102Bidding Requirements and Conditions

SECTION 102 - BIDDING REQUIREMENTS AND CONDITIONS (Last Revised MayJanuary, 20256) 102-01 LOCATION OF REGIONAL OFFICES. The Regional Offices and counties covered are located as follows: Region Number Including Counties: Regional Office Address New York State Public Holidays New Year’s Day January 1 Martin Luther King, Jr. Day 3rd Monday in January President’s Day 3rd Monday in February Memorial Day Last Monday in May Juneteenth June 19 Independence Day July 4 Labor Day 1st Monday in September Columbus Day 2nd Monday in October Veteran’s Day November 11 Thanksgiving Day 4th Thursday in November Christmas Day December 25 102-02 EXAMINING THE CONTRACT DOCUMENTS AND THE WORK SITE. NEW YORK STATE DEPARTMENT OF TRANSPORTATION Section 100 STANDARD SPECIFICATIONS (USC) January 1, 2026 Volume 1 Albany Rensselaer Warren Essex Saratoga Washington Greene Schenectady 50 Wolf Road Albany, N.Y. 12232 (518) 457-3522 Fulton Madison Hamilton Montgomery Herkimer Oneida 207 Genesee Street Utica, N.Y. 13501 (315) 793-2447 Cayuga Oswego Cortland Seneca Onondaga Tompkins 333 E. Washington St. Syracuse, N.Y. 13202 (315) 428-4351 Genesee Ontario Wayne Livingston Orleans Monroe Wyoming 1530 Jefferson Road Rochester, N.Y. 14623 (585) 272-3310 Cattaraugus Niagara Chautauqua Erie 100 Seneca Street Buffalo, N.Y. 14203 (716) 847-3238 Allegany Steuben Chemung Yates Schuyler 107 Broadway Street Hornell, N.Y. 14843 (607) 324-8404 Clinton Lewis Franklin St. Lawrence Jefferson 317 Washington Street Watertown, N.Y. 13601 (315) 785-2333 Columbia Putnam Westchester Dutchess Rockland Orange Ulster 4 Burnett Boulevard Poughkeepsie, N.Y. 12603 (845) 431-5750 Broome Otsego Tioga Chenango Schoharie Delaware Sullivan 44 Hawley Street Binghamton, N.Y. 13901 (607) 721-8116 Nassau Suffolk 250 Veterans Memorial Highway Hauppauge, N.Y. 11788 (631) 952-6632 Bronx Richmond Kings Queens New York 1 Hunters Point Plaza 47-40 21st Street Long Island City, N.Y. 11101 (718) 482-4526 102-02 EXAMINING THE CONTRACT DOCUMENTS AND THE WORK SITE. Information on construction contracting opportunities, including letting schedules, contract documents, detailed plans of the work, contract proposals, supplemental information available to bidders, amendments, and other information are available on the Construction Opportunities > Contract Documents page of the Department’s Business Center web site at: www.dot.ny.gov/business for free download. Standard sheets are available on the Engineering > CADD Info > Drawings page of the Department’s Business Center web site at: www.dot.ny.gov/business for free download. The attention of persons intending to make proposals is specifically called to Article 3 Examination of Documents and Site of the contract agreement wherein the bidder agrees that it has examined the contract documents and the site of the work and has fully informed itself from personal examination of the same regarding the quantities, character, location and other conditions affecting the work to be performed including the existence of poles, wires, pipes, ducts, conduits, and other facilities and structures of municipal and other public service corporations on, over or under the site. Particular attention is called to 102-02 EXAMINING THE CONTRACT DOCUMENTS AND THE WORK SITE. NEW YORK STATE DEPARTMENT OF TRANSPORTATION Section 100 STANDARD SPECIFICATIONS (USC) January 1, 2026 Volume 1 contract plans and the contract proposal, which contains special notes and special specifications, which may contain contract requirements at variance with standard specifications and standard sheets and may include information concerning the existence of poles, wires, pipes, ducts, conduits, and other facilities and structures of municipal and other Utilities on, over or under the site. All inquiries prior to the receipt of bids regarding any discrepancy, error, or omission; or regarding the intent or meaning of the contract documents; shall be directed only through the website at: www.dot.ny.gov/business. Responses will be provided to Bidders through the website. The Bidder agrees that its proposed contract prices include all costs arising from existing conditions shown, or specified in the contract documents including the Base Line Data, and/or readily observable from a site inspection during the bidding period available under this contract, and/or generally recognized as inherent in the nature of the work. The Bidder shall take no advantage of any apparent error or omission in the contract documents. A. Base Line Data. The Department will make available relevant project specific information and engineering data that were used to develop the contract documents. The material will be listed as available on a form in the contract proposal entitled "Supplemental Information Available to Bidders". The supplemental information could include, for example, earthwork cross section sheets, various subsurface information, record plans, special reports and other pertinent project data. The information or data listed as available on the form can be accessed by the Contractor for inspection or reproduction at the Regional Office where the work is located. This material will be the Base Line Data and together with other contract documents will be used to determine changes to the work. Base Line Data will be consistently provided in all Department projects. B. Contract Document Components. The following components of the contract documents, as amended, complement one another in the declining order of precedence listed below. The intent of the contract documents is to include all items/aspects of the work that are necessary for the proper initiation, execution, and completion of the work. 1. Contract Plans (or Project Details located in the Contract Proposal, if provided); 2. Contract Proposal - Special Notes; 3. Contract Proposal - Special Specifications; 4. Standard Specifications including all revisions thereto, identified in the Contract Proposal; 5. Standard Sheets; 6. Base Line Data; 7. Any portion of the Contract Proposal not addressed in this order of precedence; 8. The proposal submitted by the Contractor. C. Subsurface Information. Boring logs and other subsurface information made available for the inspection of bidders were obtained with reasonable care and recorded in good faith by the Department. The subsurface information shown was obtained for State design and estimate purposes. It is made available to bidders so that they may have access to the same information available to the State. It is presented in good faith, but as with all subsurface information it represents only a small fraction of the total volume of material at the site. The soil and rock descriptions shown are as determined by a visual inspection of the samples from the various explorations unless otherwise noted. The observed water levels and/or water conditions indicated thereon are as recorded at the time of the exploration. These levels and/or conditions may vary considerably, with time, according to the prevailing climate, rainfall and other factors. Interpolation between data points may not be indicative of the actual material to be encountered. The locations of utilities or other underground man-made features were ascertained with reasonable care and recorded in good faith from various sources, including the records of municipal and other public service corporations, and therefore the location of known utilities may only be 102-03 OTHER CONTRACTS. NEW YORK STATE DEPARTMENT OF TRANSPORTATION Section 100 STANDARD SPECIFICATIONS (USC) January 1, 2026 Volume 1 approximate. Subsurface utility quality level designations shown in the contract documents are defined in accordance with §107-07FE. Quality Level Designations. 102-03 OTHER CONTRACTS. The Department reserves the right to let other contracts in connection with this work. The Contractor acknowledges that, from the contract documents , it has been informed of such other contracts in the work area, it has carefully reviewed the contract documents and all other pertinent information made available by the Department that relate to the nature and scheduling of these other contracts and will submit a progress schedule that takes into account the need to coordinate its work with other contractors. There may be other Utilities, contractors, or employees of the Department and its authorized representatives working at, or adjacent to, the work site during the term of the contract . The Contractor may not have exclusive access to or occupancy of the territory within the contract limits. To the extent indicated in the contract documents, the Department may also require that certain facilities and areas be used concurrently by the Contractor and others. The Contractor shall anticipate that its work may be interrupted or delayed from time to time due to the concurrent activities of others. 102-04 PROPOSAL CONTENT. Each proposal shall specify the correct gross sum, in the manner hereafter described for which the work will be performed according to the plans and specifications and any amendment to the specifications if the same are issued prior to the date of receipt of the proposal, together with a unit price for each of the specified separate items. The Bidder’s attention is directed to the fact that it cannot exceed three (3) decimal positions in the cents column under unit bid price. No zero-dollar bids for any item will be allowed. A. Fixed Price Items. Some of the contract pay items may be designated as Fixed Price Items, for which the unit prices are fixed, and published in the proposal. These contract pay items can be identified in the Itemized Proposal by the words, "Fixed Price: See Specification and §102-04" appearing beneath the description of the item, and preprinted entries in the "Unit Price" and "Bid Amount" columns. The bidder shall not change these entries. Should the amount shown be altered, the altered figures will be disregarded and the preprinted price and amount will be used to determine the total amount bid for the contract. Fixed Price Items generally indicate the price that will be paid for certain work. These have been prepared taking into account the cost of all labor, materials, and equipment necessary to complete the work including an allowance for overhead and profit. Actual payments made under Fixed Price Items will be in accordance with the provisions of the specification for that item. B. Dollars-Cents Items. Some of the contract pay items may be designated as Dollars-Cents Items, for which the unit prices are fixed at $1.00. These contract pay items have preprinted entries in the “Est of Quantities”, "Unit Price" and "Bid Amount" columns. The bidder shall not change these entries. Should the amount shown be altered, the altered figures will be disregarded and the preprinted price and amount will be used to determine the total amount bid for the contract. Dollars-Cents Items generally indicate an estimate of payments, with actual payments to be based on actual costs. Actual payments made under Dollars-Cents Items will be based on the provisions of the specification for that item. C. Minimum/Maximum Bid Items. Some of the contract pay items may be designated as Minimum Price Items or Maximum Price Items. These contract pay items can be identified in the Itemized Proposal by the words "Minimum Bid___" or "Maximum Bid___" appearing beneath the description of the item. The price bid for Minimum Price Items shall not be less than the minimum price published in the Itemized Proposal, but it may exceed that price. The price bid for Maximum Price Items shall be less than, or equal to, the maximum price published in the Itemized Proposal. If a bid is less than the Minimum Price, or more than the Maximum Price, published in the Itemized Proposal, 102-05 PROPOSAL SUBMISSION. NEW YORK STATE DEPARTMENT OF TRANSPORTATION Section 100 STANDARD SPECIFICATIONS (USC) January 1, 2026 Volume 1 the Department will substitute the appropriate minimum (or maximum) price and make the necessary adjustments to determine the total amount bid. D. A+B Bidding. Some contracts may use A+B bidding. The contract proposal specifies the maximum number of consecutive calendar days for each stage or phase of work subject to A+B Bidding, referred to as B-portion work, in the Special Note entitled Description of B-Portion Work. The Bidder shall enter the number of consecutive calendar days bid for each phase or stage of work subject to A+B bidding individually in the space provided in the Itemized Proposal. If a Bid shows time for completion of B-portion work in excess of the maximum number of consecutive calendar days allowed, the Department will substitute the maximum time allowed and make the necessary adjustments to determine the total amount bid. E. Percentage Bid Items. Some of the contract pay items may be designated as Percentage Items. These contract pay items will contain a number in the "Approximate Quantity and Units" column of the Itemized Proposal. This number represents the number of dollars correlating to a percentage bid of 100%. The "Bid Amount" will be determined by the product of the percentage bid under the “Unit Price”, expressed as a decimal, multiplied by the quantity of dollars shown in the "Approximate Quantities and Units" column. The Bidder shall enter a percentage bid in decimal form under the "Unit Price." For example, a bid of 10.5 percent would be entered under the “Unit Price” as 0.105. A bid of one hundred percent would be entered as 1.000. Percentage bid items may be bid onl y as whole percentages and tenths of percentages. If a bid is expressed to hundredths of a percent (e.g., 10.65%), the Department will disregard the hundredths portion (i.e., the 0.05) and make the necessary adjustments to determine the total amount bid based on the expressed whole plus tenths percentage (e.g., 10.6% or 0.106). 102-05 PROPOSAL SUBMISSION. The deadline for submitting a proposal is found in the published notice calling for proposals. Any proposal received after the time specified in the published notice, as modified by any Amendment, will not be accepted. Any proposal which does not contain prices opposite each of the items for which there is a quantity exhibited in the itemized proposal, or which shall in any manner fail to conform to the conditions of the published notice inviting proposals, may be deemed informal. All blank spaces in the proposal form shall be filled in as noted, and no change shall be made in the wording of the proposal or in the items mentioned therein. If the proposal is made by an individual, the individual’s address shall be given. If the proposal is made by a corporation, the names and addresses of the president, secretary and treasurer shall be given. If the proposal is made by a partnership, the names and addresses of the partners shall be given. Amendments will be provided via electronic means on the Department website. Persons or firms that obtain contract documents from sources other than the Department bear the sole responsibility for obtaining any Amendments issued by the Department. Hard copy proposals submitted by the Bidder shall be prepared on the proposal form prepared by the Department for that individual contract, including all updates issued via amendment. Bidders shall use dark permanent ink in completing hard copies of the proposal form, and ensure the form is clear and legible. Proposals that are illegible or that contain any omission, erasures, non-permanent ink, alterations, additions, or items not called for in the itemized proposal or that contain irregularities of any kind, may be rejected as informal. The Bidder is encouraged to submit an electronic bid file with their paper bid, however, electronic bid files on disk will not be accepted without a paper bid. If there is any discrepancy between the paper bid and the electronic file, the paper bid will prevail. The Bidder shall sign in the space provided in the proposal form, with its signature. An officer of a corporation or a member of a partnership signing for the bidder shall place his or her signature and title after the word "By" under the name of the Contractor. The same procedure shall apply to the proposal of a joint venture by two or more 102-06 BID DEPOSIT. NEW YORK STATE DEPARTMENT OF TRANSPORTATION Section 100 STANDARD SPECIFICATIONS (USC) January 1, 2026 Volume 1 bidders with each party of the joint venture submitting a separate signature page. If the signature is by an agent or attorney-in-fact for the joint venturers, then the proposal shall be accompanied by an authenticated copy of the evidence of its authority to act on behalf of all of the joint venturers. Proposals submitted via the Internet by the Bidder using Bid Express shall be prepared using the electronic file(s) prepared by the Department for that individual contract, including all updates issued via amendment. The Bidder shall submit and digitally sign the electronic bid. For joint ventures submitted electronically, an authenticated copy of the evidence of the authority of the agent or attorney-in-fact for the joint venturers to act on behalf of all of the joint venturers must be submitted to the Contract Management Bureau prior to the Letting. If a Bidder submits both a electronic bid via the Internet using Bid Express and a paper bid, the Bid Express bid will rule, and the paper bid will be regarded as informal. 102-06 BID DEPOSIT. THE BIDDER MUST SUBMIT A BID SECURITY WITH EACH BID. Every proposal shall be accompanied by (1) a bid bond or (2) a certified check payable to the New York State Department of Transportation or (3) a bank cashier's check payable to the New York State Department of Transportation. If the Bidder elects to submit a bid bond, it shall be on the Department's Bid Bond Form (CONR 391, a sample of which is included in §102 -15, Sample Form of Bid Bond ) that already contains language representing 5% of the total bid. If the Bidder elects to submit a certified check or bank cashier's check for a bid deposit, it shall be 5% of the total bid. The retention and disposition of such bid bond or certified check or bank cashier's check by the Department shall be pursuant to and in conformity with §38(2) of the Highway Law, as amended. 102-07 MODIFICATION OR WITHDRAWAL OF PROPOSAL. Permission will not be given to modify or explain by e-mail, telephone, letter or otherwise, any proposal after it has been deposited with the Department. Paper proposals may be withdrawn before the time designated for opening by submitting a request to the Director, Contract Management Bureau, on company letterhead and signed by an officer of the company who possesses appropriate binding contracting authority for such company. The Contractor shall be responsible to confirm such requests are received by the Department. Email requests for withdrawal of paper proposals must be followed up with the submission of the original document. Electronic proposals may be withdrawn in their entirety before the time designated for opening via the Tools function in AASHTOWare Project Bids. No notification to the Department is necessary. No proposal shall be withdrawn after the time designated for opening such proposals publicly, except to exercise the option as provided herein. The Department will open and read proposals in the order determined by the Department and not in the order in which the projects are advertised. Any bidder or its duly authorized agent who is physically present at the letting and who has submitted proposals on more than one project of any one letting may, at its option and upon written request to an authorized Department representative at the letting, withdraw any or all of its additional proposals after the person who opens and reads the proposal has announced that such bidder has submitted the lowest proposal on a project for which proposals have last been read. When this option is exercised, the requested proposals to be withdrawn will be returned to the bidder unopened or, if the proposal was submitted electronically, the Department will delete the proposal(s) and the proposal will not be made public. No returned proposals can be resubmitted after the bidder has exercised its privilege to withdraw the same. Any bidder exercising the privilege of so withdrawing its proposal(s) waives all claims that may arise should it be found that its opened proposal is informal or for any other reason is unacceptable to the Department. 102-08 SAMPLE APPENDIX A - STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS. 102-08 SAMPLE APPENDIX A - STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS. NEW YORK STATE DEPARTMENT OF TRANSPORTATION Section 100 STANDARD SPECIFICATIONS (USC) January 1, 2026 Volume 1 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 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, if this contract exceeds $50,000 (or $75,000 for State University of New York or City University of New York contracts for goods, services, construction and printing, and $150,000 for State University Health Care Facilities) 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 $25,000, 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, either for itself or its customer agencies by the Office of General Services Business Services Center, is required when such contracts exceed $85,000. Comptroller’s approval of contracts established as centralized contracts through the Office of General Services is required when such contracts exceed $125,000, and when a purchase order or other procurement transaction issued under such centralized contract exceeds $200,000. 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, nor subject any individual to harassment, because of age, race, creed, color, national origin, citizenship or immigration status, sexual orientation, gender identity or expression, military status, sex, disability, predisposing genetic characteristics, familial status, marital status, or domestic violence victim status or because the individual has opposed any practices forbidden under the Human Rights Law or has filed a complaint, testified, or assisted in any proceeding under the Human Rights Law. 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 102-08 SAMPLE APPENDIX A - STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS. NEW YORK STATE DEPARTMENT OF TRANSPORTATION Section 100 STANDARD SPECIFICATIONS (USC) January 1, 2026 Volume 1 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 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 (2 NYCRR 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 102-08 SAMPLE APPENDIX A - STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS. NEW YORK STATE DEPARTMENT OF TRANSPORTATION Section 100 STANDARD SPECIFICATIONS (USC) January 1, 2026 Volume 1 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.