of FR to protect their citizens’ identities and the overall
integrity of their image databases. Many tie the issuance of their driver’s license or
identification card credentials to the results of the outcome of the technology. Within individual
jurisdictions results have been spectacular. Tens of thousands of stolen identities have been
discovered for follow-on law enforcement investigation solely through the use of FR screening.
Each jurisdiction can point to several high profile cases resulting in criminal convictions.

MorphoTrust USA, LLC (MorphoTrust) is a leading provider of FR screening solutions to
federal and state government agencies, including more than 30 MVAs, continually leading the
way to fight fraud, identity theft, and terrorism. In fact our FR systems search billions of images
every day. We seek to partner with select MVAs to expand their current systems to include a
multi-state screening capability.

This proposed Multi-State Commercial Driver’s License (CDL) Facial Recognition Screening
Project will advance the reach of the technology for New York Department of Motor Vehicles
(NY), Connecticut Department of Motor Vehicles (CT), and New Jersey Department of Motor
Vehicles (NJ) to allow for the prevention and identification of identity fraud across MVA
jurisdictional boundaries. Up until now there have been limited ways for jurisdictional law
enforcement to identify fraudsters obtaining illegal credentials in neighboring states. This
project will establish a network and additional investigation capabilities for independent FR
systems and users to allow for batch and ad hoc FR searching of other networked jurisdictional
FR system(s).
Executive Summary
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Project Requirements/Objectives
The objectives/goals of the proposed Multi-State CDL Facial Recognition Screening Project are
to:
1.

Prevent the issuance of CDL privileges and credentials for NY, CT, and NJ when
possible fraud is detected and minimize the potential for commercial drivers whose
driving privileges have been suspended or revoked in one state to illegally obtain a
valid CDL in one of the other states in the jurisdiction

2.

Reduce the number and severity of commercial motor vehicle crashes by
implementing a “point forward” multi-state, cross-jurisdictional image verification
program for NY, CT, and NJ

3.

Allow for additional jurisdictions to seamlessly join the network and, based on
approval from partner jurisdictions, begin searching across jurisdictional boundaries

To achieve these goals/objectives, the proposed Multi-State CDL Facial Recognition Screening
Project will employ a point-to-point network that enables each MVA jurisdiction involved in the
project to establish business rules and exception conditions specific to each MVA with whom
they choose to connect. CDL photos from new and renewed applications will be sent to any
partner MVA and searched within that MVA’s FR system, with the CDL photos from the
requesting state being run against the receiving state’s entire photo database, including CDL
and non-CDL (if applicable). If a high probability match is found, the photos and demographics
will be sent to the originating MVA for review and adjudication. As part of this process,
business rules, record status, and pending actions will be used to filter matches that occur as
part of normal operations. These conditions will vary among agencies based on jurisdiction
statutes but will require the same manual effort to resolve.
When a fraud case is identified, investigators will require support to share and collaborate with
their counterparts in the other MVA. This support may be in the form of interactive tools, secure
documentation, and/or data access and sharing.

Project Requirements/Objectives
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Description of Goods/Services
MorphoTrust will support the Multi-State CDL Facial Recognition Screening Project with
enhancements to existing agency FR solutions and technology to facilitate communication
between agencies and professional services. These services will help the project partners
analyze needs, capture requirements, manage technology delivery, and manage an
enhancements roadmap.
This section defines the goods and services from three perspectives:
1. Solution Architecture describes the solution, enhancements and new components using
a high level diagram of the multi-agency configuration.
2. Scope of Work describes the efforts and activities required to deliver the solution.
3. Hardware and Software summarizes platforms and new server requirements.

Description of Goods/Services
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Solution Architecture
Figure 1 summarizes the overall solution for the Multi-State CDL Facial Recognition Screening
Project.

Description of Goods/Services
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The Multi-State CDL Facial Recognition Screening Project solution will include an enhanced
feature set for
The BI enhancements and additions will provide:






Description of Goods/Services
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The priority and timing will be based on
cost-benefit analysis of the pilot results and product priorities.

Scope of Work
Several activities are required to define and implement the solution changes that enable the
Multi-State CDL Facial Recognition Screening Project. These include:


Definition of the collaborative multi-state investigation process with lead investigators
from each agency



Update of the investigation tools in conjunction with the agency IT application teams





Ramp-up of the project operations within each agency in conjunction with investigation
team leadership and lead investigators

Assumptions
•

Description of Goods/Services
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o

Hardware and Software
Biometric Identification
Software changes that relate to daily operations will be kept to an absolute minimum. However,
linkage to idFabric and support for cases with multi-agency content will involve new features
and functions.
Biometric Identification Changes
•

Description of Goods/Services
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Description of Goods/Services
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Work Breakdown
Program Planning and Management
MorphoTrust will provide project management (PM) leadership to plan and guide the project
throughout the contract to ensure customer deliverables are met and provided as required.
MorphoTrust PM will be the focal point for project delivery with responsibilities including
project kick-off meeting coordination, detailed project schedule creation and maintenance,
project reviews, status updates, coordination of activities, and problem resolution.
MorphoTrust PM planning will be coordinated with the lead state but will include coordination
and communication with all participating jurisdictions.

Requirements and System Design
MorphoTrust will validate requirements with the participating jurisdictions and create a
product requirements document (PRD). The PRD will be approved by all participating agencies
and show the overall requirements for the communications among agencies, biometric
screening operations, and the investigation and case management tools. The use cases with the
appropriate actions, conditions, and work flow will be included. The PRD will also delineate the
release date for inclusion in version 1.0 or subsequent product versions.
Once the requirements have been approved MorphoTrust will create the design documentation.
A product functional specification (FS) and network architecture diagram/platform
specification (PS) to detail the delivered product solution for the Multi-State CDL Facial
Recognition Screening Project will be created. The overall solution provided will be the same for
all MVAs and will be based on the agreements to requirements for version 1.0. MorphoTrust
will also work with all jurisdictions to document individual jurisdictional configurations in a

Work Breakdown
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configuration guide (CG). The CG will document business rules such as searchable
jurisdictions, time to search, batch vs. ad hoc, etc. MorphoTrust will also work with the
individual jurisdictions to create interface control documents to document the methodology of
communication among individual jurisdictions. The establishment of a secure network by
allowing individual and batch transactions will be documented.

Bill of Materials Development and Materials
MorphoTrust will create a bill of materials (BOM) for jurisdictional purchase of the required
production, User Acceptance Testing (UAT) system hardware, and third party software in
accordance with the PS. MorphoTrust will purchase and stage any of the servers for
development and quality assurance (QA) that is performed at MorphoTrust facilities.

Development
The MorphoTrust development team will work with approved specifications to develop a
single product that can be configured for individual jurisdiction use. The three main
components of the development will focus on the following areas:
a) Interstate Communications Manager
MorphoTrust will provide professional services to assist the individual jurisdictions to
establish interstate communications among the partner agencies to setup a secure
communications channel for the transfer of photos and limited demographics data
among the agencies. As part of our idFabric product, MorphoTrust’s multi-state
communications manager will be used for this purpose. Individual states will provide
the communication channels, security, and bandwidth. MorphoTrust will lead the setup
based on the approved interface control document and work with the participating
agencies to test the communication.
b) Biometric services
MorphoTrust will provide professional services and software to allow for scheduled
batch searching and ad-hoc investigative searching through the individual jurisdiction

Work Breakdown
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Automated Biometric Identification System (ABIS) or equivalent one-to-many FR
system. The PS and CG will be used for this effort.
c) Investigation and case management tools
The MorphoTrust biometrics team will provide a software add-on to the existing BI
product along with database modification scripts that will be accommodated by the
MorphoTrust investigation solution, case management solution, and user interface in
accordance with the requirements of the statement of work (SOW), FS, and CG.

QA Testing
MorphoTrust will create an internal product testing plan and conduct a QA review of the
solution prior to delivery to ensure the solution is in accordance with the FS. QA will also
review and approve the individual jurisdictional setup based on each agency’s CG.
The MorphoTrust communications manager will provide the required scripting, installers, and
release processing to allow QA testing to occur.

Integration
MorphoTrust integration engineers (IEs) will work with the individual jurisdictions to install
and configure the QA approved solution in both UAT and production. IEs will also work with
MorphoTrust QA and the customer to create a general UAT plan that could then be modified by
individual jurisdictions to accommodate any local business rules/configurations. The IE effort
will be focused in three areas that will integrate the solution into the individual customer
environments for preparation for UAT. Once UAT is complete, IEs will install the approved
solution in the customer’s production environment.
a) Interstate communications
The MorphoTrust IEs will install and configure the idFabric and interstate
communications manager at each participating jurisdiction. MorphoTrust IEs will also
provide professional services to assist the individual jurisdictions in establishing
interstate communications among the partner agencies and in setting up a secure

Work Breakdown
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communications channel for transfer of photos and limited demographics data among
the agencies.
b) Biometric services
MorphoTrust will provide professional services to install the ABIS biometric searching
and business rules and software to allow for scheduled batch searching and ad-hoc
investigative searching through the individual jurisdiction ABIS or an equivalent one-tomany FR system.
c) Investigation and case management tools
The MorphoTrust IEs will install the software add-on to the existing BI product along
with database modification scripts to allow for the use of the MorphoTrust investigation
and case management solution and user interface.

UAT Testing
MorphoTrust will provide support and guidance to each customer as the system is brought
through the UAT process. The states will notify MorphoTrust when UAT is complete and is
ready for integration into the production environment. It is envisioned that the lead state and
one other jurisdiction will be the initial UAT/project with subsequent UATs for the remaining
partner agencies.

Documentation, Training, and Deployment
a) Documentation and training
MorphoTrust will provide both end user and IT training at each jurisdiction. Two
sessions, each lasting approximately four hours in duration, will be provided for
investigative end users. One additional training session will be provided for IT. One
hard copy of end user documentation will be provided for each customer, in addition to
the rights to reproduce for jurisdictional use.

Work Breakdown
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b) Deployment
Upon successful completion of the Multi-State CDL Facial Recognition Screening Project
UAT phase, MorphoTrust and the customer will mutually agree on a schedule for the
deployment of the system. It is envisioned that the lead state and one other jurisdiction
will be the initial project with subsequent project/go-live for the remaining partner
agencies.

Field Service and Tier 3 Support Transition
Once the system is accepted and end users trained, the project and support of the Multi-State
CDL Facial Recognition Screening system will be transitioned to the MorphoTrust field service
and Tier 3 software support team. This includes bug fixes and patches required to keep the
system operational. MorphoTrust will provide product releases once per year to all customers
as long as maintenance and support is continued with MorphoTrust.

Ongoing Project Work
Once the project has been deployed, it will run for one year, with quarterly evaluation and
assessment. This will enable the partner MVAs to evaluate the project on an on-going basis and
provide for refinement and enhancement of the technology and procedures, as necessary. It is
anticipated that additional MVAs will join the program during that time, resulting in a robust,
replicable Multi-State CDL Facial Recognition Screening Program that will help meet the goal to
reduce the number and severity of commercial motor vehicle crashes.

Project Close Out
The project will close out at the end of the specified contract period.

Work Breakdown
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Timeline

Timeline
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Project Deliverables
The following project deliverables will be provided:

Project Deliverables
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Customer provided Hardware and Software
The following hardware and software will be provided by each MVA:

Project Payment Milestones
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Project Payment Milestones
MorphoTrust will invoice the states the amounts listed below upon completion of the respective
milestone deliverables:

Payment 1: $50,000 per jurisdiction (NY, CT, and NJ – total is $150,000) upon completion of
requirements and product design


Deliverables:
o

Project management plan ( 1 for the program)

o

Project schedule (1 for the program)

o

Functional specification (1 for the product)

o

Network architecture/platform specification (1 for the product)

Payment 2: $100,000 per jurisdiction (NY, CT, and NJ – total is $300,000) upon completion of
specifications


Deliverables:
o

Interface control document (1 for each jurisdiction)

o

Jurisdiction-specific configuration guide (1 for each jurisdiction)

Project Payment Milestones
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Payment 3: $350,000 per jurisdiction (NY, CT, and NJ – total is $1,050,000) upon completion of
UAT testing


Deliverables:
o

Interstate CDL screening communications manager license (1 for each
jurisdiction)

o

Interstate facial recognition screening and investigations license (1 for each
jurisdiction)

Payment 4: $200,000 per jurisdiction (NY, CT, and NJ – total is $600,000) upon completion of
documentation, training, and deployment


Deliverables:
o

On-site training (1 for each jurisdiction)

o

End user documentation (1 for each jurisdiction)

o

1st year interstate CDL screening communications manager maintenance (1
for each jurisdiction)

o

1st year interstate facial recognition investigations annual maintenance (1 for
each jurisdiction)

NY total payment - $700,000
CT total payment - $700,000
NJ total payment - $700,000
Total for 3 agency deployment - $2,100,000
Options:
•
•

idFabric interstate CDL screening communications manager server hardware $14,000/jurisdiction
Annual maintenance after 1st year - $68,000 per jurisdiction

Project Payment Milestones
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Terms:
When accepted by NY, this proposal shall be deemed an amendment to contract number
C00820 between the NY Department of Motor Vehicles and MorphoTrust. All deliverables
offered in this quotation shall be subject to the terms and conditions set forth in contract C00820,
except as amended by this proposal or the resulting purchase order that will incorporate the
terms that have been outlined herein.
All shipping terms shall be FOB destination.

Project Payment Milestones
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Project Assumptions

1. Interstate memorandums of understanding (MOUs) are defined and handled solely by
the MVA jurisdictions.
2. If necessary, NY DMV will enter into a MOU with the States of Connecticut, New Jersey,
and Maryland to jointly work and complete this project.
3. Any changes to the hardware, software, services, or assumptions will alter the final
price.
4. Additional MVA jurisdictions or additional databases within existing partner MVA
systems will be handled outside the scope of this agreement.

7. Participating MVAs will procure, configure, install, and maintain any end user systems
to view, utilize, and administer the Multi-State CDL Facial Recognition system.
8. Participating MVAs will provide server hardware, operating system and database
software as required.
9. Participating MVAs will procure, configure, install, and maintain any server
infrastructure (KVM, UPS, KMM, etc.), networking or communication equipment, and
data service used in conjunction with this project.

Project Assumptions
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10. Participating MVAs will provide adequate system bandwidth among the necessary
components to allow for reliable, unencumbered end user usage.
11. Participating MVAs will assign a lead state to act in their behalf and process payments
to MorphoTrust for agreed upon services and licensing.
12. Participating MVAs will appoint a project manager who will be the primary point of
contact for the state responsible for scheduling and for resolving issues and questions
for MorphoTrust in a timely fashion.
13. Participating MVAs will review and approve all submitted documentation in timely
fashion.
14. Participating MVAs will provide technical and business support in a timely manner.
15. Participating MVAs will facilitate timely payments to MorphoTrust.
16. Anti-virus installation and updates on all PCs/servers would be the responsibility of
participating MVAs unless MorphoTrust is already responsible for these services in the
existing BI/ABIS system maintenance contract. Antivirus configuration will need to be
vetted by MorphoTrust to ensure that whatever system is chosen does not preclude or
interfere with the normal operation of any software systems.

19. Any additional hardware or third party software not included in this document but
required for the installation will be the responsibility of participating MVAs.
20. Any requirement for high availability (HA) or disaster recovery (DR) is beyond the
scope of this project.
21. UAT would be performed on separate UAT hardware/virtual machine (VM) that could
be utilized after production rollout for subsequent patch and new version release testing
by the MVA.

Project Assumptions
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22. The license/maintenance fees established in the individual jurisdictions for the base
BI/ABIS system remain in effect and are unchanged by this agreement. No additional
image or concurrent use licensing for end user applications is included with this
agreement.

24. The CDL screening project match results will not be used for the gating of daily driver’s
license card issuance.
25. If required, MorphoTrust will enter into Contract Amendments of the existing Contracts
in place with the States of Connecticut, New Jersey, and Maryland.

Project Assumptions
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Change Management Process
The MorphoTrust change management process provides the coordination of changes to ensure
the balance between stability requirements of the program infrastructure and flexibility
requirements to meet changing business and users requests. The process recognizes external
customer and contractual obligations that may exist and their needs and impact on this process.
The change control process is a collaborative effort of the MorphoTrust and the MVA agencies.
The change management process should be used to proactively understand, document, and
control changes so the project is not overwhelmed, continues to move toward a successful and
on-schedule implementation, and provides continuous operations throughout the contract term.
This helps us keep change control to a minimum once the requirements and system design
phase is completed. Fewer changes to the project reduces risks and permits the agreed-upon
schedule to be met, allowing successful deployment of the new system to meet or exceed MVA
expectations. Figure 2 outlines a proposed change control process that supports a clear
understanding of risk and project impact, as well as smooth documentation update and
deployment of changes into the solution.

Change Management Process
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Figure 2: Change Control Process
This process defines clear impact to existing project work
and drives smooth deployment of approved changes.
Once agreement has been reached regarding the product specifications and agency
configurations, we will look for approval from authorized agency staff before migrating any
changes from the test environment into the production environment or otherwise modifying or
deviating from data provisions and requirements as approved. We will implement our change
management process to ensure that standard methods/procedures are used for efficient and
prompt handling of all program changes. This will minimize the impact of change-related
incidents and improve the delivery of our services. The process helps to:
•

Control (and track) changes

•

Provide approval and visibility to all stakeholders

•

Monitor and manage change consistently and effectively

Change Management Process
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Appendix I – Maryland Participation Proposal
The Maryland MVA and New York DMV have requested input on supporting the merger of the
MD MVA FMCSA grant with the Northeast Multi-State CDL Facial Recognition Project. The
stated objective was to support MVA participation as a peer with NY, NJ and CT with the
solution located within the NY DMV. An estimate of increased costs required to support this
merger and expansion was also requested.

Appendix I – Maryland Participation Proposal
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Appendix I – Maryland Participation Proposal
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Project Payment Milestones
MorphoTrust will invoice NY the amounts listed below upon completion of the respective
milestone deliverables:

Payment 1: $300,000 upon completion of UAT testing


Deliverables:
o

BI system licensed for 400,000 MD CDL images for a 3 year term

o

Interstate CDL screening communications manager license

o

Interstate FR screening and investigations license

Payment 2: $125,000 upon completion of documentation, training, and deployment


Deliverables:
o

On-site training

o

End user documentation

o

1st year interstate CDL screening communications manager maintenance

o

1st year interstate FR investigations annual maintenance
Appendix I – Maryland Participation Proposal

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Total for MD deployment - $425,000
Options:


Annual maintenance after 1st year - $60,000

Appendix I – Maryland Participation Proposal
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Project Assumptions
1. Interstate memorandums of understanding (MOUs) are defined and handled solely by
the MVA jurisdictions.
2. Any changes to the hardware, software, services, or assumptions will alter the final
price.
3. It is assumed that MD will provide a historical data extract from their system of record
in a mutually agreeable format.
4. It is assumed that MD will provide technical support for interface development and
testing.
5. Additional MVA jurisdictions or additional databases within existing partner MVA
systems will be handled outside the scope of this agreement.
6.

7.

8.

9.

10.

11.

12. Participating MVAs will assign a lead state to act in their behalf and process payments
to MorphoTrust for agreed upon services and licensing.

Appendix I – Maryland Participation Proposal
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13. Participating MVAs will appoint a project manager who will be the primary point of
contact for the state responsible for scheduling as well as resolving issues and questions
for MorphoTrust in a timely fashion.
14. Participating MVAs will review and approve all submitted documentation in timely
fashion.
15. Participating MVAs will provide technical and business support in a timely manner.
16. Participating MVAs will facilitate timely payments to MorphoTrust.
17.

18.

19.

20.

21.

22.

23.

24.

Appendix I – Maryland Participation Proposal
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Appendix II – Glossary
This appendix contains a glossary of terms and acronyms used throughout this document.

Term

Acronym

Definition

Active Directory

AD

A directory service that Microsoft
developed for Windows domain networks
and included in most Windows Server
operating systems as a set of processes
and services.

Automated Biometric Identification
System

ABIS

A software platform for building multibiometric identity management solutions,
with business process management,
identity record keeping, verification,
deduplication, and identification
functionality. The platform provides
configurable solutions to process, store,
create, search, and compare biometric
identity records using face, iris and
fingerprint, including tenprint, palm and
latent, biometric modes, individually and in
combination — with the ability to easily
add new modalities in the future.

Bill of materials

BOM

A list of the raw materials, sub-assemblies,
intermediate assemblies, sub-components,
parts and the quantities of each needed to
manufacture an end product.

Biometric Identification

BI

A web-based, case management solution
for screening daily issuance of secure
identities and investigating potential
matches. It creates and stores biometric
information that matches biometric
templates for face and finger.

Commercial Driver’s License

CDL

A driver's license required in the United
States to operate any type of vehicle
weighing 26,001 pounds, or 10,001
pounds with any type of trailer towed.

Appendix II – Glossary
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Term

Acronym

Definition

Commercial Driver’s License Information
System

CDLIS

A nationwide computer system that
enables state driver licensing agencies to
ensure that each commercial driver has
only one driver’s license and one complete
driver record. State driver licensing
agencies use CDLIS to complete various
procedures, including:
 Transmitting out-of-state
convictions and withdrawals
 Transferring the driver record
when a commercial driver's license
holder moves to another state
 Responding to requests for driver
status and history

Commercial off-the-shelf

COTS

Software and services that are built and
delivered usually from a third party vendor.

Configuration guide

CG

A document that contains configuration
instructions

Disaster recovery

DR

Involves a set of policies and procedures
to enable the recovery or continuation of
vital technology infrastructure and systems
following a natural or human-induced
disaster.

Facial recognition

FR

A type of biometric software application
that can identify a specific individual in a
digital image by analyzing and comparing
patterns.

Functional specification

FS

A formal document used to describe in
detail for software developers a product's
intended capabilities, appearance, and
interactions with users.

High availability

HA

A system or component that is
continuously operational for a desirably
long length of time.

Information technology

IT

The study or use of systems (especially
computers and telecommunications) for
storing, retrieving, and sending
information.

Integration engineers

IE

Engineers who bringing together the
component subsystems into one system
and ensuring that the subsystems function
together as a system.

LexisNexis

A corporation providing computer-assisted
legal research as well as business
research and risk management services

Appendix II – Glossary
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Term

Acronym

Definition

Memorandum of understanding

MOU

A formal agreement between two or more
parties. Companies and organizations can
use MOUs to establish official
partnerships. MOUs are not legally binding
but they carry a degree of seriousness and
mutual respect, stronger than a
gentlemen's agreement.

MorphoTrust® idFabric

idFabric

Manages identification batch requests
between agencies and consolidation of
match results.

Motor Vehicle Agencies

MVA

A state-level government agency that
administers vehicle registration and driver
licensing.

Personally identifiable information

PII

Information that can be used on its own or
with other information to identify, contact,
or locate a single person, or to identify an
individual in context

Platform specification

PS

A document detailing the delivered product
solution

Product requirements document

PRD

A document that contains all the
requirements to a certain product and is
written to allow people to understand what
a product should do.

Project management

PM

Leadership member(s) who will plan and
guide the project through the contract to
ensure customer deliverables are met and
provided as required.

Quality assurance

QA

The maintenance of a desired level of
quality in a service or product, especially
by means of attention to every stage of the
process of delivery or production.

Statement of work

SOW

A document, routinely employed in the
field of project management, which defines
project-specific activities, deliverables and
their respective timelines, all of which form
a contractual obligation upon the vendor,
in providing services to the client.

System of record

SOR

An information storage system that is the
authoritative data source for a given data
element or piece of information.

User Acceptance Testing

UAT

A phase of software development in which
the software is tested in the "real world" by
the intended audience or a business
representative.

Virtual machine

VM

An operating system OS or application
environment that is installed on software
which imitates dedicated hardware.

Appendix II – Glossary
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