P-PBS Shelter K-FwC

Westhab – St. Edwards

EPIN 07119P0003055

HUMAN SERVICES STANDARD CONTRACT

AGREEMENT (together with all Appendices, Exhibits and Riders, "this Agreement" or "the
Agreement") dated ___________________________ between the CITY OF NEW YORK
(“City”) acting by and through its Department of Homeless Services (“Department” or "DHS"),
having an office located at 33 Beaver Street, New York, New York 10004 and Westhab, Inc.
(“Contractor”) a not-for-profit corporation having its principal office located at 8 Bashford
Street, Yonkers, NY 10701.

WHEREAS, the Department is responsible for administering temporary emergency housing and
housing support (collectively, “Shelter”) for families determined by the Department to be eligible
for Shelter (“eligible homeless families”) and

WHEREAS, the Department has determined that there exists a need to provide Shelter to eligible
homeless families; and

WHEREAS, the Contractor represents that it is authorized by its Certificate of Incorporation to

provide Shelter to eligible homeless families and that it meets in all material respects all Federal,
State and City laws currently applicable to providers of Shelter; and

WHEREAS, the Department procured those services through competitive sealed proposals; and

WHEREAS, the Contractor has submitted a responsive proposal, which is incorporated into the
Contract by reference and accepted by the Department; and

WHEREAS, Contractor, having been awarded the Contract, is ready, willing and able to perform
and operate a Shelter located at a parcel of land known as Block 2034, Lot 135 on the Tax Map
of the City of New York, County of Brooklyn, together with all improvements thereon, also
known by the street address of POL 87(2)(a) (the “Premises”);
and

WHEREAS, Contractor will enter into the Lease, as defined below, for use of the Premises with
108 St. Edwards Housing Development Fund Corporation (“Owner”), pursuant to which
Contractor will make the required Building Rent Payment (as hereinafter defined) for use of the
Premises; and

WHEREAS, Owner intends to mortgage the Premises to finance the acquisition, renovation,
construction, and development of the Premises for use as a Shelter by the Contractor; and

NOW, THEREFORE, the parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.01 Definitions

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The following words and phrases, or pronouns used in their stead, shall, wherever they
appear in this Agreement, be construed as follows, unless a different meaning is clear from the
context (See Appendices A and B for additional definitions):

A. “Annual HDFC Costs” means those normal costs of ownership as defined under
NYCRR Title 18, Chapter II, Part 491 as though the Contractor had secured title to the Premises,
and as described in 45 CFR Section 75.449 but excluding Building Rent (defined below) and
Insurance Rent (defined below).

B. “Board of Directors” or “Board” means the board of directors, board of trustees,

or a similar body vested with the duty and responsibility for management and oversight of
Contractor’s affairs as they relate to its performance under this Agreement.

C. “Budget” means the line-item costs, performance based measures, or fee-for-

service rate schedule attached hereto as Appendix C, based on the approved Shelter Model
Budget, as delineated in the underlying Shelter Request for Proposals. A subset of the overall
budget shall include a breakdown of the planned annual Maintenance and Operations expense at
the Premises.

D. “Building Rent” means the rent payable by Contractor under the Lease for rental
of the Premises pursuant to the Lease, the annual amount of which Building Rent shall be as set
forth on Appendix E, as described in Section 3.03 of this Agreement; .

E. "Building Rent Commencement Date" shall have the meaning assigned to such
term in Section 3.03(F)(2) of this Agreement.

F. "Building Rent Payment" means a payment of Building Rent.

G. "Building Rent Term" means the period commencing on the Building Rent
Commencement Date and ending on the date of the three hundred sixtieth (360th) Building Rent
Payment.

H. “Commissioner” or “Agency Head” means the head of the Department or his or

her duly authorized representative. The term “duly authorized representative” shall include any
person or persons acting within the limits of his or her authority.

I. “Comptroller” means the Comptroller of the City of New York.

J. “Fiscal Agent” means an entity (if any) retained by the Department, or retained
by Contractor at the direction of the Department, to issue payments to third parties on behalf of
Contractor or otherwise to assist Contractor in the administration of its financial affairs.

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K. “Fiscal Manual” means a set of instructions provided by the Department to

Contractor documenting the applicable policies and procedures of the Department for Contractor
to use in such matters as record-keeping, bookkeeping, reporting, invoicing and claiming,
budgeting, cost allocating, procurement, and payroll, as may be amended by the Department.
The Fiscal Manual is incorporated by reference and may be found online at
www.nyc.gov/html/dhs/html/home/home.shtml. The Fiscal Manual is not intended to amend the
terms of this Agreement including, but not limited to, with respect to the Scope of Work, the
terms and conditions of this document, Building Rent, Insurance Rent (as hereinafter defined),
Tax Rent (as hereinafter defined), Appendix B and Appendix A.

L. “Improper Related Party Transaction” means a Related Party Transaction that

violates Not-for-Profit Corporation Law section 715 and is not fair, reasonable, and in
Contractor’s best interest at the time Contractor’s Board approved the transaction.

M. "Insurance Rent" means the rent payable by Contractor under the Lease for
insuring the Premises, which insurance expense shall be included as a line item Contractor
expense in the Budget.

N. “Law” or “Laws” means the New York City Charter (“Charter”), the New York
City Administrative Code (“Admin. Code”), a local rule of the City of New York, the
Constitutions of the United States and the State of New York, a statute of the United States or of
the State of New York and any ordinance, rule, or regulation having the force of law and adopted
pursuant thereto, as amended, and common law.

O. “Lease” means the Lease for the Premises between Owner and the Contractor,
which must be approved in writing by the City no later than the first Building Rent Payment.

P. "Lease Expiration Date" means the date of expiration or earlier termination of this
Agreement.

Q. "Lease Term" means the period commencing on the Building Rent

Commencement Date or the Shelter Operations Commencement Date, whichever is earlier, and
ending on the Lease Expiration Date.

R. “Minimum Occupancy Rate” for those shelters with 31 or more units shall mean
a minimum occupancy rate of 95%. For those shelters with 10 to 30 units, “Minimum Occupancy
Rate” shall mean a minimum occupancy rate of 90%. The minimum occupancy rate shall be
calculated on an annual basis. The Contractor shall not operate a shelter in the Facility below
the minimum occupancy rate applicable to the Facility without the prior written approval of the
Department.

S. “Per Diem Rate” means the cost per occupied unit, per day excluding Allowance
for Repairs, as defined herein.
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T. “Related Party” means any person associated with Contractor who is covered by
the definition of “related party” in Not-for-Profit Corporation Law section 102. Related parties
do not include City officials and employees acting within the scope of their official governmental
duties.

U. “Related Party Transaction” means any transaction, agreement or any other

arrangement in which Contractor or any affiliate of Contractor is a participant that is covered by
the definition of “related party transaction” in Not-for-Profit Corporation Law section 102.

V. “Residence Services” means the services specified in Appendix B, Article 8 of

this Agreement.

W. “Start-up Costs” shall be as defined in Section 3.03(C).

X. “State” means the State of New York.

ARTICLE II — TERM OF AGREEMENT

Section 2.01 Term. The term of this Agreement begins on July 1, 2022 and ends on
June 30, 2055, unless earlier terminated or extended pursuant to the terms of this Agreement
(“Term”).

Section 2.02 [INTENTIONALLY OMITTED]

Section 2.03 Future funding. Because the period of performance contemplated by this
Agreement involves performance by Contractor in subsequent City fiscal years, funding for this
Agreement is subject to the appropriation of funds by the City for such subsequent City fiscal
years. Contractor also understands that the Department is under no obligation to continue its
funding after the expiration of the term of this Agreement.

ARTICLE III — SCOPE OF WORK AND BUDGET

Section 3.01 Scope of work.

A. Services and Activities. Contractor shall provide the services and activities in
program areas or programs listed and described in the Scope of Work attached hereto as
Appendix B.

B. Healthy food environment. The City aims to reduce the prevalence of chronic
disease, such as obesity, diabetes, and cardiovascular disease, by improving dietary intake of its
residents. Accordingly, in addition to the services set forth in Appendix B, Contractor shall make

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best efforts to distribute to any staff members providing services to program participants under
the Agreement and to program participants funded in whole or in part by this Agreement, any
healthy food promotional materials provided to Contractor by the Department.

C. New York City Food Standards. This paragraph applies only if this Agreement
includes a requirement that Contractor supply food to program participants as a material part of
the client services funded by the Department. Contractor shall provide a healthy food
environment in connection with the client services provided under this Agreement by complying
with the attached New York City Agency Food Standards with regard to the provision of food to
program participants under this Agreement, including compliance with the New York City Food
Standards for beverage vending and food vending machines (http://www.nyc.gov, search term =
“food standards”) for any vending machines to which program participants are granted access.

Section 3.02 Budget. Contractor shall provide such services and activities in
accordance with the Budget. Contractor may request modifications to the Budget in the manner
prescribed in the Fiscal Manual.

Section 3.03 Payment.

A. The Department shall pay Contractor an amount not to exceed three hundred twenty
eight million nine hundred fifty thousand eight hundred eighty nine dollars
($328,950,889)for all services provided under the Agreement including the Residence
Services provided under the Scope of Work, Start-up Costs, Building Rent Payments,
Insurance Rent, Annual HDFC Costs and Allowance for Repairs. Payment shall be
initially made at the rate of $277.92 per occupied unit, per day (“Per Diem Rate”)
excluding Allowance for Repairs. The Per Diem Rate shall be adjusted on an annual basis
(beginning each City Fiscal Year) in accordance with the terms of the Department’s
applicable performance investment program. The Contractor acknowledges that the Per
Diem Rate is calculated to reimburse it for 100% of the Contractor’s approved costs to
operate the Facility, based on the specified Minimum Occupancy Rate. Therefore, the
Contractor shall not receive payment for occupied units that exceed 100% of the
Contractor’s annual budget. Incorporated in the Per Diem Rate are costs for Building
Rent payments. These Building Rent Payments are set forth in the approved budget set
forth in Appendix C to this Agreement. The Department agrees to pay the Contractor the
Building Rent Payments and Insurance Rent whether or not a unit is occupied. Except
for Building Rent Payments, the Contractor expressly agrees and understands that the
Department shall not pay the Contractor for any expense incurred for an unoccupied unit.

Start-up costs shall not exceed one million five hundred forty nine thousand one
hundred forty dollars ($1,549,140) as defined in Section 3.03 (C) below and the total
Building Rent payments shall not exceed one hundred forty eight million ninety five
thousand six hundred thirty dollars ($148,095,630)as defined in Section 3.03 (F).
Insurance Rent shall not exceed two million six hundred seventy four thousand seven
hundred seventy four dollars ($2,674,726) plus any Insurance Deficiencies. The
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Allowance for Repairs as defined in Section 3.03 (D) below shall not exceed twenty nine
million nine hundred four thousand six hundred thirty dollars
($29,904,630).Payment shall be made in accordance with the Budget and the Fiscal
Manual and subject to the following terms and conditions. Notwithstanding the
foregoing, Building Rent Payments shall be set forth on Appendix E and shall not be
subject to adjustment except pursuant to a replacement of Appendix E as set forth below.
Appendix E shall not be replaced except (i) to address any changes approved by the
Department pursuant to Appendix B, Article 3(B)(3) or (4), or (ii) in the event that the
Construction Loan and the Permanent Loan are separate loans and the parties agree to
replace Appendix E at the time of the closing of the Permanent Loan, or (iii) in the event
the parties agree to replace Appendix E in connection with any Refinancing in accordance
with Appendix B, Article 20, or (iv) in the event that the City requires the Permanent
Loan to be prepaid in accordance with Appendix B, Article 20, resulting in the automatic
reduction of Building Rent to One Dollar ($1.00) per year for the remainder of the Term.
Any replacement of Appendix E in accordance with the immediately preceding sentence
shall be memorialized in an amendment to this Agreement by the City and the Contractor
and requires the prior written consent of any lender that may be affected by such change,
which consent may be withheld in such lender's sole and absolute discretion. For the
sake of clarity, in the event that the Construction Loan and the Permanent Loan are a
single loan, Appendix E, including, without limitation, the Building Rent
Commencement Date, the amount of Building Rent Payments, the number of Building
Rent Payments and the Building Rent Payment Dates, may not be modified or replaced
and Building Rent may not be reduced for any reason (except that Building Rent may be
terminated as expressly set forth in Sections 3.03(T) below in connection with an
Assignment Remedy Election followed by a failure of the Site Availability Condition to
be satisfied in accordance with its termsafter the Construction Loan Closing Date without
the prior written consent of the Construction Lender and Permanent Lender, as
applicable, in their sole and absolute discretion.

B. The operating budget annual amount is as follows:

Fiscal Years 2023- 2024 $1.00

Fiscal Year 2025 $7,379,733.00
Fiscal Years 2026-2029 $11,130,589.00
Fiscal Year 2030 $10,904,627.00
Fiscal Years 2031-2054 $10,789,778.00
Fiscal Year 2055 $7,189,499.00

This amount includes Building Rent Payments as specified in Section 3.03(F) below and
Allowance for Repairs which shall be disbursed only if necessary repairs are approved
by the Department as specified in Section 3.03(D) below. Payments to the Contractor for
amounts other than Building Rent Payments, Insurance Rent and Tax Rent, if applicable,
shall be made in accordance with either the presently approved State daily rate or any
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other State approved method of payment for temporary, emergency housing. If the State
rate changes during the term of this Agreement, the Department may change the per diem
rate to be paid under this Agreement, other than with respect to Building Rent, Insurance
Rent and Tax Rent.

C. During the Start-up period, the Contractor shall be paid Start-up costs not to exceed one
million five hundred fourty nine thousand one hundred fourty dollars
($1,549,140.00) in accordance with the Start-up budget, a copy of which is attached
hereto and made a part hereof as Appendix D (“Start-up Costs”). The Start-up Costs shall
be amortized over five (5) years using the applicable interest rate, as determined by the
Department. The Contractor shall submit to the Department such documentation as
requested by the Department substantiating the expenditures set forth in the Start-up
Costs.

D. An amount equal to ten percent (10%) of the total contract value (exclusive of such
Allowance for Repairs) will be budgeted for necessary repairs for the Premises. The
Allowance for Repairs for this contract shall be $29,904,630.00. With the Allowance for
Repairs, the full rate for this contract shall be $305.71 per occupied unit, per day. Such
amount shall be divided by the number of years of the Term and included in the Budget
in each fiscal year as an installment specified as an Allowance for Repairs. The annual
installments for Allowance for Repairs shall be retained by the Department until
necessary repairs are approved for expenditure pursuant to the Standard New Needs
Procedure.

E. If a work arises under the Allowance for Repairs, the Contractor shall proceed in
accordance with the Standard New Needs process as specified in the New York City
Department of Social Services Fiscal Manual. In the event an Allowance for Repairs is
approved through this process, then the payment for such allowance shall be made in the
respective fiscal year when the repair was made. If aggregate repairs within one fiscal
year exceeds the ten percent yearly allowance, then a budget configuration update will
be initiated by DHS to move sufficient funds to cover this Allowance for Repairs in the
appropriate fiscal year budget. If the aggregate costs for repairs do not exceed ten percent
of a fiscal year, then the Allowance is rolled into the final fiscal year of the Agreement,
along with previous unspent amounts rolled from prior years. If a New Need arises that
exceeds the Allowance for Repairs, or for work other than an Allowance for Repairs, the
Contractor shall not proceed without a duly executed written contract amendment
registered pursuant to Charter § 328. For purposes of this section, “Repairs” are work and
expenses incurred to restore the shelter in its appropriate operating condition, as required
by the Contract.

F. Building Rent Payments for Building.

1. The total not-to-exceed annual amount for Building Rent Payments for the Term
of the contract shall befour million nine hundred thirty six thousand five
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hundred twenty one dollars ($4,936,521.00) in accordance with the Fixed Cost
Schedule, as defined in Appendix B and attached hereto as Appendix E.
Appendix E attached hereto shall include a schedule of Building Rent Payments.
To the extent that the Building Rent Commencement Date determined pursuant
to Appendix B, Article 3(B)(4) is different than the first (1st) payment date shown
on Appendix E, the parties hereby agree to replace Appendix E with an accurate
schedule on or prior to the Loan Closing Date. Notwithstanding any such
replacement of Appendix E, the total not-to-exceed amount set forth in the first
sentence of this Section 3.03(F)(1) shall not change. Such Building Rent Payment
obligation continues through the Building Rent Term and the Building Rent
Payment obligation on the Lease survives any termination of the Agreement,
including, without limitation, the Agreement Term or Appendix A, Article 10
(except as expressly set forth in Section 3.03(T) below in connection with an
Assignment Remedy Election followed by a failure of the Site Availability
Condition to be satisfied in accordance with its terms). The City’s obligation to
continue paying Building Rent survives an assignment of this Agreement by the
City pursuant to Appendix A, Section 3.01. The City hereby confirms that
Building Rent Payments do not exceed normal costs of ownership as described in
NYCRR Title 18, Chapter II, Part 900.24 as though the Contractor had secured
title to the Premises, and as described in 45 CFR Section 75.449.

2. Building Rent Payments shall commence on the first (1st) date for payment of
Building Rent shown on Appendix E (the "Building Rent Commencement Date").
The Building Rent Commencement Date shall be confirmed by the City in an
estoppel certificate issued on or prior to the Construction Loan Closing Date.
Building Rent Payments shall be made to the Building Rent Account (defined
below) on the first (1st) business day of each month during the Building Rent
Term (each, a "Building Rent Payment Date"). There shall be a total of three
hundred sixty (360) Building Rent Payments. Contractor shall issue to the
Department an invoice for Building Rent at least ten (10) business days prior to
each Building Rent Payment Date. The Contractor hereby directs the Department
to pay Building Rent into a designated account owned by the Contractor or Owner
solely for depositing City payments for Building Rent, Insurance Rent and, if
applicable, Tax Rent (the "Building Rent Account"), and the Department hereby
agrees and consents to such designation. Before such account is opened, it shall
be subject to Department approval. The Department acknowledges that its prior
written approval of the Building Rent Account will be a condition of the closing
of the Permanent Loan on the Loan Closing Date. The Department shall confirm
its consent in an estoppel certificate issued on or prior to the Loan Closing Date.
The Building Rent Account may be pledged to Lender. Lender shall be permitted
to have a perfected security interest in the Building Rent Account in accordance
with the documents evidencing the Permanent Loan.

3. There shall be no increases in Building Rent payments for the Term of this
Agreement. There shall be no modification of Building Rent except as otherwise
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provided in Subsection A above or Article 3 of Appendix B in accordance with

modifications to the Permanent Loan as approved by the Department in writing.

G. The Contractor and the Department shall review annually the amount of payments made
pursuant to this Agreement to determine the appropriateness of the Per Diem Rate based
on any increase in the cost of operating the Facility and enhancement of the Facility
programs. The Department shall not reduce the Per Diem Rate below that required to
meet Building Rent payments and operating expenses. Payment will be made after the
submission to, and acceptance by the Department of monthly invoices setting forth the
occupancy of the Residence, on a daily basis and the costs incurred for that month and
such other information that the Department will reasonably request. Building Rent
Payments shall not be subject to reduction. Insurance Rent payments shall not be subject
to reduction unless the actual insurance expense is less than the budgeted insurance
expense.

H. In the event that the costs of providing the Services under this Contract, as set forth in the
Budget attached hereto as Appendix C, increase by more than a de minimis amount due
to changes to the legal requirements of the transitional residence services to be provided
by the Contractor, the Department may reallocate moneys in the Budget from other
services or costs to the affected areas. This will result in a decrease in the amount of such
other services and a consequential change in the operating certificate, if applicable.

Notwithstanding anything to the contrary contained in this Contract, there shall be no

reallocation of Building Rent Payments.

I. This Agreement shall not obligate the Department beyond the dollar amount designated
as the maximum contract amount in the absence of a duly executed written contract
amendment registered pursuant to section 328 of the New York City Charter.

J. No expenditures shall be made by the Contractor with funds provided under this
Agreement except those properly incurred pursuant to and during the performance period
of this Agreement, which shall be inclusive of the Start-up period.

K. The Contractor will supply the Department with its Federal, State and City Employer
Identification Number. Failure of the Contractor to supply such information will result in
the delay in payment of any vouchers until such information is made available.

L. Services under this Agreement may be funded in part, with funds from the United States
Department of Housing and Urban Development’s (“HUD”) Emergency Solutions
Grants Program (“ESG”). In such a case, the Contractor agrees to comply with HUD
regulations governing the expenditure of ESG funds, as cited in 24 CFR Parts 91 and 576
and relevant Federal OMB Circulars.

M. Invoices. The Contractor shall receive three payments per month: one for Building Rent,
one for Insurance Rent and Tax Rent (if applicable) and one for Services. Contractor shall
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submit invoices for Building Rent in accordance with Section 3.03(F)(2) above.
Contractor shall submit invoices for Insurance Rent in accordance with Section 3.03(T)
below. Invoices for Services shall be submitted no more frequently than once every
thirty (30) days. The invoices shall be in a form established by the Commissioner and
shall be accompanied by appropriate supporting documentation and any other
information deemed necessary by the Department. Upon receipt and approval of an
invoice, the Department shall remit to the Contractor a payment of its approved charges
in accordance with the Budget. Except for Building Rent Payments, Insurance Rent and
Tax Rent, if applicable, each of which shall not be subject to disallowance in any event,
the City may disallow for payment any expenses or charges which were not authorized
or documented in accord with the terms of this Agreement, or for failure to deliver any
required service or work product to satisfaction of the Department. Payment for the last
month of the contract shall be contingent upon approval of the final report and bill by the
Department.

N. Estoppel Certificates. The Department agrees at any time and from time to time (as may
be reasonable) to execute, acknowledge and deliver, within ten (10) business days of
written request from Contractor, to Contractor, Owner, Construction Lender or
Permanent Lender, or to a designee of any of the foregoing, a statement in writing
certifying (i) that this Agreement is unmodified and in full force and effect (or if there
shall have been modifications that the same is in full force and effect as modified and
stating the modifications); (ii) the date on which the Construction Completion, Permanent
Loan Closing, and Shelter Operation Commencement occurred; (iii) the identification of
any then-ascertainable dates relevant to this Agreement but not expressly set forth in the
text of this Agreement; (iv) what date the most recent Department Design Comments
have been issued in accordance with Appendix B, Article 4.A ; (v) whether or not, to the
best knowledge of the signer of such certificate, and, subject to subsequent audit by the
Comptroller, Contractor is in default in the performance of any covenant, agreement or
condition contained in this Agreement, and to the best of the signer's knowledge whether
or not any facts or circumstances exist that, with the passage of time or the giving of
notice or both, would constitute a default under this Agreement (and, if so, specifying
each such default of which the signer may have knowledge); (vi) the Building Rent
Commencement Date, Appendix E and approval of the Building Rent Account,
Construction Lender, Permanent Lender, the Lease, the Declaration and all items
requiring approval pursuant to Appendix B Article 3 and (vii) such other information
reasonably requested by Contractor for Owner, Construction Lender or Permanent
Lender. In the event that the results of an audit by the Comptroller described in clause (v)
above differ from the information provided in an estoppel certificate, the Department
agrees to issue an updated estoppel certificate, reflecting the results of such audit.

O. Subject to Section 3.03(A), payments for amounts other than Building Rent, Insurance
Rent and Tax Rent, if applicable, shall be made by the Department based upon the
monthly submissions of invoices from the Contractor setting forth the occupancy of the
Facility (as defined in Appendix B), during the preceding month.
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P. The Contractor shall submit to the Department for review and written approval the Lease,
prior to execution of the Lease. The Lease shall not be amended without the prior written
approval of the Department. The Department acknowledges that its prior written
approval of the Lease will be a condition to the closing of the loan on the Loan Closing
Date.

Q. On an annual basis, the Department and the Contractor shall review the Budget to re-
assess both the services and operational costs associated with this Agreement. The
Budget may be accordingly amended by the Department at the Department’s reasonable
discretion through budget modifications, based on additional collections, or contract
amendments, subject to the Contractor’s submission of back-up documentation.
Notwithstanding the foregoing, Building Rent Payment shall not be reduced except as
otherwise provided in Section 2.03 above, Subsection A above or Article 3 of Appendix
B.

R. All payments shall be subject to audit by the Department to confirm that payments are
being made in the amounts required by this Agreement.

S. The Contractor shall issue to the Department an invoice for Insurance Rent at least ten
(10) business days prior to each Building Rent Payment Date. The Contractor hereby
directs the Department to pay Insurance Rent to the Building Rent Account. In the event
that Insurance Rent is determined from time to time to be insufficient to pay the actual
insurance premiums payable with respect to the Premises on the next date for payment of
such insurance premiums as evidenced by a bill and taking into account amounts that
may be held by Lender for purposes of such next payment (an "Insurance Deficiency"),
Contractor shall add to the applicable invoice for Insurance Rent an amount equal to the
Insurance Deficiency. The Department shall pay the Insurance Deficiency amount
together with the applicable Insurance Rent payment.

T. In the event that a default by Contractor under this Agreement has occurred and is
continuing beyond all applicable notice and cure periods (a "Contractor Event of
Default"), the Department shall have a right to direct and cause Contractor to assign all
of its right, title and interest in, to and under this Agreement to a replacement contractor
identified by or approved by the Department or to replace this Agreement with a
replacement agreement, in each case, in accordance with the terms and conditions below.
An Event of Default pursuant to the Lease shall also constitute a Contractor Event of
Default. The Department and the City recognize that in reliance on the Department’s and
City’s obligations to make Building Rent Payments as provided for in this Agreement
(i) the Owner shall acquire the Premises and (ii) the Contractor will enter into the Lease
with the Owner to secure control of the Premises.

Accordingly, in the event this Agreement is assigned by Contractor to a Replacement

Contractor at the direction of the Department in accordance with the Assignment Remedy
Election (as hereinafter defined) or is replaced with a Replacement Agreement (as
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hereinafter defined) at the direction of the Department in accordance with the Assignment
Remedy Election, the Building Rent, Insurance Rent and Tax Rent, if applicable,
provided for in this Agreement shall continue to be paid in the same manner as such
Building Rent, Insurance Rent and Tax Rent, if applicable, were paid prior to such
assignment or replacement, without interruption, offset or abatement, provided that the
Site Availability Condition (as hereinafter defined) is satisfied. In the event that the
Department elects a Replacement Agreement in place of an assignment of this
Agreement, this Agreement shall terminate on the date the Replacement Agreement
becomes effective. Building Rent, Insurance Rent and Tax Rent, if applicable, shall
continue to be paid under this Agreement without interruption, offset or abatement prior
to the termination date of this Agreement. The Replacement Agreement shall provide for
the payment of Building Rent, Insurance Rent and Tax Rent, if applicable, commencing
on the date of termination of this Agreement and commencement of the Replacement
Agreement, such that Building Rent, Insurance Rent and Tax Rent, if applicable, shall
continue without interruption, offset or abatement, whether under this Agreement or the
Replacement Agreement. In the event of a default under this Agreement by Contractor,
the Department shall continue to pay Building Rent, Insurance Rent and Tax Rent, if
applicable, during (i) any cure period provided under this Agreement, (ii) the
Department's exercise of the Assignment Remedy Election, and (iii) the Site Availability
Condition Period (as hereinafter defined). Notwithstanding any default or Contractor
Event of Default or any other occurrence that may entitle the Department to withhold
payment for services, the City shall be obligated to pay Insurance Rent. The City shall
pay Insurance Rent to the Building Rent Account. To the extent that any taxes, including,
without limitation, transfer taxes, mortgage recording taxes and real property taxes, are
incurred as a result of, or in connection with, the exercise of the Assignment Remedy
Election or satisfaction of the Site Availability Condition, for example, due to a change
in Contractor and/or Owner resulting in loss of any applicable tax exemptions, the City
shall be responsible for paying all such taxes ("Tax Rent"). The City shall pay Tax Rent
to the Building Rent Account. For the sake of clarity, to the extent that no taxes described
in the foregoing sentence have been incurred, the City shall not be obligated to pay Tax
Rent.

In the event that such default by Contractor is not cured by or on behalf of Contractor
within any grace and cure periods provided in this Agreement, the Department agrees
that it shall not be permitted to terminate this Agreement and Building Rent, Insurance
Rent and Tax Rent hereunder unless (A) the Department has exercised the Assignment
Remedy Election, including satisfying all requirements therein, and (B) the Site
Availability Condition has failed to be satisfied in accordance with its terms. Thereafter,
the Department shall have a right to terminate this Agreement and Building Rent,
Insurance Rent and Tax Rent hereunder. In the event that the Department elects to
exercise the Assignment Remedy Election, the Department shall provide prior written
notice of such election to the Contractor, Owner, and Construction Lender and Permanent
Lender, as applicable. Upon satisfaction of all requirements of the Assignment Remedy
Election, the Department shall provide written notice of such satisfaction to the
Contractor, Owner and Construction Lender or Permanent Lender, as applicable. If the
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Department fails to exercise the Assignment Remedy Election, including satisfying all
requirements therein, then, notwithstanding the existence of any Contractor Event of
Default, (x) Building Rent, Insurance Rent and Tax Rent shall continue to be paid without
interruption, offset or abatement under this Agreement, (y) the Department shall not be
permitted to terminate this Agreement and Building Rent, Insurance Rent and Tax Rent
hereunder, and (z) the Site Availability Condition shall not apply. Notwithstanding
anything to the contrary in this Agreement, if the Department exercises the Assignment
Remedy Election, including satisfying all requirements therein, and the Department is
not in default of its obligation to make Building Rent Payments and pay Insurance Rent
and Tax Rent under this Agreement, but the Site Availability Condition has not been met
in accordance with its terms, the Department shall be permitted to terminate this
Agreement and the City shall have no further obligation to pay Building Rent, Insurance
Rent or Tax Rent under this Agreement. So long as the Construction Lender or
Permanent Lender, as applicable, is diligently pursuing satisfaction of the Site
Availability Condition in accordance with its terms or cooperating with the Owner to
satisfy the Site Availability Condition in accordance with its terms, (x) the Site
Availability Condition shall not be deemed to have failed, and (y) the Department shall
not be permitted to terminate this Agreement and Building Rent, Insurance Rent and Tax
Rent hereunder, provided that the Site Availability Condition is satisfied within one year
of the date that is sixty (60) days after satisfaction of all requirements of the Assignment
Remedy Election, which one-year period may be extended in the City’s sole discretion
upon a reasonable showing that Construction Lender or Permanent Lender, as applicable,
is making a good faith effort to satisfy the Site Availability Condition and, in the event
of such extension, the term of this Agreement and the Lease shall be extended for a
period equal to the period the site is not accessible; provided, further, however, that if the
Construction Lender or Permanent Lender, as applicable, is continuing to diligently
pursue foreclosure to conclusion and the City has elected not to exercise its rights under
the Private Housing Finance Law to take control of the board of directors of the Owner,
then such one-year period shall be automatically extended for the period during which
Construction Lender and Permanent Lender, as applicable, is continuing to diligently
pursue foreclosure to conclusion and the term of the Agreement and the Lease shall be
extended for a period equal to the period the site is not accessible. If the Construction
Lender or Permanent Lender, as applicable, declines, in writing, to participate in
satisfaction of the Site Availability Condition (the “Lender Refusal”) , the Department
shall be permitted to terminate this Agreement and the City shall have no further
obligation to pay Building Rent, Insurance Rent or Tax Rent hereunder. If the Owner is
preventing or hindering Construction Lender’s or Permanent Lender’s ability to satisfy
or cause to be satisfied the Site Availability Condition and the Lender Refusal has not
occurred, the City agrees to exercise any rights it may have under the Private Housing
Finance Law to take control of the Board of Directors of Owner and cause Owner to
satisfy the Site Availability Condition. In such event, the Site Availability Condition shall
be deemed to be satisfied and this Agreement and Building Rent, Insurance Rent and Tax
Rent hereunder shall continue uninterrupted under this Agreement, and the term of this
Agreement and the Lease shall be extended for a period equal to the period the site is not
accessible.
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In the event that the City or any other applicable governmental authority desires to
exercise any rights it may have under the Private Housing Finance Law to take control of
the board of directors of the Owner in order to cause the Owner to satisfy the Site
Availability Condition or for any other reason the City acknowledges and agrees that (x)
except in the case of a Sale (as hereinafter defined), the Owner shall remain obligated
under the Acquisition Loan, Construction Loan or Permanent Loan, as applicable, and
the City or such other governmental authority shall, to the extent permitted pursuant to
Private Housing Finance Law, cause the Owner to comply with the loan documents
evidencing the Acquisition Loan, Construction Loan or Permanent Loan, as applicable,
and (y) the City's obligation to pay Building Rent, Insurance Rent and Tax Rent shall
continue notwithstanding the City's (or such other governmental authority's) exercise of
any such rights under the Private Housing Finance Law.

Contractor hereby irrevocably appoints the Department as Contractor’s true and lawful
attorney-in-fact and agent, coupled with an interest, with full power of substitution for
Contractor in its name, place and stead, and with full authority to exercise, do, or perform
any act, power, duty, right or obligation whatsoever that Contractor now has or may
hereafter acquire the legal right, power or capacity to exercise or perform, in connection
with, arising from or relating to the consummation of the transactions contemplated by
the definition of Assignment Remedy Election, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as Contractor might or could
do in person, and hereby ratifying and confirming all that said attorney-in-fact and agent,
or its substitute or substitutes, may lawfully do or cause to be done by virtue hereof,
including, without limitation, the right to sign, endorse, execute, acknowledge and deliver
any instrument to be executed by Contractor in order to satisfy the definition of
Assignment Remedy Election; provided, that the Department may not take any action as
attorney-in-fact hereunder unless a Contractor Event of Default has occurred and is
continuing (the "Contractor Power of Attorney"). The foregoing Contractor Power of
Attorney shall expire on the later of (i) completion of an Assignment Remedy Election
and Site Availability Condition or (ii) termination of this Agreement in accordance with
this Section 3.03(T).

For purposes of this Section 3.03, the capitalized terms set forth below shall be defined
as follows:

"Assignment Remedy Election" means: (1) the Department has identified a replacement
contractor, which is a not-for-profit organization exempt from taxes under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended, which replacement
contractor is willing to assume the rights and obligations of Contractor under this
Agreement or enter into a Replacement Agreement, and which replacement contractor
and/or its affiliates, as applicable, has satisfied all Loan Assumption Requirements (as
hereinafter defined) (a "Replacement Contractor"), (2)(A) Contractor has executed (or
the Department has exercised the Contractor Power of Attorney in order to execute on
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Contractor's behalf) an assignment and assumption agreement with respect to this

Agreement, assigning its rights and obligations under this Agreement to the Replacement
Contractor (the "Assignment and Assumption of Contract"), or (B) in the case of a
Replacement Agreement, the Department has executed the Replacement Agreement,
(3)(A) Replacement Contractor has executed the Assignment and Assumption of
Contract, or (B) in the case of a Replacement Agreement, Replacement Contractor has
executed the Replacement Agreement, (4)(A) Contractor has executed (or the
Department has exercised the Contractor Power of Attorney in order to execute on
Contractor's behalf) an assignment and assumption of Lease, assigning its rights and
obligations as tenant under the Lease to the Replacement Contractor (the "Assignment
and Assumption of Lease"), or (B) the Department or the Replacement Contractor, as
designee of the Department, has issued the Assumption Notice, (5) Replacement
Contractor has executed (A) the Assignment and Assumption of Lease, or (B) the Lease
Assumption Agreement, (6) Replacement Contractor and/or its affiliates, as applicable,
has executed all documentation in order to satisfy the Loan Assumption Requirements,
and (7) in the event of a Transfer (as hereinafter defined), Contractor has executed (or the
Department has exercised the Contractor Power of Attorney in order to execute on
Contractor's behalf) the Membership Interest Documents and any other documentation in
order to satisfy the Loan Assumption Requirements.

"Loan Assumption Requirements" means all requirements under Construction Lender's

or Permanent Lender's (as applicable) loan documents for assumption of the loan either
by (x) a sale of the Premises from Owner to a replacement, newly formed HDFC with
the Replacement Contractor as member (a "Sale") or (y) a transfer by Contractor to
Replacement Contractor of 100% of the membership interests in Owner (a "Transfer"),
including, without limitation (1) with respect to a Sale, assignment and assumption of the
loan documents by one or more entities complying with single purpose entity, bankruptcy
remoteness and similar organizational requirements of a borrower under the loan, as
applicable, (2) with respect to a Transfer, assignment of the membership interests in
Owner from Contractor to Replacement Contractor pursuant to an assignment of
membership interests (or similar document) and any other documentation or amendments
or modifications to Owner's or Replacement Contractor's organizational documents in
order to effectuate such Transfer (collectively, the "Membership Interest Documents"),
(3) with respect to a Sale or a Transfer, replacement of the guarantor(s) and indemnitor(s)
of recourse and environmental obligations with one or more persons or entities satisfying
Construction Lender's or Permanent Lender's (as applicable) requirements, including,
without limitation, experience, net worth and liquidity requirements, (4) with respect to
a Sale, providing an endorsement to Construction Lender's or Permanent Lender's (as
applicable) title insurance policy, (5) with respect to a Sale or a Transfer, delivery of
opinions, organizational documents and certificates, (6) with respect to a Sale or a
Transfer, filling any reserves under the loan documents, (7) with respect to a Sale or a
Transfer, payment of Construction Lender's or Permanent Lender's (as applicable) fees
and expenses, including without limitation, actual out-of-pocket attorney's fees, title
insurance premiums and recording fees, (8) with respect to a Sale or a Transfer, payment,
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if not otherwise paid, of any applicable transfer taxes, recording taxes or other taxes, and
(9) with respect to a Sale or a Transfer, payment of any applicable loan assumption fee.
The selection of a new contractor hereunder, whether due to an assignment or a
Replacement Agreement, shall be subject to the approval of Lender, which approval shall
not be unreasonably withheld or delayed. Any such new contractor shall establish a new
Building Rent Account.

"Owner Power of Attorney" means any applicable power of attorney or similar right or
power granted by Owner to Construction Lender or Permanent Lender (as applicable), or
appointment of Construction Lender or Permanent Lender (as applicable), pursuant to
which Construction Lender or Permanent Lender (as applicable) may act on behalf of
Owner in order to satisfy the Site Availability Condition.

"Replacement Agreement" shall mean a new agreement with a Replacement Contractor

on the same terms and conditions as this Agreement.

"Site Availability Condition" means, within sixty (60) days of satisfaction of all
requirements of the Assignment Remedy Election, or such longer period of time as may
be reasonably required in order for Construction Lender or Permanent Lender (as
applicable) to exercise the Owner Power of Attorney and/or any other rights and remedies
under such lender's loan documents in order to be able to comply with the following
requirements (the "Site Availability Condition Period"), (1) Owner (or Construction
Lender or Permanent Lender (as applicable) or such lender's designee under an Owner
Power of Attorney or pursuant to exercise of such lender's rights as assignee of the Lease
or other rights and remedies under such lender's loan documents) has executed a consent
to the Assignment and Assumption of Lease, if applicable, (2) in the event of a Sale such
that Owner shall be replaced as the owner of the Premises, landlord under the Lease and
borrower under the loan, Owner (or Construction Lender or Permanent Lender (as
applicable) or such lender's designee under an Owner Power of Attorney or pursuant to
exercise of such lender's rights as assignee of the Lease or other rights and remedies under
such lender's loan documents) has executed any and all documentation required in order
to convey ownership, without representation or warranty, of the Premises, assign the role
of landlord under the Lease and assign the role of borrower under the loan in accordance
with the terms and conditions of Construction Lender's or Permanent Lender's (as
applicable) loan documents, and (3) provided that the Loan Assumption Requirements
have been met by the parties assuming the loan and related guaranty and indemnity
obligations, Construction Lender or Permanent Lender (as applicable) shall have
consented in writing to the Assignment and Assumption of Contract or the Replacement
Agreement, the Assignment and Assumption of Lease or the Lease Assumption
Agreement, any documentation required pursuant to clause (2) of this definition and any
Membership Interest Documents.

Contractor shall ensure that the Lease, Construction Lender's loan documents and
Permanent Lender's loan documents include an express acknowledgement and agreement
by the parties thereto to the terms and conditions of this Section 3.03(T).
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U. Casualty/Condemantion.

1. From the date of commencement of any renovation or construction work for the
Facility until the date of Construction Completion (as defined in Appendix B),
Contractor shall maintain or cause to be maintained, and provide the City proof of,
Builder’s Risk insurance covering the Premises and include property of every kind and
description intended to become a permanent part of the Premises. Such insurance shall
be written on an “All Risk” form and provide coverage for direct physical loss and
damage, including flood (if located in a SFHA) and earthquake (if located in a high
hazard seismic zone), off-site storage, transit, soft costs, delay in completion (including,
but not limited to, delayed start-up and extra expense), testing, machinery breakdown,
equipment and indoor/outdoor installed fixtures and structures, materials and supplies.
Such insurance shall cover the total value of such renovation or construction, as well as
the value of any equipment, supplies and/or material for such operations that may be in
storage (on or off site) or in transit. Such insurance shall also cover the cost of removing
debris, including demolition as may be legally necessary by operation of any law,
ordinance or regulation, and for loss or damage to any owned, borrowed, leased or
rented capital equipment, tools, staging towers and forms. All such insurance policies
shall name the Lender as Loss Payee

2. On or before the date of Construction Completion, Contractor shall obtain, or

cause the Owner to obtain, and provide the City proof of, commercial property
insurance (“Premises Insurance”) which shall insure all of the improvements on the
Premises (the “Improvements”), which coverage shall be maintained at all times during
the Term of this Agreement under an “All Risk” or “Special Causes of Loss” policy or
its equivalent with replacement cost valuation and a stipulated (agreed) value
endorsement (hereinafter referred to as “All Risk”) in an amount equal to not less than
100% of Replacement Value (as defined below), as determined from time to time in
accordance with the provisions of Section U.2 below. Such policy shall have a
maximum deductible of $25,000 except for water damage which shall have a maximum
deductible of $100,000. In no event shall such Premises insurance require a deductible
greater than the foregoing without the written consent of the Department.

3. Replacement Value.

i. As used herein, “Replacement Value” shall mean the full costs of replacing the
Improvements, including the costs of post-casualty debris removal and soft costs, as
determined and redetermined as described herein and adjusted from time to time as
described in clause (iii) below.

ii. The Replacement Value shall initially be determined no later than 60 days prior
to the scheduled Construction Completion Date (the “Value Date”). Prior (but no
earlier than 6 months prior) to the Value Date and prior (but no earlier than 6 months

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prior) to each subsequent 3rd anniversary of the Value Date thereafter, Contractor
shall, for the Term of this Agreement, cause a construction appraisal, to be conducted
by an independent appraiser, that shall determine the then-current cost (including all
hard and soft costs) of rebuilding the Improvements (including the costs of post-
casualty debris removal), without regard to depreciation, and the total amount of such
costs shall be deemed the Replacement Value.

iii. The amount of Replacement Value shall be adjusted on each anniversary of the
initial determination of Replacement Value and of each subsequent redetermination of
Replacement Value throughout the Term by a percentage equal to the percentage
change in the Index (as defined below) in effect on such anniversary date as compared
to the Index in effect on the prior anniversary of such determination date or
redetermination date, as applicable. “Index” means the Dodge Building Cost Index or
such other published index of construction costs which shall be selected from time to
time by the mutual agreement of the parties to this Agreement, provided that such Index
shall be a widely recognized measure of construction costs in the insurance industry
and appropriate to the type and location of the Improvements.

a. In the event of a casualty to the Premises subsequent to which the Premises

can be restored to the extent of the value and as nearly as possible to the character
of the Premises as it existed immediately before such casualty (referred to herein
as a “State of Restoration”), pursuant to the terms of the lease and the Permanent
Loan, the Lender shall make insurance proceeds available to the Owner and the
Contractor shall require Owner to promptly take such insurance proceeds and
within two (2) years restore the premises to a State of Restoration using said
insurance proceeds (provided that if restoration has commenced and is being
diligently pursued such two (2) year period shall be extended for the time
necessary to complete the restoration). The City’s obligation to pay Building
Rent, Insurance Rent, and Tax Rent, if applicable, under the Agreement shall
continue during the Restoration Period and, to the extent that during the
Restoration Period the Premises cannot be used to provide all of the required
services at the Premises to more than 50% of the shelter residents contemplated
by this Agreement (an "Inaccessability Period"), the term of the Contract, Lease,
and Future Use requirements in Appendix B, Article 5 shall be automatically
extended for a period of time equal to the Inaccessability Period, which extension
shall be memorialized in writing.

b. In the event of (i) a casualty to the Premises which renders it unable to be

remediated to a State of Restoration or Contractor or Owner, as applicable, fails
to remediate the Premises to a State of Restoration in accordance with clause (a)
above, in either case, such that the Contractor would be unable to provide all of
the required services at the Premises to more than 50% of the shelter residents
contemplated by this Agreement (a “Major Casualty”), or (ii) if any portion of
the Premises is taken for any public or quasi-public purpose by any lawful power
or authority by the exercise of the right of condemnation or eminent domain or by
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agreement with an entity exercising such lawful power or authority, resulting in

the inability to use the Premises for the purposes of providing all of the required
services at the Premises to more than 50% of the shelter residents as contemplated
in this Agreement (a “Condemnation”), then (x) on the next Building Rent
Payment Date, Contractor shall, or shall require the Owner to, use the Premises
Insurance proceeds or the award paid in connection with such Condemnation (the
"Condemnation Award"), as the case may be, to pay-off in full the Construction
Loan or the Permanent Loan, as applicable, including the remaining principal
balance of the loan plus any unpaid interest, such interest being limited to unpaid
interest that has accrued to such Building Rent Payment Date (collectively, the
"Pay-Off Amount"); provided, however, the City's obligation to pay Building
Rent shall continue through and including such Building Rent Payment Date; and
provided, that in the event of a Major Casualty or Condemnation, if the amount
of the Premises Insurance proceeds or Condemnation Award is less than the Pay-
Off Amount, then, on the Building Rent Payment Date on which such Premises
Insurance proceeds or Condemnation Award are applied in accordance with
Section 3.03 (U) of this Agreement, “Building Rent” shall mean the difference
between the Pay-off Amount and the amount of the Premises Insurance Proceeds
or Condemnation Award; and provided further, if the Premises Insurance
proceeds or the Condemnation Award are more than the amount required to pay
off the loan in full, the Contractor shall pay, or cause the Owner to pay, such
excess Premises Insurance proceeds or excess Condemnation Award to a housing
project for Persons of Low Income, as defined under the New York State Private
Housing Finance Law, in a manner approved in writing by the City.

Section 3.04 Cost allocating and duplication.

A. Duplication. Contractor represents and warrants that the work to be performed

under this Agreement shall in no way duplicate any work performed under other agreements
between the City and Contractor, nor under any agreement with any other governmental funding
source, except upon the express written permission of the Department. Costs attributable to the
program and not paid for by the City are not duplication (e.g., program enhancements,
unreimbursed portions of staff salaries) but are subject to the cost allocation provisions set forth
below. Noncompliance with this Section 3.04 shall constitute a material breach of this
Agreement.

B. Cost allocation plan. Contractor shall accurately and equitably allocate costs that
are attributable to the operation of two (2) or more programs among such programs, or that are
attributable to two (2) or more governmental funding sources, by a method which represents the
benefit of such costs to each program or funding source. Contractor shall upon commencement
of services or as soon thereafter as practicable develop and deliver to the Department a cost
allocation plan for the Department’s approval.

C. No cost allocation plan shall be approved by the Department unless such a plan:
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1. Relates to allowable costs as defined in Laws and policies of the federal, State
and City governments;

2. Relates to costs necessary for Contractor’s performance pursuant to this

Agreement;

3. Fairly and accurately reflects the actual allocable share of such cost with
respect to this Agreement;

4. Is developed in accordance with generally accepted accounting principles;

and

5. Is accompanied by such supporting documentation as the Department deems

necessary to evaluate the plan.

D. A cost allocation plan approved by the Department may be modified with the
written approval of the Department.

E. Notwithstanding any provision in this Section 3.04 to the contrary, the

Department further reserves the right to withhold payments to Contractor for allocated costs in
accordance with the Fiscal Manual or if the Department determines that such allocated costs have
been incorrectly determined, are not allowable, or are not properly allocable pursuant to this
Agreement and/or approved cost allocation plan.

Section 3.05 Cost of living increases. Where Contractor’s industry has experienced an
increase in costs (e.g., salary, wage or fringe benefit cost of living increases, a change in the
prevailing or living wage, a renegotiated collective bargaining agreement, an industry-wide
increase in the Producer Price Index (“PPI”) for fuel or energy) that exceeds the Budget, and the
Office of Management and Budget (“OMB”) or another independent agency has determined in
writing that additional funds will be made available to a City agency for the class of contracts
pursuant to which Contractor provides the same or substantially similar services, then the
Department shall reimburse Contractor for such increases in costs to the extent that such
increases have been authorized by the City for contracts within such class of contracts and to the
extent that funds are appropriated for such purposes. Any cost of living increase will not be
effective unless and until an amendment to the Agreement is registered pursuant to Charter §
328.

ARTICLE IV — FISCAL PROCEDURES

Section 4.01 Cooperation and compliance. Contractor hereby agrees to fully

cooperate and comply with the Fiscal Manual on all fiscal matters related to this Agreement.

Section 4.02 Accounts.

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A. Contractor shall establish and maintain the Building Rent Account and one (1) or
more separate accounts for the funds obtained from or through the City of New York related to
this and all other agreements with the City, and shall maintain records for such account to track
and clearly identify the funds obligated through this Agreement.

B. Contractor shall notify the Department of the name, locations, and account
numbers of all bank accounts in which any funds pursuant to this Agreement are maintained, and
of any change in the name, location, or account numbers of such accounts within five (5) days
of such establishment or change. Such bank shall have a branch located in New York City unless
otherwise approved by the Department.

C. Contractor shall notify the Department of the names, titles, and business addresses
of such persons authorized by Contractor to receive, handle, or disburse monies under this
Agreement, including the company name and company address where such persons are not
employees of Contractor. Such notification must be in writing and furnished to the Department
within five (5) days from the execution of this Agreement and within five (5) days from any
subsequent change or substitution of authorized signatories.

Section 4.03 Advance. The amount of any advance to be paid to Contractor under this
Agreement shall be determined solely by the Department in accordance with its Fiscal Manual and
any applicable Comptroller directives. Advanced funds shall be used exclusively for the payment
of expenditures and obligations authorized by and properly incurred in accordance with the Budget.
Section 4.04 Financial reporting and invoicing. Contractor shall submit financial
reports and invoices, along with required documentation, to the Department in accordance with
the terms of the Fiscal Manual. Contractor acknowledges that repeated failure to submit required
financial reports within the time limits prescribed may result in a default by Contractor under
Appendix A, Section 10.03.

Section 4.05 Procurement requirements.

A. Procurement records. Contractor shall retain records that detail the method of
procurement, the basis for selection or rejection of a contractor, consultant or supplier, and the
basis for the contract price. Contractor shall retain proper and sufficient bills, vouchers, duplicate
receipts, and documentation for any payments, expenditures, or refunds made to or received by
Contractor in connection with this Agreement. Contractor may maintain a petty cash fund in
accordance with the Fiscal Manual; however, no expenditures may be made from such fund for
procurements valued in excess of $1,000. Contractor shall make all procurement expenditures in
excess of $1,000 by check or credit card.

B. Extent of competition required. Contractor shall comply with the following

requirements concerning competition.

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1. Contractor must solicit and document at least three (3) written estimates for
any payment made or obligation undertaken in connection with this
Agreement for any purchase of goods, supplies, or services (including but not
limited to consulting services) for amounts in excess of $25,000 or, if this
Agreement is a federally funded subrecipient agreement, for amounts in
excess of $3,500. The monetary threshold applies to payments made or
obligations undertaken in the course of a one (1) year period with respect to
any one (1) person or entity. Payments made or obligations undertaken will
not be artificially divided in order to avoid the requirements of this paragraph.

2. For any payment made or obligation undertaken in connection with this

Agreement for any purchase of goods, supplies, or services (including but not
limited to consulting services) for amounts between $5,000 and $25,000,
Contractor shall conduct sufficient market research and/or competition to
support its determination that the price of such purchased goods, supplies,
services or equipment is reasonable. Notwithstanding the dollar amounts in
the previous sentence, if this Agreement is a federally funded, subrecipient
agreement, Contractor shall comply with the procurement methods required
in 2 CFR section 200.320. The monetary thresholds apply to payments made
or obligations undertaken in the course of a one (1) year period with respect
to any one (1) person or entity. Payments made or obligations undertaken will
not be artificially divided in order to avoid the requirements of this paragraph.

3. The City may retain the services of a Group Purchasing Organization (GPO)
to facilitate the purchase of supplies or other items. If the City retains such a
GPO, the Department may direct Contractor to utilize the services of such
GPO. If Contractor is directed by the Department to use the GPO or if
Contractor becomes a member of and makes purchases through the GPO
retained by the City with or without the City’s direction, Paragraph B shall
not apply to those purchases and the procurement requirements will be
satisfied through the use of the GPO.

C. Compliance with State and Federal Law. If this Agreement is funded by a State
or federal grant, additional procurement requirements may apply. To the extent that State and/or
federal procurement requirements conflict with the procurement requirements herein, Contractor
shall comply with the stricter requirement.

D. Equipment. If so directed by the Department, title to all equipment or other

property purchased with payments made under this Agreement (other than Building Rent
Payments) shall be in the name of the City of New York and title shall pass to Contractor upon
the end of the equipment’s or property’s useful life (as the phrase “useful life” is defined in
Internal Revenue Code § 1.169-2). Contractor shall properly maintain and keep in good repair
all equipment acquired with funds obtained through this Agreement. Contractor shall dispose of
such equipment in the manner provided in the Fiscal Manual or as otherwise directed by the
Department, and shall maintain detailed records concerning such dispositions. At the
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Department’s request, Contractor must execute a UCC-1 to evidence the Department’s interest
in equipment purchased at a price in excess of $25,000 and to enable the Department to perfect
that interest by filing or otherwise.

E. M/WBE suppliers. Contractor is encouraged to utilize businesses and individual

proprietors listed on the NYC Online Directory of Certified M/WBE Businesses, available at
www.nyc.gov/sbs, as sources for its purchases of goods, supplies, services, and equipment using
funds obtained through this Agreement. Contractor is also encouraged to utilize businesses and
individual proprietors owned/operated by people with disabilities as sources for its purchases of
goods, supplies, services, and equipment using funds obtained through this Agreement.

F. Disputes with suppliers. Contractor, without recourse to the City or the

Department, shall be responsible for the settlement and satisfaction of all contractual obligations
and administrative issues arising out of any procurement or leasing contracts paid with funds
obtained through this Agreement.

Section 4.06 Limitation on use of funds.

A. Proper purposes. No funds obtained through this Agreement shall be spent for
any expense not incurred in accordance with the terms of the Agreement. All such funds shall be
administered in accordance with the Fiscal Manual.

B. Real property. No funds obtained through this Agreement shall be spent for the
purchase of any interest in or improvement of real property, unless included in the Budget or
otherwise authorized in writing by the Department.

C. Disallowed costs. Any cost found by the Department, the City or any auditing
authority that examines the financial records of Contractor to be improperly incurred, including
but not limited to Improper Related Party Transactions, shall be subject to reimbursement to the
City. Failure to make said reimbursement shall constitute a default by Contractor under Appendix
A, Section 10.03.

Section 4.07 Recoupment of disallowances, improperly incurred costs and

overpayments. The Department may, at its option, either require Contractor to reimburse the
Department or withhold for the purposes of set-off any monies due to Contractor under this
Agreement up to the amount of any disallowance or improperly incurred costs resulting from
any audits of Contractor, the amount of any overpayment to Contractor with regard to this
Agreement or to any other agreement between the parties hereto, including any agreement(s) that
commenced prior to the commencement date of this Agreement, and/or amounts incurred on any
Improper Related Party Transaction. Prior to the imposition of withholding for the purposes of
set-off, the Department will provide Contractor with an opportunity to be heard upon at least ten
(10) days’ prior written notice.

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Section 4.08 Failure to spend funds. In the event that Contractor fails to spend funds
for any part of the Budget within the time indicated therein (i.e., the fiscal year unless otherwise
indicated) or at the level of expenditures indicated therein, the Department reserves the right, in
its discretion, to recoup any funds advanced and not spent.

Section 4.09 Provisions Applicable When Fiscal Agent Disburses Funds to

Contractors

A. Payment by Fiscal Agent. Where the Department has retained a Fiscal Agent to
make payments to third parties on behalf of Contractor, then Contractor is obligated to use the
Fiscal Agent to make payment to third parties at the Department’s direction, including for the
purchase of such goods, supplies, services, and/or equipment made by Contractor under this
Agreement. Where the Department directs that Contractor utilize a Fiscal Agent, Contractor shall
not pay any obligations on its own behalf except to the extent specifically allowed by this
Agreement and the Fiscal Manual.

B. Payroll processing by Fiscal Agent. In the event that a Fiscal Agent is

processing Contractor’s payroll, Contractor shall deliver to the Fiscal Agent signed and dated
time and attendance records for each staff member and consultant to be paid under this
Agreement, in the form required and delivered at the time required by the Fiscal Agent and the
Fiscal Manual. Subject to the Department’s approval, the Fiscal Agent shall prepare the payroll
checks and supporting materials based on the documents submitted.

C. Fiscal Agent documentation. Upon reasonable request and approval by the

Department, Contractor shall have the right to inspect any fiscal documents relating to this
Agreement as may be maintained by a Fiscal Agent, if applicable. Contractor may request from
the Department copies of any or all the following documents relating to the funds to be provided
hereunder, with said documents to be furnished by the Fiscal Agent, subject to the Department’s
approval, within a reasonable time of the request: monthly budget and expenditure reports;
budgets and budget modifications; and audit reports, where available.

ARTICLE V — RECORDS, DELIVERABLES, AUDITS AND REPORTS

Section 5.01 Records to be maintained; inspection; observation.

A. Records to be maintained. In addition to any other records required to

be maintained and/or provided for inspection pursuant to this Agreement, Contractor shall
maintain and make available to the Department for inspection, upon reasonable request, the
following documents: tax returns (not including Schedule B to IRS Form 990); audit reports; all
programmatic records and accounts maintained in connection with this Agreement; publications,
program research, and other reports prepared in connection with this Agreement; all financial
books, records and accounts reflecting payments made by Contractor for petty cash expenditures
in connection with this Agreement; all applicable licenses and permits; Board member lists and
all minutes and attendance sheets (dated and signed) for meetings of the Board of Directors and

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any of its committees responsible for the oversight of the program(s) funded under this
Agreement; governing documents (e.g., by-laws); all other contracts related to providing services
under this Agreement, to which Contractor is a party and the contract terms coincide, in whole
or in part, with the terms of this Agreement; and any other records or materials reasonably
requested at such reasonable times and places and as often as may be reasonably requested. Upon
request by the Department of a record that contains protected personally identifiable information
as such phrase is defined in Admin. Code § 10-501 or a record that if disclosed would constitute
a waiver of a legal privilege or violate the Law or an ethical obligation under the New York Rules
of Professional Conduct for attorneys, National Association of Social Workers Code of Ethics or
other similar code governing the provision of a profession’s services in New York State,
Contractor may redact such personally identifiable or privileged information or other information
that if disclosed would violate the Law or such professional code. In addition, Contractor may,
upon request to and written approval from the Department, which approval may not be
unreasonably denied or delayed, withhold from disclosure to the Department certain categories
of documents that are not protected by a legal privilege or other Law but where Contractor
reasonably believes that disclosure of such documents would interfere with or impair the
provision of services under this Agreement.

B. Records maintained in accordance with this Article V shall be subject to the retention
period in Section 5.02 of Appendix A except that if this Agreement is a federally funded
subrecipient agreement, the retention period shall be the maximum allowed under 2 CFR §
200.333.

C. Contractor shall permit the Department and its authorized representatives including
the Department’s Inspector General, the Comptroller, the New York City Department of
Investigation, or their designees, or other interested federal, State or City agency representatives,
to attend all meetings of the Board of Directors and to be present at the program site(s) to observe
the work and activities being performed in connection with this Agreement. If observation of
particular work or activity would constitute a waiver of a legal privilege or violate the Law or an
ethical obligation under the New York Rules of Professional Conduct for attorneys, National
Association of Social Workers Code of Ethics or other similar code governing the provision of a
profession’s services in New York State, Contractor shall promptly inform the Department or
other entity seeking to observe such work or activity. Such restriction shall not act to prevent
government representatives from inspecting the provision of services in a manner that allows the
representatives to ensure that services are being performed in accordance with this Agreement.

Section 5.02 Deliverables and reports. Contractor shall submit the deliverables and
periodic reports required by this Agreement, in accordance with the Scope of Work attached
hereto. Contractor shall administer such assessment tools, collect and report such data, maintain
records, make reports, and take such other actions consistent with the Scope of Work as may be
directed by the Department. The Department will evaluate the Contractor’s performance each
year in the categories of timeliness, fiscal administration, and performance. Additional
evaluation criteria or weighting of these subcategories may be specified in the Scope of Work.

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Section 5.03 Audit disclaimers. If any audit of Contractor’s records shall include a
Disclaimer of Opinion relating to any contract with the Department or other funding sources,
said Disclaimer shall constitute a default by Contractor under Appendix A, Section 10.03.

Section 5.04 Federal audit requirements. If applicable, Contractor shall fulfill the
audit requirements of 2 CFR Part 200, Subpart F, and shall provide such audit to the Department
within thirty (30) days after its receipt of the final audit by Contractor from the preparing
accountant.

Section 5.05 State charities registration and audit requirements. If Contractor is

required by New York State law to register with and make annual filings to the Charities Bureau
of the New York State Office of the Attorney General, timely compliance with such
requirements shall be deemed a material term of this Agreement. Contractor shall make
available to the Department all such filings (except the filing required by Executive Law § 172-
e), including any audit and/or financial report required to be submitted with such filings, within
thirty (30) days of receiving such final audit or financial report from its preparer, and in no event
later than ten (10) days following the filing of such audit or financial report with the Charities
Bureau.

Section 5.06 Additional audit and financial reporting requirements.

A. If any Contractor is exempt from making annual filings to the Charities Bureau
of the New York State Office of the Attorney General, Contractor will, at direction of City,
provide the City with annual disclosure reports equivalent to those filings that Contractor would
have filed with the State had it been required to file, except the filing that would have been
required by Executive Law § 172-e. As of the effective date of this Agreement, the requirements
are as follows:

1. Contractors with gross revenues less than $250,000 in any fiscal year shall file
a copy of the annual unaudited financial report that it is required to file pursuant to Not-for-Profit
Corporation Law section 172-b(2-a) with the Department.

2. Contractors with gross revenues between $250,000 and $750,000 in any

fiscal year shall file an annual financial statement with the Department, which includes an
independent certified public accountant’s review report in accordance with the “Statement on
Standards for Accounting and Review Services” issued by the American Institute of Certified
Public Accountants. The financial statement shall be prepared in conformance with generally
accepted accounting principles (GAAP), including compliance with all pronouncements of the
Financial Accounting Standards Board and the American Institute of Certified Public
Accountants that establish accounting principles relevant to not-for-profit organizations.

3. Contractors with gross revenues in excess of $750,000 shall file with the
Department an annual audit report by an independent certified public accountant. Said audit
report shall contain an opinion, signed by such certified public accountant that the financial
statements are presented fairly in all material respects and in conformity with GAAP, including
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compliance with all pronouncements of the Financial Accounting Standards Board and the
American Institute of Certified Public Accountants that establish accounting principles relevant
to not-for-profit organizations, and that the financial sheet and balance sheet present fairly the
financial operations and position of the organization. The financial report must be signed by the
president or other authorized officer and the chief fiscal officer under penalties of perjury that
the statements are true and correct to the best of their knowledge.

B. Contractors receiving funds pursuant to this Agreement in excess of $1,000,000

will, at direction of City, provide to the Department an audit report from an independent certified
public accountant containing an opinion that Contractor has appropriately allocated costs in
accordance with the terms of the Agreement, including that the costs have not been improperly
double-charged between multiple City and/or State contracts or between multiple governmental
funding sources. Contractor may satisfy this requirement by including the appropriate analysis
in any audits required pursuant to Section 5.04 or 5.05.
C. Contractor must submit all required audit and financial reports under this Section
to the Department within thirty (30) days after receipt of the final audit from its accountant and,
if no audit is required, within thirty (30) days of filing with the Attorney General, but in any
event no later than twelve (12) months after close of the audit period, or such period as
determined by the Department. The audit and financial reports shall comply with the applicable
provisions in the Fiscal Manual throughout the term of this Agreement, including terms
mandating the audit period and frequency of such audits and reports.

D. The Department may in its sole discretion conduct its own programmatic or
financial audits of Contractor.

ARTICLE VI — PERSONNEL PRACTICES AND RECORDS

Section 6.01 Definition of employee. The term “employee” as used in this Article shall
be limited to salaried personnel and shall include neither consultants under contract to Contractor
to provide specified services nor participants in the program who are being paid as trainees.

Section 6.02 Compensation of certain employees; vacancies; and Board

compensation.

A. Employee list. Contractor shall submit to the Department within thirty (30) days
of the execution of this Agreement and upon request a list of certain employees, which shall
include the Executive Director, Chief Financial Officer, Chief Operating Officer, and/or the
functional equivalent of such positions, and key employees (as the phrase “key employee” is
defined in the Instructions to IRS Form 990). For each listed employee, Contractor shall provide
the current total compensation (including all benefits), all sources of the employee’s total
compensation, whether from this Agreement or another City, State, Federal or private source,
and the dollar amount of compensation from each such source.

B. Vacancies. Contractor shall notify the Department in writing within ten (10) days
of their occurrence any appointments to or resignations from the positions of Executive Director,
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Chief Financial Officer, Chief Operating Officer, and/or the functional equivalent of such
positions and appointments or resignations of key employees (as the phrase “key employee” is
defined in the Instructions to IRS Form 990).

C. Board compensation. Contractor shall submit to the Department within thirty

(30) days of the execution of this Agreement and at the beginning of each new fiscal year a listing
of all members of its Board of Directors and identify any of its members who receive
compensation in any form, including but not limited to salary, stipend, per diem payments, and/or
payments for services rendered, from Contractor or its affiliates, together with the amount of any
such compensation, regardless of the source of its payment, and a description of its purpose.

Section 6.03 Collective bargaining. Contractor acknowledges that neither the City nor
the Department is responsible or shall be liable for any obligations contained in any agreement
into which Contractor or a representatives of Contractor has entered concerning the collective
bargaining rights or benefits of its employees paid in full or in part by funds provided through
this Agreement. Furthermore, Contractor agrees to abide by all applicable Laws governing the
use of funds in connection with union activities.

Section 6.04 Recruitment and hiring of staff.

A. Maintenance of skilled staff. Contractor shall maintain sufficient personnel and

resources, including computer technology, to deliver the services described in the Scope of Work
and perform necessary administrative functions throughout the term of this Agreement, including
but not limited to: program evaluation; program monitoring; program research and development,
including the preparation of reports required by this Agreement; fiscal reporting, review, audit,
and close-out of the program; and implementation of any corrective actions required by the
Department.

B. Background checks.

1. Recruitment; Screening; Fingerprinting: Contractor shall be responsible for the

recruitment and screening of employees and volunteers performing work under the Agreement,
including the verification of credentials, references, experience and skills necessary for working
with clients and participants. Where consistent with State and federal law, if directed by the
Department, Contractor will undertake the fingerprinting of employees and volunteers, including
applicants, in accordance with instructions from the Department.

2. Convictions, Non-Pending Arrests and Criminal Accusations, and Pending

Arrests: Contractor shall comply with Subdivisions 15 and 16 of Section 296 the New York
Executive Law, Article 23-A of the New York Correction Law, and Subdivisions 11 and 11-a of
the Admin Code. Such laws pertain to unlawful discriminatory employment practices in
connection with individuals with convictions, non-pending arrests or criminal accusations,
and/or pending arrests.

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3. Review of Decision: Where practicable, Contractor shall provide for the review
by a supervisor employed by Contractor of a decision not to hire based on convictions, non-
pending arrests or criminal accusations, and/or pending arrests.

4. Consultation with the Department: Contractor may consult with the Department
regarding the application of this Section 6.04.

C. Drug-free workplace.

1. Contractor shall conspicuously post at any facility at which activities funded in

whole or in part through this Agreement occur or provide to employees performing services
under this Agreement, a statement notifying employees performing services under this
Agreement that the unauthorized use, possession, distribution, dispensing, and manufacture of
controlled substances are prohibited

2. Contractor shall require staff members who provide work under this Agreement
to notify Contractor in writing of his/her arrest or conviction for violation of a criminal drug
statute occurring in the workplace no later than five (5) calendar days after such arrest or
conviction. Contractor shall thereafter notify the Department within ten (10) calendar days of
Contractor’s receipt of the above-described notice of conviction from a staff member or of the
date Contractor otherwise received actual notice of such conviction.

3. Contractor shall take one of the following actions within thirty (30) calendar days
of receiving notice of such a conviction with respect to any staff member who performs work
under this Agreement so convicted: (i) appropriate personnel action, up to and including
termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or
(ii) require such convicted staff member to participate satisfactorily in a drug abuse assistance or
rehabilitation program approved for such purposes by a federal, State, or local health, law
enforcement, or other appropriate agency, and to comply with the Contractor’s statement made
in accordance with Article 6.04(C)(1).

4. Nothing in this Article 6.04(C) shall limit Contractor from providing a more
stringent drug-free workplace policy.

Section 6.05 Board of Directors.

A. Except as provided in Paragraph B of this Section 6.05, Contractor’s employees

and members of their immediate families, as defined in Paragraph C of this Section 6.05, may
not serve on the Board or any committee with authority to order personnel actions affecting his
or her job, or which, either by rule or by practice, regularly nominates, recommends or screens
candidates for employment in the program to be operated pursuant to this Agreement.

B. If the Board has more than five (5) members, then Contractor’s employees and
members of their immediate families may serve on the Board, or any committee with authority
to order personnel actions affecting his or her job, or which, either by rule or by practice,
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regularly nominates, recommends or screens candidates for employment in the program to be

operated pursuant to this Agreement, provided that (i) Contractor’s employees and members of
their immediate families are prohibited from deliberating and/or voting and being present during
deliberation and/or voting on any such personnel matters, including but not limited to any matters
directly affecting their own salary or other compensation, and shall fully disclose all conflicts
and potential conflicts to the Board, and (ii) Contractor’s employees and members of their
immediate families may not serve in the capacity either of Chairperson or Treasurer of the Board
(or equivalent titles), nor constitute more than one-third of either the Board or any such
committee.

C. Without the prior written consent of the Commissioner, no person may hold a job
or position with Contractor over which a member of his or her immediate family exercises any
supervisory, managerial or other authority whatsoever whether such authority is reflected in a
job title or otherwise, unless such job or position is wholly voluntary and unpaid. For the purposes
of this Section 6.05, a member of an immediate family includes: husband, wife, domestic partner,
father, father-in-law, mother, mother-in-law, brother, brother-in-law, sister, sister-in-law, son,
son-in-law, daughter, daughter-in-law, niece, nephew, aunt, uncle, first cousin, and separated
spouse. Where a member of an immediate family has that status because of that person’s
relationship to a spouse (e.g., father-in-law), that status shall also apply to a relative of a domestic
partner. For purposes of this paragraph, a member of the Board is deemed to exercise authority
over all employees of Contractor.

D. If Contractor has contracts with the City that in the aggregate during any twelve-
month period have a value of more than One Million Dollars ($1,000,000) and such amount
constitutes more than fifty percent (50%) of Contractor’s total revenues, then Contractor must
have a minimum of five (5) persons on its Board.

E. This Section 6.05 shall apply only if Contractor is a not-for-profit corporation.

Section 6.06 Conflict of interest policy.

A. If required by section 715-a(a) of the Not-for-Profit Corporation Law, Contractor shall

maintain a Conflict of Interest Policy that includes, at a minimum, the following provisions:

1. A definition of the circumstances that constitute a conflict of interest;

2. Procedures for disclosing a conflict of interest;
3. A requirement that the person with the conflict of interest not be present at or
participate in Board or committee deliberation or vote on the matter giving rise to
such conflict;
4. A prohibition against any attempt by the person with the conflict to influence
improperly the deliberation or voting on the matter giving rise to such conflict;
5. A requirement that the existence and resolution of the conflict be documented in
Contractor’s records, including in the minutes of any meeting at which the conflict
was discussed or voted upon;

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6. Procedures for disclosing, addressing, and documenting Related Party Transactions

in accordance with section 715 of the Not-for-Profit Corporation Law; and
7. A requirement that each director annually submit the statement required pursuant to
Section 6.06(B), below.

B. The Conflict of Interest Policy shall require that prior to the initial election of any
director, and annually thereafter, such director shall complete, sign and submit to the Board
Secretary or a designated compliance officer a written statement identifying, to the best of the
director’s knowledge, any entity of which such director is an officer, director, trustee, member,
owner (either as a sole proprietor or a partner), or employee and with which Contractor has a
relationship, and any transaction in which Contractor is a participant and in which the director
might have a conflicting interest. The Board Secretary or designated compliance officer shall
provide a copy of all completed statements to the chair of the audit committee or, if there is no
audit committee, to the Board Chairperson.

ARTICLE VII — PROGRAM FACILITY

Section 7.01 Suitability. Contractor shall maintain all facilities used for the provision
of services funded in whole or in part through this Agreement, whether owned, leased, or used
pursuant to an in-kind agreement or arrangement, whether permanent or temporary, in a
condition suitable to provide services pursuant to this Agreement.

Section 7.02 Signage. Upon request by the Department, and consistent with applicable
Laws and applicable lease and license requirements, Contractor will prominently display signs
inside and outside the facility(ies) used for the program indicating such information as the
program name, its sponsorship by the Department, the program activity, and the days and hours
of operation. In addition, Contractor shall prominently display inside the facility(ies) all signs,
provided by the Department, if any, advising of any of Contractor’s obligations with regard to
Equal Employment Opportunity Laws. If Contractor is concerned that signage would adversely
impact Contractor’s services, it shall notify the Department of its concern and, if possible,
recommend acceptable alternatives or modifications to the Department

Section 7.03 Security and emergency plan.

A. Prior to the commencement of services under this Agreement, Contractor shall

adopt, implement, and instruct staff regarding a written plan to provide for the safety and security
of clients, participants, staff, and Contractor’s facility, including procedures to follow during
emergencies. Contractor shall maintain a current file of emergency contacts for each client and
participant, which shall include, to the extent available, the names, addresses, telephone numbers,
and locations where such contacts can be reached. A security plan applying to all of Contractor’s
operations rather than specifically to the City-funded operations shall be sufficient to comply
with the terms of this requirement. Contractor shall cooperate with the City during any
emergency affecting Contractor’s services and/or facilities.

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B. In the event that a State of Emergency (“SOE”) is declared by the Mayor of the
City, the City may suspend Contractor’s normal operations until further notice. No damages shall
be assessed for suspension of normal services during this time. All other terms and conditions of
this Agreement shall remain in effect, except as modified by a contract amendment registered
pursuant to Charter § 328 or other appropriate contract action. Contractor may, at the request of
and in a manner determined by the Department, assist the Department in carrying out emergency
procedures during a State of Emergency. Emergency procedures shall remain in effect until the
Mayor has determined that the SOE has expired. In consideration thereof, the City agrees to
indemnify Contractor against all claims by third parties arising out of the actions of its employees
during the SOE that are directed by the City and not otherwise required to be performed under
this Agreement, except for those arising out of the employees’ gross negligence or intentional
misconduct.

ARTICLE VIII — CENTRAL INSURANCE PROGRAM

Section 8.01 Availability. If offered to Contractor by the Department, participation in

the City-sponsored Central Insurance Program (CIP) plan shall satisfy Contractor’s
responsibility to obtain any of the types of insurance provided under such CIP plan. The
Department may facilitate the provision of this insurance plan as a convenience for Contractor
and for the protection of the City. Provision of these plans through the Department is in no way
an admission by the Department or the City of liability for acts, omissions or negligence of
Contractor or its employees.

Section 8.02 Cancellation. The Department reserves the right to cancel or modify any
CIP plan offered to Contractor as it deems advisable, and at such time as it deems advisable, in
its sole discretion. In such event, or in the event of cancellation by the insurers, the Department
will promptly notify Contractor. Contractor must maintain all required insurance at all times
during the term of this Agreement either through participation in the CIP plan or through
insurance obtained separately by Contractor.

Section 8.03 Notification concerning occurrence of incidents. If Contractor is

enrolled in the CIP plan, upon the occurrence of any injury to any client/participant, employee,
volunteer, officer, visitor, or any other person, in conjunction with the services funded in whole
or in part through this Agreement, and/or of any damage to the facility or any damage to or theft
of equipment purchased with funds paid under this Agreement, Contractor shall provide
telephone notice to the Department within twenty-four (24) hours of the incident, followed by a
written report on the approved Incident Report Form to be delivered to the Department within
three (3) business days.

ARTICLE IX — REPRESENTATIONS AND COVENANTS OF CONTRACTOR

Section 9.01 Eligibility. Contractor represents and warrants that it has complied and
continues to comply with the eligibility requirements set out in the solicitation document (e.g.,
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the request for proposals) under which it proposed for and was awarded this Agreement. Any
material change in the eligibility compliance information supplied in Contractor’s contract
proposal must be reported to the Department within a reasonable time thereof. Failure to do so
will be deemed a material breach of this Agreement and shall constitute a default under Appendix
A, Section 10.03.

Section 9.02 Program services.

A. Unlawful discrimination. Except where expressly set forth in the Scope of Work
and approved by the Department, Contractor represents and warrants that eligibility for
admission to the services funded through this Agreement shall not be restricted on the basis of
actual or perceived age, race, color, religion, creed, national origin, alienage or citizenship status,
sex, gender, sexual preference or sexual orientation, disability (including presence of a service
dog), marital status, partnership status, military status, or any other class protected from
discrimination by Law.

B. Fee. Contractor further represents and warrants that no clients or participants shall
be charged a fee or required to make any other payment or purchase or participate in any activity
designed to raise funds as a condition of eligibility for or participation in the services funded
through this Agreement, except as required by Law or unless a waiver of this provision is
approved in writing by the Department. Waivers may be considered under the following
conditions: (i) Contractor’s total costs for the services set forth in the Scope of Work exceed the
total value of the Agreement; (ii) Contractor’s fees for services and/or the arrangements made to
include those participants unable to pay such fees are deemed reasonable and appropriate by the
Department; and (iii) the fees are set at a level that does not discourage or impede participation
by members of the community to be served by the services.

C. Immigration status. In connection with the services provided under this

Agreement, Contractor shall not inquire about a client or potential client’s immigration status
unless (i) it is necessary for the determination of program, service or benefit eligibility or the
provision of City services or (ii) Contractor is required by law to inquire about such person’s
immigration status.

Section 9.03 Allegations of abuse or maltreatment. Contractor will notify the

Department within twenty-four (24) hours of promptly determining that reasonable cause exists
to suspect that any of Contractor’s administrators or staff, including both paid and volunteer, has
abused, maltreated, neglected, assaulted or endangered the welfare of any program participant.
In addition, if such reasonable cause is found, Contractor shall take appropriate action to remove
the person from the proximity of program participants while the matter is being investigated by
Contractor. The term abuse shall mean the infliction of physical injury by other than accidental
means which causes or creates a substantial risk of death, or serious or protracted disfigurement,
or protracted impairment of physical or emotional health or protracted loss or impairment of the
function of any bodily organ. The term maltreatment shall mean (i) treatment that results in
serious physical injury other than by accidental means, or (ii) neglect or failure to exercise a
minimum degree of care that impairs, or places in imminent danger of being impaired, the
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physical, mental or emotional condition of a program participant. Contractor shall provide

telephone notice to the Department within twenty-four (24) hours of determining that reasonable
cause exists, followed by a written report, to be delivered to the Department within three (3)
business days. Compliance with this reporting requirement does not satisfy any other legally
mandated reporting of abuse, such as to the New York State Central Registry (“SCR”).

ARTICLE X — MISCELLANEOUS

Section 10.01 Headings. The article, section, and paragraph headings throughout this
Agreement are for convenience and reference only and the words contained therein shall in no
way be deemed to define, limit, describe, explain, modify or add to the interpretation or meaning
of any provision of this Agreement or the scope or intent thereof, nor in any way affect this
Agreement.

Section 10.02 Order of priority. During the term of the Agreement, conflicts between
the following documents shall be resolved in the following order of precedence, such documents
constituting the entire Agreement between the parties:

• Uniform Federal Contract Provisions Rider;

• Standard Human Services Agreement (this document) along with the attached
riders;
• Appendix A (General Provisions Governing Contracts for Consultants,
Professional, Technical and Human Client Services);
• Appendix B (Scope of Work);
• Appendix C (Budget Exhibits);
• Appendix D (Start-Up Budget)
• Appendix E (Fixed Cost Schedule)
• Appendix F (Project Schedule)
• Appendix G (Architect Certification Construction & Design Requirements)
• Appendix H (Architect’s Construction Completion Certificate);
• Fiscal Manual.

ARTICLE XI— SUPPORTIVE SERVICES AND TECHNICAL ASSISTANCE

Section 11.01 Availability of supportive services and technical assistance. At its sole
discretion, the City may provide, either directly or through its designee, technical assistance to
Contractor in such areas as: (1) program planning, development, coordination, and dissemination
of information; (2) preparation of reports and materials required by the City and/or other
governmental entities with jurisdiction over Contractor’s activities relating to the operation of
services funded through this Agreement; (3) compliance with applicable Laws, guidelines, and
administrative memoranda; and/or (4) issues or matters affecting Contractor’s performance
under this Agreement.

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Section 11.02 Training. At its sole discretion, the City may provide, either directly or
through its designee, training/technical assistance to Contractor’s employees and Board
members, relating to the management and operation of the program funded through this
Agreement. If training and/or technical assistance is made available, Contractor must commit
appropriate employees and Board members to attend/participate at training sessions, as instructed
by the City or its designee.

Section 11.03 Capacity Building and Oversight (CBO) Review for not-for-profit
Contractors. If requested by the Department, Contractor must complete the Mayor’s Office of
Contract Services (MOCS) Capacity Building and Oversight (CBO) Review process. As part of
that process, Contractor must submit specified documents to the CBO unit of MOCS, which then
conducts an evaluation of Contractor and its operations for compliance with the terms of its
contracts, its own by-laws, internal fiscal controls, applicable laws and regulations, and best
practices in not-for-profit organization administration. The specified documents may include, but
are not limited to, Contractor’s Internal Revenue Service (“IRS”) determination of tax
exemption, the most recent IRS Form 990 filing (not including Schedule B to Form 990); the
most recent audited financial statement (including the auditor’s letter to the management), the
functional budget for the current fiscal year in the format approved by the Board of Directors, an
organizational chart identifying key staff by title, a copy of the most recently-approved Board
Minutes, the by-laws of the corporation, a roster of the membership of the Board of Directors,
and a list of Board committees, Contractor’s current policies and procedures as adopted, and any
other organizational documents, whether or not they are specifically required to be maintained
pursuant to this contract or applicable laws and regulations. In the course of the CBO review
process, MOCS may make recommendations to Contractor, request Contractor to take certain
remedial actions and/or to implement certain policy changes. Any such recommendations, and
Contractor’s responses thereto, will be provided to the Department for its consideration and any
appropriate actions under this Agreement.

Section 11.04 Disclaimer. The technical assistance and training that the City, in its sole
discretion, may provide to Contractor shall not be construed to be a condition precedent to
Contractor’s obligation to provide the services funded through this Agreement in accordance
with the Scope of Work.

[THE REMAINDER OF THE PAGE IS INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first
above written.

CITY OF NEW YORK CONTRACTOR

DEPARTMENT OF HOMELESS SERVICES

By: By:
___________________________________ __________________________________

___________________________________ __________________________________

Title:

__________________________________

Fed. Employer I.D. No. or Soc. Sec. No.

Approved as to Form and

Certified as to Legal Authority

Acting Corporation Counsel

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ACKNOWLEDGEMENTS:

STATE OF NEW YORK )

:ss:
COUNTY OF NEW YORK )

On this _____ day of ________________ 202_, before me personally came _______________

___________________________________, to me known and known to me to be __________
_________________________________________ of the NEW YORK CITY DEPARTMENT
OF HOMELESS SERVICES, the person described in and who is duly authorized to execute
the foregoing instrument on behalf of the Commissioner, and he/she acknowledged to me that
he/she executed the same for the purpose therein mentioned.

_________________________________
Notary Public or Commissioner of Deeds.

State of _________________________County of _______________________________ ss:

On this__ day of 202__ before me personally came

____________________________________________________, to me known, who, being by me
duly sworn did depose and say that he/she resides at____________
____________________________________________________; that he/she is the
of___________________________________________ the
corporation described in and which executed the foregoing instrument; and that he signed his name
to the foregoing instrument by order of the directors of said corporation as the duly authorized and
binding act thereof.

_________________________________
Notary Public or Commissioner of Deeds.

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Public Assistance Hiring Commitment Rider

A. Introduction. The Public Assistance Hiring Commitment is an initiative administered

by the Human Resources Administration (“HRA”) through its Business Link program,
and seeks to match employers with qualified job-seekers.

B. Requirements.
1. For the duration of this Contract, and subject to any qualified exceptions listed
in Section G below, Contractor shall hire at least one (1) Public Assistance
Recipient (“PA Recipient”) for each two hundred fifty thousand dollars
($250,000.00) in annual value of this Contract. If Contractor believes it should
be exempted from the requirements of this Rider, Contractor may submit a
request for an exemption based on the reasons outlined in Section G of this
rider. Any Human Services contract with less than $250,000 of annual
personnel costs, excluding fringe benefits and other than personal services
(OTPS), is automatically exempt from the Public Assistance Hiring
Commitment requirement.

2. Contractor shall hire Public Assistance Recipients for employment of at least

twenty (20) hours per week for the duration of at least one (1) year.

1. Public Assistance Recipients (PA Recipients) are defined as those with an

active HRA Cash Assistance case at the time of hire.

2. Contractor shall pay hired PA Recipients at least the legally mandated

State or federal minimum wage, whichever is higher.

3. Contractor may meet the requirements of this Rider through the hiring of
PA Recipients by its subcontractors. Subcontractors who have their own
hiring requirement may meet their obligation through the primary
contractor.

4. If the Contractor’s organization is a parent organization and legally owns

or controls other organizations or is itself a subsidiary of another parent
organization, the Contractor may meet the requirements of this Rider
through the hiring of PA Recipients in either the parent organization or its
subsidiaries or both. This stipulation applies whether the organization is
a for-profit business or a nonprofit organization. It is the obligation of the
Contractor to make HRA aware of any legal relationships it has with a
parent or subsidiary organizations.

5. Positions of employment may be at any site or within any program

operated by the Contractor.

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6. Contractor shall seek to retain hired PA Recipients beyond the one (1)
year requirement of this Rider. In the event a PA Recipient hired by a
Contractor is not retained for one (1) full year, the Contractor must hire
and retain another PA Recipient for the remainder of the year in order to
be credited for making one (1) required hire. When the Contractor replaces
a hired PA Recipient before one (1) year has passed, this replacement will
not count as an additional employee toward fulfilling Contractor’s hiring
requirement.

C. Developing and Submitting the Implementation Plan. Within sixty (60) calendar
days of: (i) the start date of the Contract; or (ii) the date of program start (e.g., shelter
opening), whichever date is later, and any subsequent anniversary date of the
commencement date of this Contract, Contractor shall submit an implementation plan
detailing how Contractor will meet the hiring requirements of this Rider, as specified in
the HireNYC: Human Services manual provided on our website at
http://www1.nyc.gov/site/businesslink/employers/hirenyc.page. Contractor may request
the assistance of Business Link in developing its implementation plan. If Contractor is
determined by HRA to be in compliance with this Rider during the previous Contract
year, HRA will notify Contractor that it is not required to submit a new implementation
plan.

D. Instituting the Implementation Plan. Contractor shall begin instituting the

implementation plan within thirty (30) calendar days of submitting the implementation
plan. Contractor shall send job listings to HRA for the life of this Contract. Contractor
may request the assistance of Business Link in identifying potential employees. In such
case, HRA will refer PA Recipients who meet Contractor’s minimum qualifications as
determined by Contractor for employment interviews.

E. Deficiencies in Implementation Plan. If Contractor fails to hire the specified number

of PA Recipients by the later of either (i) the timeframe mutually agreed upon between
HRA and Contractor or (ii) six (6) months from the commencement date; or fails to pay
and retain PA Recipients in accordance with the requirements specified in Section B,
HRA, will notify Contractor in writing, indicating what deficiencies are to be remedied.
Within twenty (20) calendar days of its receipt of this notice, Contractor shall respond to
HRA, in writing, and must identify with specificity the steps Contractor intends to take
to remedy any deficiencies identified. HRA will investigate Contractor’s compliance
with Contractor’s corrective action plan. If the identified deficiencies are not addressed
to the satisfaction of HRA, HRA shall assess the agreed upon liquidated damages based
on the calculation for each day and for each PA Recipient not hired or compensated in
accordance with the provisions of this Rider, as follows:

1. Daily liquidated damages per PA Recipient will be calculated as the quotient

of:

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[(current minimum wage as of the commencement date and any subsequent

anniversary date) * 20 hours per week * 52 weeks per year]
365 days

2. HRA retains the option to require Contractor to directly pay to HRA, or to

deduct from any payment due or to become due to Contractor, such amount
as may be assessed for liquidated damages.

F. Applying for an Exemption from the Rider. Within thirty (30) calendar days after the
end of the fiscal year, Contractor may apply to HRA, for a complete or partial exemption
from, or best efforts compliance with the requirements of this Rider. Any application for
an exemption must be in the form specified by HRA, accompanied by supporting
documentation. Any exemption granted will be for the previous fiscal year only and will
be effective for one (1) prior fiscal year only (July 1st until June 30th).

G. Qualifying for an Exemption from the Rider.

1. Contractor may qualify for a complete exemption if one (1) of the conditions
below is demonstrated:

a. Contractor’s workforce within New York City is fewer than twenty

(20) employees; or

b. Contractor possesses no entry-level vacancies and can demonstrate

that no positions are reasonably foreseen to be available within one (1)
year of the commencement or anniversary date of this Contract; or

c. Contractor is a party to a valid collective bargaining agreement

covering all of Contractor’s entry-level positions and such agreement
limits Contractor to a hiring pool that does not include PA Recipients;
or

d. Complying with the hiring requirements of this Rider in any manner

will cause extreme hardship; or

e. Contractor retains or retained a PA Recipient hired pursuant to this

Rider beyond one (1) year, and thus may qualify for a full or partial
exemption of its hiring requirements in subsequent years.

2. Contractor may qualify for a partial exemption if one of the conditions below is
demonstrated:

a. The specified number of PA Recipients to be hired exceeds 10% of

Contractor’s workforce located within New York City; or

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b. A valid collective bargaining agreement covers some but not all entry-
level positions and limits Contractor to a hiring pool which does not
include PA Recipients.

c. Contractor retains or retained a PA Recipient hired pursuant to this

Rider beyond one (1) year, and thus may qualify for a partial
exemption of its hiring requirements in subsequent years.

3. Beginning with Year 2 of the Contract, Contractor may qualify for either a full
or partial exemption from its yearly hiring requirements to the extent that
Contractor can demonstrate that it hired the required number of PA Recipients
during the previous year and that these hires remain employed by Contractor as
of the anniversary date. Contractor shall submit all appropriate documentation,
as specified in the HireNYC: Human Services Manual, when seeking an
exemption based on a retained PA Recipient, for the previous fiscal year. These
hires must have been employed for one (1) full year.

4. At the end of each fiscal year, Business Link will notify Contractor as to
whether the hiring requirements were met. Where the Contractor has failed to
meet the requirements, Contractor may seek a modification to waive its unmet
requirements if Contractor can demonstrate that it has made best efforts to meet
the hiring requirements of this Rider. Evidence (via documentation submitted
to Business Link) that Contractor utilized best efforts to meet the hiring
requirements of this Rider includes the following:

a. Submitting job postings to Business Link of open positions within

Contractors organization and;
b. Interviewing candidates submitted by Business Link and;
c. Providing feedback to Business Link regarding candidates
interviewed and/or evaluated.

5. If the Contractor did not utilize Business Link but interviewed job applicants,
then it may send a list of individuals interviewed, who have signed a consent as
outlined in Section I below, via Hire Sheet to Business Link to verify that the
individual is currently receiving PA or was receiving PA at time of hire. In this
instance, the following information must be included:
a. The names, addresses, and telephone numbers for each PA Recipient
interviewed; and
b. A job description and the specifications of the position(s) PA
Recipients were interviewed for; and
c. An explanation detailing why any individuals identified by Contractor
to be PA Recipients were rejected for that position.

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H. Documentation of Hiring PA Recipients.

1. Recruitment through Business Link: If Contractor recruits and hires PA
Recipients through Business Link, Contractor does not need to provide any
documentation of its compliance with the PA hiring requirement for those
individuals. However, Contractor must confirm which candidates it hires to
Business Link.

2. Submission of Hire Sheets: If not recruiting and hiring through Business Link,
Contractor may submit hire sheets to document its compliance with the PA
hiring requirement, and may also do so in addition to recruiting candidates
through Business Link. However, if Contractor submits any hires sheets,
Contractor must do the following:

a. Obtain signed consents from any employee whose name appears on a

hire sheet prior to submitting it to HRA;

b. Attest that it obtained signed consents; and

c. Make the signed consents available to HRA upon request.

I. Consents: A consent must be written and contain the following acknowledgments and/or
permissions from the individual that he/she:

a. Agrees to be screened for current or prior participation in the

HireNYC: Human Services program so that the contractor may be
evaluated for compliance with the HireNYC: Human Services
requirement; and

b. Understands that this information is solely used by HRA to confirm

Contractor’s compliance with its hiring obligation; and

c. Understands that this information will be kept confidential by

Contractor; and

d. Understands that this information in no way will affect the hiring

decision, employment status or conditions of employment, if hired.

J. Communication. Contractor shall send all documentation required in the HireNYC:

Human Services Manual or by this Rider to: HRA’s Business Link located at 123 William
Street, 6th Floor, New York, N.Y. 10038. Documents may also be emailed to Business
Link at HireNYC-HumanServices@hra.nyc.gov. Contractor shall submit any additional
relevant information within ten (10) calendar days of a request from HRA.

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LANGUAGE ASSISTANCE RIDER FOR HRA

Language Assistance Services. The Contractor shall provide free language assistance services
to limited English proficient individuals.

A. Service Delivery. When a limited English proficient individual seeks or receives

benefits or services from a Department Contractor, the Contractor shall provide promptly
language assistance services in all interactions with that individual, whether the interaction is by
telephone or in person. The Contractor shall meet its obligation to provide prompt language
assistance services by ensuring that limited English proficient individuals do not have to wait
unreasonably longer to receive assistance than individuals who do not require language
assistance services.

B. Translation. Where an application or form requires completion in English by a

limited English proficient individual for submission to a state or federal authority, the Contractor
shall provide oral translation of such application or form as well as certification by the limited
English proficient individual that the form was translated and completed by an interpreter. The
Contractor shall make all reasonable efforts to provide language assistance services in person by
bilingual personnel. The Contractor shall screen bilingual personnel and interpreter personnel
for their ability to provide language assistance services. The Contractor shall translate all
documents into every covered language, as indicated in subsection 2, below. The Contractor
shall provide annual training for bilingual personnel and interpreter personnel and ensure that
they are providing appropriate language assistance services.

1. Notices. Upon initial contact, whether by telephone or in person, with an

individual seeking benefits and/or services offered by the Contractor, the Contractor shall
determine the primary language of such individual. If it is determined that such individual’s
primary language is not English, the Contractor shall inform the individual in his/her primary
language of the right to free language assistance services. The Contractor shall post conspicuous
signs in every covered language at all of its offices informing limited English proficient
individuals of the availability of free language assistance services. The Contractor shall provide
in all application and recertification packages a notice advising participants that free language
assistance services are available at its offices and where to go if they would like an interpreter.
This notice shall appear in all covered languages.

2. Covered Languages. “Covered Languages” shall mean Arabic, Chinese,

Haitian Creole, Korean, Russian or Spanish. Nothing in this section shall preclude a Contractor
from providing language assistance services beyond those required in this section.

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CONTINUITY OF OPERATIONS PLAN RIDER: TO BE USED FOR THOSE

PROGRAMS WHERE CONTINUATION OF SERVICES IN THE IMMEDIATE
AFTERMATH OF AN EMERGENCY IS ESSENTIAL FOR PUBLIC HEALTH OR
SAFETY

Prior to the commencement of services under this Agreement, Contractor shall submit
for the Department’s review and approval a written Continuity of Operations Plan (COOP) for
its business which indicates its ability to continue the provision of essential services to the
Department in the event that a State of Emergency is declared by the Mayor. The vendor should
seek guidance from the Department on how to develop a COOP plan. A COOP plan includes,
but is not limited to: the identification of an alternate site of business; appointment of alternate
personnel for identified essential staff; development of protocols for the safekeeping of vital
business records; and, a transportation contingency plan for its employees.

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Identifying Information Rider

(To supplement the City Standard Human Services Contract,

the Discretionary Fund Contract for human services contracts less than $100,000, other human
services contracts and other contracts designated by the Chief Privacy Officer)

Section 1.01 Background.

Local Laws 245 and 247 of 2017 (codified at New York City Charter (“Charter”)
Section 8 subdivision (h) and the Administrative Code of the City of New York (“Admin. Code”)
Sections 23-1201 to -1205) are effective June 15, 2018. Such laws apply to human services
contracts and other contracts designated by the City Chief Privacy Officer that involve the
collection, retention, or disclosure of “Identifying Information” in connection with services
provided under a City contract. Accordingly, in connection with the services provided under this
Agreement, Contractor may collect, retain, and disclose Identifying Information only in
accordance with the requirements of this Identifying Information Rider, the policies and
protocols adopted pursuant to Admin. Code Sections 23-1201 to -1205, the other provisions of
this Agreement and as otherwise required by law.

Section 1.02 Definitions.

A. “Agency” means the City agency or office through which the City has entered into this
Agreement.

B. “Agency Privacy Officer” means the person designated to exercise functions under
Admin. Code Sections 23-1201 to -1205 by the Agency through which the City is a party
to this Agreement.

C. “City Chief Privacy Officer” means the person designated by the Mayor pursuant to
Charter Section 8 subdivision (h) as the City’s Chief Privacy Officer or such person’s
designee.

D. “Exigent Circumstances” means circumstances where collection or disclosure is

urgently necessary, such that procedures that would otherwise be required cannot be
followed.

E. “Identifying Information” means any information provided by the City to Contractor or

obtained by Contractor in connection with this Agreement that may be used on its own
or with other information to identify or locate an individual. Identifying Information
includes, but is not limited to: name, sexual orientation, gender identity, race, marital or
partnership status, status as a victim of domestic violence or sexual assault, status as a
crime victim or witness, citizenship or immigration status, eligibility for or receipt of
public assistance or city services, all information obtained from an individual’s income
tax records, an individual’s Social Security number, information obtained from any
surveillance system operated by, for the benefit of, or at the direction of the New York
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City Police Department, motor vehicle information or license plate number, biometrics
such as fingerprints and photographs, languages spoken, religion, nationality, country
of
origin, place of birth, date of birth, arrest record or criminal conviction, employment status,
employer information, current and previous home and work addresses, contact information
such as phone number and email address, information concerning social media accounts,
date and/or time of release from the custody of the Administration for Children’s Services,
the Department of Correction, or the New York City Police Department, any scheduled
court appearances, any scheduled appointments with the City, the Contractor or its
subcontractor that provides human services or other services designated by the City Chief
Privacy Officer, and any other category of information designated by the City Chief
Privacy Officer.

Section 1.03 Collection.

Absent Exigent Circumstances, Contractor shall not collect Identifying Information unless
such collection (a) has been approved by the Agency Privacy Officer or the City Chief
Privacy Officer and the collection of such Identifying Information is in furtherance of
Contractor’s obligations under this Agreement; (b) is required by law or treaty; (c) is
required by the New York City Police Department in connection with a criminal
investigation; or (d) is required by a City agency in connection with the welfare of a minor
or other individual who is not legally competent.

Section 1.04 Disclosure.

A. Absent Exigent Circumstances, Contractor shall not disclose Identifying Information

unless such disclosure (a) has been authorized in writing by the individual to whom
such information pertains or, if such individual is a minor or is otherwise not legally
competent, by such individual's parent, legal guardian, or other person with legal
authority to consent on behalf of the individual; (b) has been approved by the Agency
Privacy Officer or the City Chief Privacy Officer and the disclosure of such Identifying
Information is in furtherance of Contractor’s obligations under this Agreement; (c) is
required by law or treaty; (d) is required by the New York City Police Department in
connection with a criminal investigation; or (e) is required by a City agency in
connection with the welfare of a minor or other individual who is not legally competent.

B. If Contractor discloses an individual’s Identifying Information in violation of this

Rider, Contractor shall notify the Agency Privacy Officer. In addition, if such
disclosure requires notification to the affected individual(s) pursuant to the policies and
protocols promulgated by the City Chief Privacy Officer under subdivision 6 of Section
23-1203, in the discretion of the Agency Privacy Officer Contractor shall either (i)
make reasonable efforts to notify such individual(s) in writing of the Identifying
Information disclosed and to whom it was disclosed as soon as practicable or (ii)
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cooperate with the Agency’s efforts to notify such individual(s) in writing. The City
shall have the right to withhold further payments under this Agreement for the purpose
of set-off in sufficient sums to cover the costs of notifications and/or other actions
mandated by any law, administrative or judicial order, or the City Chief Privacy Officer
to address the disclosure, and including any fines or disallowances
imposed by the State or federal government as a result of the disclosure. The City shall
also have the right to withhold further payments hereunder for the purpose of set-off in
sufficient sums to cover the costs of credit monitoring services for the victims of such
a disclosure by a national credit reporting agency, and/or any other commercially
reasonable preventive measure. The Agency shall provide Contractor with written
notice and an opportunity to comment on such measures prior to implementation.
Alternatively, at the City’s discretion, or if monies remaining to be earned or paid under
this Agreement are insufficient to cover the costs detailed above, Contractor shall pay
directly for the costs, detailed above, if any.
C. Section 1.04(B) shall not require any notification that would violate any law or interfere
with an investigation or otherwise compromise public safety pursuant to subdivision e
of Section 23-1204.

Section 1.05 Exigent Circumstances.

In the event Contractor collects or discloses Identifying Information due to Exigent

Circumstances, with no other basis for collection or disclosure under subdivisions b or c of
Section 23-1202, Contractor shall send to the Agency Privacy Officer information about
such collection or request and disclosure, along with an explanation of why such Exigent
Circumstances existed, as soon as practicable after such collection or disclosure. This
section shall not require any such notification for collection or disclosure of Identifying
Information that: (a) is required by the New York City Police Department in connection
with an open criminal investigation; (b) is required by a City agency in connection with an
open investigation concerning the welfare of a minor or other individual who is not legally
competent; or (c) occurs in the normal course of performing Contractor’s obligations under
this Agreement and is in furtherance of law enforcement or public health or safety powers
of the Agency under Exigent Circumstances.

Section 1.06 Retention.

Contractor shall retain Identifying Information as required by law or as otherwise

necessary in furtherance of this Agreement, or as otherwise approved by the Agency
Privacy Officer or the City Chief Privacy Officer.

Section 1.07 Reporting.

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Contractor shall provide the Agency with reports as requested by the Agency Privacy
Officer or City Chief Privacy Officer regarding the collection, retention, and disclosure of
Identifying Information by Contractor. Each such report shall include information
concerning Identifying Information collected, retained, and disclosed, including: (a) the
types of Identifying Information collected, retained, or disclosed; (b) the types of
collections and disclosures classified as “routine” and any collections or disclosures
approved by the Agency Privacy Officer or City Chief Privacy Officer; and (c) any other
related information that may be reasonably required by the Agency Privacy Officer or
City Chief Privacy Officer.

Section 1.08 Coordination with Agency Privacy Officer.

The Agency may assign powers and duties of the Agency Privacy Officer to Contractor for
purposes of this Agreement. In such event, Contractor shall exercise those powers and
duties in accordance with applicable law in relation to the Agreement, and shall comply
with reasonable directions of the Agency Privacy Officer and City Chief Privacy Officer
concerning coordination and reporting.

Section 1.09 Conflicts with Provisions Governing Records, Audits, Reports and
Investigations.

To the extent allowed by law, the provisions of this Rider shall control if there is a
conflict between any of the provisions of this Rider and, as applicable, either (i) Article 5
of Appendix A (General Provisions Governing Contracts for Consultants, Professional,
Technical, Human, and Client Services); (ii) if the value of this Agreement is $100,000 or
less and the Agreement is funded by City Council Discretionary Funds, Article 7(E) and
Rider 1, Article 1 of the Agreement; or (iii) if neither (i) nor (ii) apply, the Investigations
Clause, and other provisions concerning records retention, inspections, audits, and reports
designated elsewhere in the Agreement. The provisions of this Rider do not replace or
supersede any other obligations or requirements of this Agreement.

Section 1.10 Subcontracts.

A. Contractor shall include this Rider in all subcontracts to provide human services or
other services designated in the policies and protocols of the City Chief Privacy
Officer.
B. Contractor agrees that it is fully responsible to the Agency for the compliance with
this Rider by its subcontractors that provide human services or other services
designated by the City Chief Privacy Officer.

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Section 1.11 Disclosures of Identifying Information to Third Parties.

Contractor shall comply with the City Chief Privacy Officer’s policies and protocols
concerning requirements for a written agreement governing the disclosure of Identifying
Information to a third party.

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 Rider to Human Services Contracts
Access to Non-Public Areas

Effective April 16, 2018, Local Law 246 of 2017 is codified in the New York City Administrative
Code at Section 4-210. The law in part applies to any contractor having regular contact with the
public in the daily administration of human services at any location, whether or not on city
property, where such services are provided under a City contract. Accordingly, Contractor agrees
to the following requirements:

In connection with the services provided under this Agreement, Contractor shall not knowingly
permit and shall ensure that its subcontractors do not knowingly permit Enforcement Personnel to
have access to non-public areas of the facilities where the services are provided unless:

1. such Enforcement Personnel are authorized to have access pursuant to an agreement,

contract, or subcontract;

2. such Enforcement Personnel present a judicial warrant;

3. access is otherwise required by law;

4. such Enforcement Personnel are accessing such non-public areas as part of a

cooperative arrangement involving city, state, or federal agencies;

5. access furthers the purpose or mission of a city agency; or

6. exigent circumstances exist.

For the purposes of this rider, the phrase “Enforcement Personnel” means government personnel
who are empowered to enforce civil or criminal laws, but excludes personnel of the City, the New
York City Department of Education, or a local public benefit corporation or local public authority.

Human Services Standard Contract

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4868-6909-4155.3
 Rider to Human Services Contracts
Indirect Cost Rate Development and Application Policies and Procedures Manual

Effective immediately, the City of New York Health and Human Services Cost
Policies and Procedures Manual (“Cost Manual”), available at nyc.gov/nrc, is hereby
incorporated into and made a part of the Standard Human Services Contract. If there
is a conflict between the terms of the Fiscal Manual (as defined in the Standard
Human Services Contract) and the Cost Manual, the Cost Manual shall take
precedence.

Human Services Standard Contract

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4868-6909-4155.3
 New York City Mayoral Executive Order No. 64 Rider
Responsibility of Contracted Providers of Human Services
in Relation to Matters Involving Allegations of Sexual Harassment

(To supplement the New York City Standard Human Services Contract)

Section 1.01 Background.

New York City Mayoral Executive Order No. 64 (“EO 64”) entitled “Responsibility of Contracted
Providers of Human Services in Relation to Matters Involving Allegations of Sexual Harassment”
became effective on March 3, 2021. This Mayoral Executive Order applies to “human services”
contracts, as that term is defined in section 6-129 of the New York City Administrative Code. EO
64 states that sexual harassment constitutes a form of unlawful discrimination under the New York
City Human Rights Law that is prohibited in the workplace and in the provision of public
accommodations, and is also illegal under New York State and Federal law. Pursuant to section
803 of the New York City Charter, the Mayor may direct the Commissioner of Investigation to
undertake investigations, including investigations of alleged sexual harassment by personnel
delivering services for or on behalf of the City of New York.

Section 1.02 Definitions.

A. “Agency” means the City agency or office through which the City of New York has entered
into this Agreement.

B. "Agreement” means the agreement between the Agency and the Contractor, to which this
rider has been added.

C. “Certification Date” means 30 days after the date that the Agreement is registered pursuant
to Section 328 of the New York City Charter, or if this rider is added by an amendment,
the date said amendment is registered pursuant to Section 328 of the New York City
Charter.

D. “DOI” means the New York City Department of Investigation.

E. “Human Services” means services provided to third parties, including social services such
as day care, foster care, home care, homeless assistance, housing and shelter assistance,
preventive services, youth services, and senior centers; health or medical services including
those provided by health maintenance organizations; legal services; employment assistance
services, vocational and educational programs; and recreation programs.

F. “PassPort” means New York City’s digital Procurement and Sourcing Solutions Portal;

G. “Contractor” means the entity providing Human Services under a contract with the City of
New York.

Human Services Standard Contract

April 2017
4868-6909-4155.3
 H. “Rider” means this New York City Mayoral Executive Order No. 64 Rider.

Section 1.03 Reporting.

Contractor shall provide information about sexual harassment complaints, whether made by an
employee, client, or other person, by making the following available to DOI at
http://www.nyc.gov/HSProviderReport:

(a) A copy of the Contractor’s sexual harassment policies, including complaint procedures,
which shall be uploaded to PassPort; and
(b) A copy of any complaint or allegation of sexual harassment or retaliation on the basis
of a complaint of sexual harassment brought by any person against the Chief Executive Officer or
equivalent principal of the organization in any venue, including through the Contractor’s internal
Equal Opportunity process, subject to Section 2 herein. Such copy must be redacted as to the name
and any identifying information of individuals except the accused and provided, by secure means
that the DOI shall determine and publicize, within 30 days of receipt of the complaint or allegation;
and
(c) A copy of the final determination or judgment with regard to any complaint covered in
subdivision (b), redacted as to the name and any identifying information of individuals except the
accused; and
(d) Any additional information the DOI requests in order to effectuate its review of any
investigation and determination, including information that had been redacted pursuant to
subdivisions (b) and (c).

Section 1.04 Annual Certification.

On the Certification Date and on the anniversary of said date every year thereafter during the term
of the Agreement, the Contractor’s Board of Directors or equivalent authority of Contractor shall
upload to PassPort a certification substantially in the form annexed hereto as Annex 1 certifying
that they have made all reports required pursuant to this rider or that they had no information to
report.

Section 1.05 Contractor’s Duty to Investigate.

The reporting obligations under Section 1.03 does not relieve the Contractor of its duty to
investigate any complaint or allegation or of any other contractual obligations.

Section 2.

Disclosure to and collection by DOI of any personally identifying information relating to

allegations of sexual harassment – which constitutes “sensitive identifying information” under
section 6.2 of the Citywide Privacy Protections and Protocols of the City’s Chief Privacy Officer
and “restricted” information under the NYC Cyber Command Policies and Standards – has been
authorized by the Chief Privacy Officer under section 23-1202 of the New York City
Administrative Code as being in the best interests of the City.

Human Services Standard Contract

April 2017
4868-6909-4155.3
 Section 3.

Contractor hereby acknowledges the provisions of Section 4 of EO 64, which provides that
Agencies may consider any findings reported by DOI, as well as a provider's failure to furnish the
information required by Section 1.03 above when determining whether to continue, modify,
amend, or renew a contract.

Human Services Standard Contract

April 2017
4868-6909-4155.3
 ANNEX 1
SAMPLE CERTIFICATION

I, (NAME), who is (CHAIRMAN OF THE BOARD OR EQUIVALENT PRINCIPAL)

of (CONTRACTOR) (the “Contractor”), have reviewed the requirements of Mayoral Executive
Order 64 of 2021 and, in compliance therewith, hereby certify to the following:
1) A copy of the Contractor’s sexual harassment policy has been uploaded to the New York
City’s PASSPort system on DATE. The policy uploaded is the most up-to-date version of
the policy.

2) Allegations of Sexual Harassment. Please initial one (1) of the two (2) options below. For
the year prior to the date of this certification, or since the Contractor’s last certification,
whichever period is longer:
___ Contractor has reviewed its records and internal communications and confirms that it has
not received any complaints or allegations of sexual harassment, or retaliation on the basis
of a complaint or allegations of sexual harassment, brought against the Chief Executive
Officer or equivalent principal of the organization in any venue, including through the
Contractor’s internal Equal Opportunity process.
___ Contractor has reviewed its records and internal communications and confirms that it has
received complaints or allegations of sexual harassment, or retaliation on the basis of a
complaint or allegations of sexual harassment, brought against the Chief Executive Officer
or equivalent principal of the organization in any venue, including through the Contractor’s
internal Equal Opportunity process. Contractor has provided redacted copies of
documents regarding all such complaints or allegations to DOI.

3) Final Determinations and Judgments. Please initial one (1) of the two (2) options. For the
year prior to the date of this certification, or since the Contractor’s last certification,
whichever period is longer:
___ Contractor has reviewed its records and internal communications and confirms that it has
not made any final determinations, including settlement, or received any judgments relating
to any complaints or allegations covered under Mayoral Executive 64 of 2021.
___ Contractor has reviewed its records and internal communications and confirms that it has
made final determinations, including settlement, or received judgments relating to
complaints or allegations covered under Mayoral Executive 64 of 2021. Contractor has
provided redacted copies of all such documents to DOI.

I affirm under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct.

Dated________________

(NAME OF ENTITY)

Human Services Standard Contract

April 2017
4868-6909-4155.3
 BY:

(NAME )
(TITLE)

Subscribed and sworn to before me this

day of __________ , 20___,

______________________
Notary Public

Human Services Standard Contract

April 2017
4868-6909-4155.3
 New York City Mayoral Executive Order No. 64 Rider
Responsibility of Contracted Providers of Human Services
in Relation to Matters Involving Allegations of Sexual Harassment

(To supplement the New York City Standard Human Services Contract)

Section 1.01 Background.

New York City Mayoral Executive Order No. 64 (“EO 64”) entitled “Responsibility of Contracted
Providers of Human Services in Relation to Matters Involving Allegations of Sexual Harassment”
became effective on March 3, 2021. This Mayoral Executive Order applies to “human services”
contracts, as that term is defined in section 6-129 of the New York City Administrative Code. EO
64 states that sexual harassment constitutes a form of unlawful discrimination under the New York
City Human Rights Law that is prohibited in the workplace and in the provision of public
accommodations, and is also illegal under New York State and Federal law. Pursuant to section
803 of the New York City Charter, the Mayor may direct the Commissioner of Investigation to
undertake investigations, including investigations of alleged sexual harassment by personnel
delivering services for or on behalf of the City of New York.

Section 1.02 Definitions.

A. “Agency” means the City agency or office through which the City of New York has entered
into this Agreement.

B. "Agreement” means the agreement between the Agency and the Contractor, to which this
rider has been added.

C. “Certification Date” means 30 days after the date that the Agreement is registered pursuant
to Section 328 of the New York City Charter, or if this rider is added by an amendment,
the date said amendment is registered pursuant to Section 328 of the New York City
Charter.

D. “DOI” means the New York City Department of Investigation.

E. “Human Services” means services provided to third parties, including social services such
as day care, foster care, home care, homeless assistance, housing and shelter assistance,
preventive services, youth services, and senior centers; health or medical services including
those provided by health maintenance organizations; legal services; employment assistance
services, vocational and educational programs; and recreation programs.

F. “PassPort” means New York City’s digital Procurement and Sourcing Solutions Portal;

G. “Contractor” means the entity providing Human Services under a contract with the City of
New York.

H. “Rider” means this New York City Mayoral Executive Order No. 64 Rider.
1
 Section 1.03 Reporting.

Contractor shall provide information about sexual harassment complaints, whether made by an
employee, client, or other person, by making the following available to DOI at
http://www.nyc.gov/HSProviderReport:

(a) A copy of the Contractor’s sexual harassment policies, including complaint procedures,
which shall be uploaded to PassPort; and
(b) A copy of any complaint or allegation of sexual harassment or retaliation on the basis
of a complaint of sexual harassment brought by any person against the Chief Executive Officer or
equivalent principal of the organization in any venue, including through the Contractor’s internal
Equal Opportunity process, subject to Section 2 herein. Such copy must be redacted as to the name
and any identifying information of individuals except the accused and provided, by secure means
that the DOI shall determine and publicize, within 30 days of receipt of the complaint or allegation;
and
(c) A copy of the final determination or judgment with regard to any complaint covered in
subdivision (b), redacted as to the name and any identifying information of individuals except the
accused; and
(d) Any additional information the DOI requests in order to effectuate its review of any
investigation and determination, including information that had been redacted pursuant to
subdivisions (b) and (c).

Section 1.04 Annual Certification.

On the Certification Date and on the anniversary of said date every year thereafter during the term
of the Agreement, the Contractor’s Board of Directors or equivalent authority of Contractor shall
upload to PassPort a certification substantially in the form annexed hereto as Annex 1 certifying
that they have made all reports required pursuant to this rider or that they had no information to
report.

Section 1.05 Contractor’s Duty to Investigate.

The reporting obligations under Section 1.03 does not relieve the Contractor of its duty to
investigate any complaint or allegation or of any other contractual obligations.

Section 2.

Disclosure to and collection by DOI of any personally identifying information relating to

allegations of sexual harassment – which constitutes “sensitive identifying information” under
section 6.2 of the Citywide Privacy Protections and Protocols of the City’s Chief Privacy Officer
and “restricted” information under the NYC Cyber Command Policies and Standards – has been
authorized by the Chief Privacy Officer under section 23-1202 of the New York City
Administrative Code as being in the best interests of the City.

Section 3.

2
Contractor hereby acknowledges the provisions of Section 4 of EO 64, which provides that
Agencies may consider any findings reported by DOI, as well as a provider's failure to furnish the
information required by Section 1.03 above when determining whether to continue, modify,
amend, or renew a contract.

3
 ANNEX 1
SAMPLE CERTIFICATION

I, (NAME), who is (CHAIRMAN OF THE BOARD OR EQUIVALENT PRINCIPAL)

of (CONTRACTOR) (the “Contractor”), have reviewed the requirements of Mayoral Executive
Order 64 of 2021 and, in compliance therewith, hereby certify to the following:
1) A copy of the Contractor’s sexual harassment policy has been uploaded to the New York
City’s PASSPort system on DATE. The policy uploaded is the most up-to-date version of
the policy.

2) Allegations of Sexual Harassment. Please initial one (1) of the two (2) options below. For
the year prior to the date of this certification, or since the Contractor’s last certification,
whichever period is longer:
___ Contractor has reviewed its records and internal communications and confirms that it has
not received any complaints or allegations of sexual harassment, or retaliation on the basis
of a complaint or allegations of sexual harassment, brought against the Chief Executive
Officer or equivalent principal of the organization in any venue, including through the
Contractor’s internal Equal Opportunity process.
___ Contractor has reviewed its records and internal communications and confirms that it has
received complaints or allegations of sexual harassment, or retaliation on the basis of a
complaint or allegations of sexual harassment, brought against the Chief Executive Officer
or equivalent principal of the organization in any venue, including through the Contractor’s
internal Equal Opportunity process. Contractor has provided redacted copies of
documents regarding all such complaints or allegations to DOI.

3) Final Determinations and Judgments. Please initial one (1) of the two (2) options. For the
year prior to the date of this certification, or since the Contractor’s last certification,
whichever period is longer:
___ Contractor has reviewed its records and internal communications and confirms that it has
not made any final determinations, including settlement, or received any judgments relating
to any complaints or allegations covered under Mayoral Executive 64 of 2021.
___ Contractor has reviewed its records and internal communications and confirms that it has
made final determinations, including settlement, or received judgments relating to
complaints or allegations covered under Mayoral Executive 64 of 2021. Contractor has
provided redacted copies of all such documents to DOI.

I affirm under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct.

Dated________________
 (NAME OF ENTITY)

BY:
_________________________________________
(NAME )
(TITLE)

Subscribed and sworn to before me this

day of ,
20___,

______________________
Notary Public
RIDER TO DHS CONTRACTED SHELTER CONTRACTS PURSUANT
TO NYC ADMIN CODE § 6-109.1 ESTABLISHING PREVAILING WAGE
REQUIREMENTS FOR SECURITY GUARDS AND FIRE GUARDS AT
CITY CONTRACTED SHELTERS

Section 1. DEFINITIONS.

A. Commissioner. The term “Commissioner” means the Commissioner of the Department.

B. Comptroller. The term “Comptroller” means the Comptroller of the City of New York.

C. Covered Guard. The term “Covered Guard” means a Security Guard or a Fire Guard.

D. Covered Guard Service Company. The term “Covered Guard Service Company”
means a person that has entered into an approved subcontract under this Contract, and
pursuant to such subcontract:
a. provides the services of Fire Guards; or
b. provides Security Services, and is licensed to provide the services of Security
Guards under contract to other entities pursuant to Article 7 of the General
Business Law.

E. Department. The term “Department” means the Department of Homeless Services.

F. Fire Guard. The term “Fire Guard” has the same meaning as provided under Section 202
of the Fire Code.

G. Prevailing Wage. The term “Prevailing Wage” means the rate of wage and supplemental
benefits paid in the locality to workers in the same trade or occupation and determined by
the Comptroller in a manner consistent with the provisions of Section 234 of the Labor
Law.

H. Security Guard. The term “Security Guard” means any unarmed individual with a
current and valid license issued in accordance with Article 7-A of the General Business
Law, authorizing such individual to perform Security Services in the State of New York.

I. Security Services. The term “Security Services” means the unarmed protection of
individuals and/or property from harm or other unlawful activity, as well as prevention,
deterrence, observation, detection and/or reporting to government agencies of unlawful
activity or conditions that present a risk to the safety of shelter residents, staff or the
public.

J. Shelter. The term “Shelter” means temporary emergency housing provided to homeless
individuals by the Department or by another person under this Contract.
Section 2 RESPONSIBILITIES OF THE CONTRACTOR.

A. For all services performed after May 6, 2022, pursuant to this Contract, the Contractor
shall pay all Covered Guards that it employs no less than the Prevailing Wage. The
obligation of the Contractor to pay prevailing supplements may be discharged by
furnishing any equivalent combinations of fringe benefits or cash payments.

B. Annual Certification. Beginning May 6, 2022, in any year in which a Covered Guard
employed by the Contractor provides services pursuant to this Contract, the Contractor
shall provide to the Comptroller and the Commissioner an annual certification executed
under penalty of perjury that all such Covered Guards performing services under this
Contract have been paid the Prevailing Wage. Each such certification shall be provided
during the thirty day period following the anniversary of the effective date of this
Contract. Such certification shall include a record of the days and hours worked and the
wages and benefits paid to each Covered Guard employed at the Shelter for the greater of
the preceding calendar year or the entire period following the last certification executed
under this Contract, if any. Such certification shall be certified by the chief executive or
chief financial officer of the Contractor or the designee of any such person. The
Contractor shall also collect any certifications executed by Covered Guard Service
Companies performing services under this Contract, and transmit them to the Department
and the Comptroller.

C. Records. Beginning May 6, 2022, the Contractor shall maintain original payroll records
for each of the Covered Guards that it employs to perform services and each of the
payroll reports provided by Covered Guard Service Companies. Such reports shall reflect
the days and hours worked, and the wages paid and benefits paid for such hours worked.
The Contractor shall retain such records for the duration of its provision of services under
this Contract and at least six years after the end of the contract term. The Contractor
agrees to provide for inspection of such records as well as a certified original payroll
records upon request by the Comptroller or the Commissioner.

D. Notice. Beginning May 6, 2022, the Contractor shall post in a prominent and accessible
place at every Shelter a copy of a written notice, which will be provided by the
Department upon request by the Contractor, detailing the wages, benefits, and other
protections to which Covered Guards are entitled under this contract. The Contractor
shall post a copy of such notice in English, Spanish, and any other language that the
Contractor is aware is the primary language of a significant portion of the Covered
Guards providing services at the Shelter. Such notice shall remain posted for the duration
of this Contract and shall be adjusted periodically to reflect the current Prevailing Wage
for Covered Guards. The Contractor shall also provide a copy of such notice to each
Covered Guard performing services under this Contract.

E. Retaliation and discrimination barred. The Contractor shall not retaliate, discharge,
demote, suspend, take adverse employment action in the terms and conditions of
 employment, or otherwise discriminate against any Covered Guard for reporting or
asserting a violation of Admin. Code § 6-109.1 or the terms of this Rider, for seeking or
communicating information regarding rights conferred by Admin. Code § 6-109.1, for
exercising any other rights protected under Admin. Code § 6-109.1, or for participating in
any investigatory or court proceeding relating to this Rider or Admin. Code § 6-109.1.
The Contractor shall not take any retaliatory action against a Covered Guard or such
guard’s representative who in good faith alleges a violation of this Rider or Admin. Code
§ 6-109.1, or who seeks or communicates information regarding rights conferred by
Admin. Code § 6-109.1 in circumstances where such guard in good faith believes Admin.
Code § 6-109.1 applies. Taking adverse employment action against a Covered Guard or
such guard’s representative within 60 days of the guard engaging in any of the
aforementioned activities shall raise a rebuttable presumption of having done so in
retaliation for those activities.

F. Subcontracting.

(1) Except as otherwise provided for by this Contract or any provision of law, the
Contractor may subcontract the security and fire guard services to a Covered
Guard Service Company.

(2) The Contractor shall include each of the provisions in this Rider in the
subcontract agreement with the Covered Guard Service Company including
but limited to the requirements of Section 2(F)(2)(a) of this Rider below, and
shall cause such Covered Guard Service Company to comply with the
requirements of Admin. Code § 6-109.1. The Contractor shall not enter into
any subcontract for an amount greater than $20,000 with a Covered Guard
Service Company for the provision of Security Services or the services of a
Fire Guard at a Shelter in performance of this Contract without the
Department’s prior approval of the proposed Covered Guard Service
Company. The Contractor shall provide information to the Department
demonstrating that the proposed Covered Guard Service Company has the
necessary facilities, skill, integrity, past experience and financial resources to
perform the services required pursuant to this Contract. The Department shall
make a final determination in writing approving or disapproving the proposed
Covered Guard Service Company after receiving all requested information.
The approval of a Covered Guard Service Company shall not relieve the
Contractor of any of its responsibilities, duties, and liabilities under this
Contract. The Contractor shall remain fully responsible to the Department for
the acts and omissions of the Covered Guard Service Company.

a. To the extent a conflict exists between the subcontracting provision of

Section 2(F)(2) of this Rider and Article 3 of Appendix A (General
Provisions Governing Contracts for Consultants, Professional
Technical, Human and Client Services), Section 2(F)(2) of this Rider
shall supersede Article 3 of Appendix A.
Section 3. IMPLEMENTATION AND ENFORCEMENT.

A. The Contractor agrees to comply with all applicable requirements of Admin. Code § 6-
109.1(c) (Implementation and Enforcement). If the Contractor subcontracts some or all of
Covered Guard services performed under this Contract, the subcontract must contain
language agreeing to comply with the applicable requirements of Admin. Code § 6-109.1.
In addition to other terms necessary to mandate compliance with Admin. Code § 6-109,
such subcontract with a Covered Guard Service Company must contain terms as follows:

(1) Each such subcontract shall provide that, for all services performed by
Covered Guards after May 6, 2022 pursuant to such subcontract, the Covered
Guard Service Company must pay all Covered Guards that it employs no less
than the Prevailing Wage, and may discharge such obligation with respect to
supplements by furnishing any equivalent combinations of fringe benefits or
cash payments.

(2) Each such subcontract shall provide that, beginning May 6, 2022, in any year
in which a Covered Guard employed by such Covered Guard Service
Company provides services pursuant to such subcontract, the Covered Guard
Service Company shall provide to the Contractor an annual certification
executed under penalty of perjury that states that all such Covered Guards
performing services under this Contract have been paid the Prevailing Wage.
Such subcontract shall provide that each such certification must be provided
during the thirty day period following the anniversary of the effective date of
such subcontract. Such subcontract shall provide that such certification must
include a record of the days and hours worked and the wages and benefits paid
to each Covered Guard employed at the Shelter for the greater of the
preceding calendar year or the entire period following the last certification
executed under such subcontract, if any. Such subcontract shall require that
the certification shall be certified by the chief executive or chief financial
officer of the Covered Guard Service Company or the designee of any such
person.

(3) Each such subcontract shall provide that, beginning May 6, 2022, the Covered
Guard Service Company must maintain original payroll records for each of
the Covered Guards that it employs to perform services under such
subcontract reflecting the days and hours worked, and the wages paid and
benefits paid for such hours worked, and shall retain such records for the
duration of its provision of services under this Contract and at least six years
after the end of this Contract. The subcontract shall require the Covered Guard
Service Company to provide copies of all such records to the Contractor and
require the Covered Guard Service Company to agree to provide for
inspection of such records, as well as a certified original payroll records upon
request by the Comptroller or the Commissioner.
 (4) Each such subcontract shall provide that the Covered Guard Service Company
provide a copy of the notice described in Section 2(D) of this Rider to each
Covered Guard performing services pursuant to this Contract.

B. For purposes of implementation and enforcement of the terms of this Rider only,
Procurement Policy Board Rule 4-09 (Resolution of Disputes Arising Out of Contract
Administration) and Section 12.03 of Appendix A (General Provisions Governing
Contracts for Consultants, Professional Technical, Human and Client Services) to this
contract do not apply, and are superseded by the process outlined Admin. Code § 6-
109.1(c).

C. If the Contractor and any applicable city service subcontractor receives written notice
from the Department that the Contractor or an applicable subcontractor have violated the
terms of this Rider or the terms of Admin. Code § 6-109.1, and the Contractor fails to
cure such breach or cause such breach to be cured within 30 days of such notice, the City
shall have the right to pursue any rights or remedies available under the terms of this
Contract or under applicable law, including termination of this Contract.

D. If the Contractor fails to perform in accordance with any of the requirements of this
Admin. Code § 6-109.1 or this Rider and there is a continued need for the services
provided under this Contract, the Department may (i) obtain from another source the
required services as specified in this Contract, or any part thereof; (ii) may charge the
Contractor for any difference in price resulting from the alternative arrangements; (iii)
may assess any administrative charge established by the Department; and (iv) may, as
appropriate, invoke such other remedies as are available under this Contract and
applicable law.
RIDER TO CITY SERVICE CONTRACTS PURSUANT TO NYC ADMIN. CODE § 6-
145 LABOR PEACE AGREEMENTS FOR HUMAN SERVICES CONTRACTS

Sec. 1 DEFINITIONS.

A. Building service employee. The term “building service employee” means any person, the majority of
whose employment consists of performing work in connection with the care or maintenance of a building
or property, including but not limited to a watchperson, guard, doorperson, building cleaner, porter,
handyperson, janitor, gardener, groundskeeper, stationary fireman, elevator operator and starter, or
window cleaner.

B. City service subcontractor. The term “city service subcontractor” means any person, including, but not
limited to, a temporary services, staffing or employment agency or other similar entity, that pursuant to an
agreement with the contractor, performs any of the services to be rendered pursuant to this contract,
except that the term “city service subcontractor” shall not include any person who enters into a contract
with the contractor the principal purpose of which is to provide supplies, or administrative services,
technical support services, or any other similar services to the contractor that do not directly relate to the
performance of the human services to be rendered pursuant to this contract. A person shall be deemed a
city service subcontractor for the duration of the period during which such person performs such services
under this contract.

C. Covered employee. The term “covered employee” means an employee of a covered employer who
directly renders human services in performance of this contract, except that the term “covered employee”
shall not include any building service employee.

D. Covered employer. The term “covered employer” means the contractor or a city service subcontractor,
as applicable.

E. Human services. The term “human services” means social services contracted for by an agency on behalf
of third party clients including but not limited to day care, foster care, home care, health or medical services,
housing and shelter assistance, preventive services, youth services, the operation of senior centers,
employment training and assistance, vocational and educational programs, legal services and recreation
programs.

F. Labor organization. The term “labor organization” has the same meaning as set forth in subdivision (5)
of section 152 of title 29 of the United States Code.

G. Labor peace agreement. The term “labor peace agreement” means an agreement between a covered
employer and a labor organization that seeks to represent employees who perform one or more classes
of work to be performed pursuant to this contract, where such agreement: (1) requires that the covered
employer and the labor organization and its members agree to the uninterrupted delivery of services to be
rendered pursuant to this contract and to refrain from actions intended to or having the effect of interrupting
such services; and (2) includes any other terms agreed to by the parties, which may relate to, but need
not be limited to: (i) alternate procedures related to recognizing the labor organization for bargaining
purposes, (ii) public statements, (iii) workplace access, and (iv) the provision of employee contact
information.. For the purposes of this rider, the term “labor peace agreement” may include a collective
bargaining agreement that is in effect.

Sec. 2 RESPONSIBILITIES OF THE CONTRACTOR

A. The contractor shall comply with all applicable requirements under Admin. Code § 6-145 and any rules
promulgated pursuant thereto. Such requirements constitute a material term of this contract. The
contractor’s failure to comply with the requirements of Admin. Code § 6-145 may constitute a material
 breach by the contractor of the terms of this contract, and such failure shall be determined by the
contracting agency.

B. The contractor shall submit the Labor Peace Agreement Certification pursuant to Admin. Code § 6-145(c),
as well as the Labor Peace Agreement Attestation pursuant to NYC Admin. Code § 6-145(b), attached
hereto.

C. If the contractor and/or city service subcontractor receives written notice of such a breach and fails to cure
such breach within 30 days of such notice, the City shall have the right to pursue any rights or remedies
available under the terms of this contract or under applicable law, including termination of the contract.
D. If the contractor fails to perform in accordance with any of the requirements of this section and there is a
continued need for the service, the contracting agency may (i) obtain from another source the required
service as specified in this contract, or any part thereof; (ii) may charge the non-performing contractor for
any difference in price resulting from the alternative arrangements; (iii) may assess any administrative
charge established by the contracting agency; and (iv) may, as appropriate, invoke such other remedies
as are available under the contract and applicable law.

Sec. 3 LABOR PEACE AGREEMENT CERTIFICATION

A. Prior to the award or renewal of this contract, the bidder or proposer seeking award or the contractor
seeking renewal shall have provided the awarding contracting agency a certification, in the form attached
to this rider, containing the following information:

(1) The name, address and telephone number of the chief executive officer of the bidder or proposer
seeking award, or the contractor seeking renewal, as applicable;

(2) A statement that, if the contract is awarded or renewed, the bidder or proposer seeking award, or the
contractor seeking renewal, as applicable, agrees to comply with the requirements of Admin. Code §
6-145, and with all applicable federal, state and local laws; and

(3) A record of any instances during the preceding five years in which the bidder or proposer seeking
award, or the contractor seeking renewal, as applicable, has been found by a court or government
agency to have violated federal, state or local laws regulating labor relations, in which any government
body initiated a judicial action, administrative proceeding or investigation of the bidder, proposer, or
contractor in regard to such laws.

B. The certification shall be signed under penalty of perjury by an officer of the bidder, proposer, or contractor
and shall be annexed to and form a part of the contract.

C. The contractor shall each year throughout the term of the contract submit to the contracting agency an
updated version of the certification required under Admin. Code § 6-145(c), and identify any changes from
the previous certification. During the term of this contract, the contractor shall make such certification
during the 30-day period following each anniversary of the effective date of this contract.

Sec. 4 LABOR PEACE AGREEMENTS ATTESTATION

A. No later than 90 days after the award or renewal of this contract the contractor shall either:

(1) submit an attestation to the contracting agency, in the form attached to this rider, signed by one or
more labor organizations, as applicable, stating that the contractor has entered into or is in the
process of negotiating one or more labor peace agreements with such labor organizations as have
provided notice pursuant to section (4)(C)(1) of this rider, and identify: (i) the classes of covered
employees covered by the labor peace agreements, (ii) the classes of covered employees not
currently represented by a labor organization and that no labor organization has sought to represent,
 and (iii) the classes of covered employees for which labor peace agreement negotiations have not
yet concluded; or

(2) submit an attestation to the contracting agency stating that the contractor’s covered employees are
not currently represented by a labor organization and that no labor organization has sought to
represent such covered employees by providing notice pursuant to section (4)(C)(1) of this rider.

B. Where a labor organization seeks to represent the covered employees of the contractor after the expiration
of the 90-day period following the award or renewal date of this contract, and the labor organization has
provided notice to the contracting agency and the contractor pursuant to section (4)(C) of this rider
regarding such interest, the contractor shall then submit an attestation signed by the labor organization to
the contracting agency no later than 90 days after the date of notice stating that it has entered into a labor
peace agreement with such labor organization or that labor peace agreement negotiations have not yet
concluded.

C. For the purposes of this section:

(1) notice to the contractor by a labor organization shall be made in writing by a duly authorized
representative of the labor organization to either (i) the chief executive officer of the contractor; or
(ii) the business address or e-mail address provided for in section 14.04 of Appendix A of this
contract; and

(2) notice to the contracting agency shall be made in writing by a duly authorized representative of the
labor organization to the contracting agency at the physical address or e-mail address provided for
in section 14.04 of Appendix A of this contract.

D. In evaluating any violation of this section or any other provision of this rider or Admin. Code § 6-145,
the city shall consider any relevant conduct of a labor organization, the size of the contractor’s
business, the contractor’s good faith efforts to comply with the terms of this rider and Admin. Code §
6-145, the gravity of the violation, the history of previous violations, and the failure to comply with
recordkeeping, reporting or other requirements. In considering whether the contractor has exercised
good faith efforts in attempting to comply with obligations related to the submission of attestations in
compliance with this section, the city shall consider the contractor’s documented efforts to negotiate
with labor organizations.

E. Notwithstanding any other provision of this rider, where a class of a contractor’s covered employees
are covered by a collective bargaining agreement with a labor organization, such contractor is neither
required to include any statements in an attestation in regards to labor peace agreements or
negotiations relating thereto with any other labor organization with respect to such class of covered
employees, nor required to seek such other labor organization’s signature on any attestation with
respect to such class of covered employees.

Sec. 5 SUBCONTRACTORS

A. The contractor shall cause its city service subcontractors to comply with Admin. Code § 6-145, as
applicable, and include the following provisions and the attached Labor Peace Agreement Attestation
in each of its subcontracts with such city service subcontractors, and shall be responsible for collecting
subcontractor attestations and providing them to the contracting agency:

Labor Peace Agreements

A. No later than 90 days after the approval by the contracting agency of a city service subcontractor,
such city service subcontractor, shall either:
 (1) submit an attestation to the contracting agency, through the city service contractor, signed
by one or more labor organizations, as applicable, stating that the city service subcontractor
has entered into or is in the process of negotiating one or more labor peace agreements
with such labor organizations as have provided notice pursuant to subsection (C)(1), and
identify: (i) the classes of covered employees covered by the labor peace agreements, (ii)
the classes of covered employees not currently represented by a labor organization and
that no labor organization has sought to represent, and (iii) the classes of covered
employees for which labor peace agreement negotiations have not yet concluded; or

(2) submit an attestation to the contracting agency, through the city service contractor, stating
that the city service subcontractor’s covered employees are not currently represented by a
labor organization and that no labor organization has sought to represent such covered
employees by providing notice pursuant to subsection (C)(1).
B. Where a labor organization seeks to represent the covered employees of the city service
subcontractor after the 90-day period following the approval of the city service subcontractor, and
a labor organization has provided notice to the contracting agency and city service subcontractor
pursuant to subsection (C) regarding such interest, the city service subcontractor shall then submit
an attestation signed by the labor organization to the contracting agency no later than 90 days
after the date of notice stating that it has entered into a labor peace agreement with such labor
organization or that labor peace agreement negotiations have not yet concluded.

C. For the purposes of this section:

(1) notice to the city service subcontractor by a labor organization shall be made in writing
by a duly authorized representative of the labor organization to either (i) the chief executive
officer of such city service subcontractor; or (ii) the business address or e-mail address set
forth pursuant to the notice provisions of this city service subcontract; and

(2) notice to the contracting agency shall be made in writing by a duly authorized
representative of the labor organization to the contracting agency at the address or e-mail
address provided for in section 14.04 of Appendix A of the agreement between the city
service contractor and the contracting agency under which this city service subcontract is
being performed.

D. In evaluating any violation of this section, the city service contractor shall consider any relevant
conduct of a labor organization, the size of the city service subcontractor’s business, the city
service subcontractor’s good faith efforts to comply with the terms of this section and Admin. Code
§ 6-145, the gravity of the violation, the history of previous violations, and the failure to comply
with recordkeeping, reporting or other requirements. In considering whether the city service
subcontractor has exercised good faith efforts in attempting to comply with obligations related to
the submission of attestations in compliance with this section, the city service contractor shall
consider the city service subcontractor’s documented efforts to negotiate with labor organizations.

E. Notwithstanding any other provision of this section, where a class of a city service subcontractor’s
covered employees are covered by a collective bargaining agreement with a labor organization,
such city service subcontractor is neither required to include any statements in an attestation in
regards to labor peace agreements or negotiations relating thereto with any other labor
organization with respect to such class of covered employees, nor required to seek such other
labor organization’s signature on any attestation with respect to such class of covered employees.

F. The definitions in section 1 to the “Rider to City Service Contracts pursuant to Admin. Code § 6-145
Labor Peace Agreements for Human Services Contracts” to the agreement between the city
service contractor and the contracting agency under which this city services subcontract is being
performed shall apply to this terms used in section, unless another meaning is clear from context.
Sec. 6 AWARD DATE

A. For the purposes of this rider, the date of an award shall be deemed to be the date upon which
a contract is signed by both the contractor and the contracting agency.

B. For the purposes of this rider, the date of a renewal shall be deemed to be the date upon which
a contract renewal is signed by both the contractor and the contracting agency.
 Labor Peace Agreement Attestation
Pursuant to NYC Admin. Code § 6-145(b)

Contract Name: E-PIN#:

1. I,  (print), the undersigned, a duly authorized officer of the  city service contractor or

 city service subcontractor (choose one) of (business name)

(“covered employer1”), do hereby certify: As of this date, the following is true with regard to Labor Peace Agreements
(“LPA” or “LPAs”): (Choose one of the following)

 Labor Peace Agreement(s) have been entered into or are under negotiation. (Complete section 2 and 3)
or…
 Covered employees are not currently represented by a labor organization and no labor organization has sought to
2

represent such covered employees. (Complete section 3 ONLY)

 a city service contractor or city service subcontractor has entered into a collective bargaining agreement (CBA)
If
with a labor organization that remains in effect, such CBA may be listed as an LPA for the purposes of this form.

2. The
 above-named covered employer has entered into or is in negotiations for the following Labor Peace Agreements
with the following labor organizations: (complete the below as applicable and add additional sheets as necessary)

LPA entered into with (labor organization) on (date)

Class(es) of covered employees2 covered by this LPA:

Labor Organization Signature:

(authorized labor organization representative print and sign) (date)

Negotiations have been initiated with the following Labor Organization but have not yet concluded.
(labor organization)

Class(es) of covered employees2 to be covered by this LPA:

Labor Organization Signature:

(authorized labor organization representative print and sign) (date)

The
 following classes of covered employees are NOT currently represented by a labor organization and no labor organization

has sought to represent them:

3. If,
 after the expiration of the 90-day period following the award or renewal date of the city service contract or the approval of
a city service subcontractor, a labor organization seeks to represent the covered employees of a covered employer and the
labor organization has provided notice to the contracting agency and the covered employer regarding such interest in accor-
dance with the terms of the rider, as applicable, then the covered employer shall submit an attestation (signed by the labor
organization) to the contracting agency (or, if the covered employer is a subcontractor, submit to the city service contractor
for submission to the contracting agency) no later than 90 days after the date of notice stating that it has entered into a labor
peace agreement with such labor organization or that labor peace agreement negotiations have not yet concluded.

Sign: Date:
By signing, I am certifying the information contained in this attestation is true.

1
“covered employer”: a city service contractor or a city service subcontractor, having entered into a service contract with an agency of the City.
2
“covered employee”: an employee of a covered employer who directly renders human services in performance of a city service contract, except that the
term “covered employee” shall not include any building service employee.
 UNIFORM FEDERAL CONTRACT PROVISIONS RIDER
FOR FEDERALLY FUNDED PROCUREMENT CONTRACTS
(Version 01.20.2021)

[Instructions to Agencies: This Uniform Federal Contract Provisions Rider for Federally Funded
Procurement Contracts (“Rider”) must be attached to all federally funded procurement contracts (of
any dollar amount) that are subject to 2 CFR Part 200 (Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards). This Rider does not apply to subrecipient or
subaward agreements. Procurement contracts funded by HUD’s CDBG Program, CDBG-DR Program,
or by FEMA must also include the program-specific rider.]

A. Definitions. As used in this Rider:

(1) “Awarding Entity” means the entity awarding the Contract. The Awarding Entity may be
the City or a contractor at any tier.

(2) “City” means the City of New York.

(3) “Commissioner” means the head of the City agency entering into this Contract.

(4) “Construction” means the building, rehabilitation, alteration, conversion, extension,

demolition, painting or repair of any improvement to real property.

(5) “Contract” refers to the contract or the agreement between the Awarding Entity and the
Contractor.

(6) “Contractor” means the entity performing the services pursuant to a Contract.

(7) “Federal Agency” means the U.S. agency or agencies funding this Contract in whole or in
part.

(8) “Government” means the U.S. government.

(9) “Rider” means this Uniform Federal Contract Provisions Rider.

B. Termination and Remedies for Breach of Contract. The following provisions concerning
remedies for breach of contract and termination apply to Contracts between the City and the
City’s Contractor.

(1) Remedies for Breach of Contract. If the Contractor violates or breaches the Contract,
the City may avail itself of any or all of the remedies provided for elsewhere in this
Contract. If there are no remedies provided for elsewhere in this Contract, the City may
avail itself of any or all of the following remedies.

After declaring the Contractor in default pursuant to the procedures in paragraph (a) of
subdivision (2) of this section (B) below, the City may (i) withhold payment for
unsatisfactory services, (ii) suspend or terminate the Contract in whole or in part; and/or
(iii) have the services under this Contract completed by such means and in such manner,
by contract procured with or without competition, or otherwise, as the City may deem
advisable in accordance with all applicable Contract provisions and law. After
 completion of the services under this Contract, the City shall certify the expense incurred
in such completion, which shall include the cost of procuring that contract. Should the
expense of such completion, as certified by the City, exceed the total sum which would
have been payable under the Contract if it had been completed by the Contractor, any
excess shall be promptly paid by the Contractor upon demand by the City. The excess
expense of such completion, including any and all related and incidental costs, as so
certified by the City may be charged against and deducted out of monies earned by the
Contractor.

(2) Termination. The City shall have the right to terminate the Contract in whole or in part
for cause, for convenience, due to force majeure, or due to reductions in federal funding.
If the Contract does not include termination provisions elsewhere, the following
termination provisions apply:

a. Termination for Cause. The City shall have the right to terminate the
Contract, in whole or in part, for cause upon a determination that the
Contractor is in default of the Contract. Unless a shorter time is
determined by the City to be necessary, the City shall effect termination
according to the following procedure:

i. Notice to Cure. The City shall give written notice of the

conditions of default signed by the Commissioner,
setting forth the ground or grounds upon which such
default is declared (“Notice to Cure”). The Contractor
shall have ten (10) days from receipt of the Notice to
Cure or any longer period that is set forth in the Notice
to Cure to cure the default. The Commissioner may
temporarily suspend services under the Contract pending
the outcome of the default proceedings pursuant to this
section.

ii. Opportunity to be Heard. If the conditions set forth in

the Notice to Cure are not cured within the period set
forth in the Notice to Cure, the Commissioner may
declare the Contractor in default. Before the
Commissioner may exercise his or her right to declare
the Contractor in default, the Contractor must be given
an opportunity to be heard upon not less than five (5)
business days’ notice. The Commissioner may, in his or
her discretion, provide for such opportunity to be in
writing or in person. Such opportunity to be heard shall
not occur prior to the end of the cure period but notice of
such opportunity to be heard may be given prior to the
end of the cure period and may be given
contemporaneously with the Notice to Cure.

iii. Notice of Termination. After an opportunity to be heard,

the Commissioner may terminate the Contract, in whole
or in part, upon finding the Contractor in default. The
Commissioner shall give the Contractor written notice of
such termination (“Notice of Termination”), specifying
Uniform_Federal_Contract_Provisions_Rider_2021_01_2 -2- 05/18/21 9:20 AM
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 the applicable provision(s) under which the Contract is
terminated and the effective date of termination. If no
date is specified in the Notice of Termination, the
termination shall be effective either 10 calendar days
from the date the notice is personally delivered or 15
calendar days from the date Notice of Termination is
sent by another method. The Notice of Termination shall
be personally delivered, sent by certified mail return
receipt requested, or sent by fax and deposited in a post
office box regularly maintained by the United States
Postal Service in a postage pre-paid envelope.

iv. Grounds for Default. The City shall have the right to
declare the Contractor in default:

1. Upon a breach by the Contractor of a

material term or condition of this Contract, including
unsatisfactory performance of the services;

2. Upon insolvency or the commencement

of any proceeding by or against the Contractor, either
voluntarily or involuntarily, under the Bankruptcy Code
or relating to the insolvency, receivership, liquidation, or
composition of the Contractor for the benefit of
creditors;

3. If the Contractor refuses or fails to

proceed with the services under the Contract when and
as directed by the Commissioner;

4. If the Contractor or any of its officers,

directors, partners, five percent (5%) or greater
shareholders, principals, or other employee or person
substantially involved in its activities are indicted or
convicted after execution of the Contract under any state
or federal law of any of the following:

a. a criminal offense incident to

obtaining or attempting to obtain or performing
a public or private contract;
b. fraud, embezzlement, theft,
bribery, forgery, falsification, or destruction of
records, or receiving stolen property;
c. a criminal violation of any state
or federal antitrust law;
d. violation of the Racketeer
Influence and Corrupt Organization Act, 18
U.S.C. § 1961 et seq., or the Mail Fraud Act, 18
U.S.C. § 1341 et seq., for acts in connection
with the submission of bids or proposals for a
public or private contract;
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 e. conspiracy to commit any act or
omission that would constitute grounds for
conviction or liability under any statute
described in subparagraph (d) above; or
f. an offense indicating a lack of
business integrity that seriously and directly
affects responsibility as a City vendor.

5. If the Contractor or any of its officers,

directors, partners, five percent (5%) or greater
shareholders, principals, or other employee or person
substantially involved in its activities are subject to a
judgment of civil liability under any state or federal
antitrust law for acts or omissions in connection with the
submission of bids or proposals for a public or private
contract; or

6. If the Contractor or any of its officers,

directors, partners, five percent (5%) or greater
shareholders, principals, or other employee or person
substantially involved in its activities makes or causes to
be made any false, deceptive, or fraudulent material
statement, or fail to make a required material statement
in any bid, proposal, or application for City or other
government work.

v. Basis of Settlement. The City shall not incur or pay any

further obligation pursuant to this Contract beyond the
termination date set by the City in its Notice of
Termination. The City shall pay for satisfactory services
provided in accordance with this Contract prior to the
termination date. In addition, any obligation necessarily
incurred by the Contractor on account of this Contract
prior to receipt of notice of termination and falling due
after the termination date shall be paid by the City in
accordance with the terms of this Contract. In no event
shall such obligation be construed as including any lease
or other occupancy agreement, oral or written, entered
into between the Contractor and its landlord.

b. Termination for Convenience. The City shall have the right to

terminate the Contract for convenience, by providing written notice
(“Notice of Termination”) according to the following procedure. The
Notice of Termination shall specify the applicable provision(s) under
which the Contract is terminated and the effective date of termination,
which shall be not less than 10 calendar days from the date the notice is
personally delivered or 15 days from the date the Notice of Termination
is sent by another method. The Notice of Termination shall be personally
delivered, sent by certified mail return receipt requested, or sent by fax
and deposited in a post office box regularly maintained by the United
States Postal Service in a postage pre-paid envelope. The basis of
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 settlement shall be as provided for in subparagraph (v) of paragraph (a)
of subdivision (2) of this section (B), above.

c. Termination due to Force Majeure

i. For purposes of this Contract, a force majeure event is

an act or event beyond the control and without any fault
or negligence of the Contractor (“Force Majeure
Event”). Force Majeure Events may include, but are not
limited to, fire, flood, earthquake, storm or other natural
disaster, civil commotion, war, terrorism, riot, and labor
disputes not brought about by any act or omission of the
Contractor.

ii. In the event the Contractor cannot comply with the terms
of the Contract (including any failure by the Contractor
to make progress in the performance of the services)
because of a Force Majeure Event, then the Contractor
may ask the Commissioner to excuse the
nonperformance and/or terminate the Contract. If the
Commissioner, in his or her reasonable discretion,
determines that the Contractor cannot comply with the
terms of the Contract because of a Force Majeure Event,
then the Commissioner shall excuse the nonperformance
and may terminate the Contract. Such a termination shall
be deemed to be without cause.

iii. If the City terminates the Contract due to a Force

Majeure Event, the basis of settlement shall be as
provided for in subparagraph (v) of paragraph (a) of
subdivision (2) of this section (B), above.

d. Termination due to Reductions in Federal Funding

i. This Contract is funded in whole or in part by funds

secured from the Federal government. Should the
Federal government reduce or discontinue such funds,
the City shall have, in its sole discretion, the right to
terminate this Contract in whole or in part, or to reduce
the funding and/or level of services of this Contract
caused by such action by the Federal government,
including, in the case of the reduction option, but not
limited to, the reduction or elimination of programs,
services or service components; the reduction or
elimination of contract-reimbursable staff or staff-hours,
and corresponding reductions in the budget of this
Contract and in the total amount payable under this
Contract. Any reduction in funds pursuant to this
paragraph shall be accompanied by an appropriate
reduction in the services performed under this Contract.

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 ii. In the case of the reduction option referred to in
subparagraph (i), above, any such reduction shall be
effective as of the date set forth in a written notice
thereof to the Contractor, which shall be not less than 30
calendar days from the date of such notice. Prior to
sending such notice of reduction, the City shall advise
the Contractor that such option is being exercised and
afford the Contractor an opportunity to make within
seven calendar days any suggestion(s) it may have as to
which program(s), service(s), service component(s), staff
or staff-hours might be reduced or eliminated, provided,
however, that the City shall not be bound to utilize any
of the Contractor’s suggestions and that the City shall
have sole discretion as to how to effectuate the
reductions.

iii. If the City reduces funding pursuant to this paragraph

(d), the basis of settlement shall be as provided for in
subparagraph (v) of paragraph (a) of subdivision (2) of
this section (B), above.

C. Standard Provisions. The Contractor shall comply with, include in its subcontracts, and
cause its subcontractors to comply with the following provisions, as applicable:
(1) Reporting. Contractor shall be required to produce and deliver such reports relating to the
services performed under the Contract as may be required by the Awarding Entity, City
or any other State or Federal governmental agency with jurisdiction.
(2) Non-Discrimination. Contractor shall not violate any Federal, State, or City law
prohibiting discrimination concerning employment, the provision of services, and, if
applicable, housing, funded by this Contract.
(3) Environmental Protection. If the Contract is in excess of $150,000, the Contractor shall
comply with all applicable standards, orders, or regulations issued under the Clean Air
Act (42 U.S.C. § 7401-7671q), Federal Water Pollution Control Act as amended (33
U.S.C. §§ 1251-1387), Section 508 of the Clean Water Act (33 U.S.C. § 1368), Executive
Order 11738, and Environmental Protection Agency regulations (provisions of 40 CFR
Part 50 and 2 CFR Part 1532 related to the Clean Air Act and Clean Water Act).
Violations must be reported to the Federal Agency and the Regional Office of the
Environmental Protection Agency (EPA). The Contractor shall include this provision in
all subcontracts.
(4) Energy Efficiency. The Contractor shall comply with mandatory standards and policies
relating to energy efficiency that are contained in the New York State energy
conservation plan issued in compliance with the Energy Policy Conservation Act (Pub. L.
94-163).
(5) Debarment. The Contractor certifies that neither it nor its principals or affiliates are
currently in a state of debarment, suspension, exclusion, disqualification, or other
ineligible status as a result of prior performance, failure, fraud, or violation of City or
New York State laws. The Contractor further certifies that neither it nor its principals or
affiliates are debarred, suspended, excluded, disqualified, or otherwise ineligible for
participation in Federal assistance programs. The City reserves the right to terminate this

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 Contract if knowledge of debarment, suspension, exclusion, disqualification or other
ineligibility has been withheld by the Contractor.
(6) Lobbying. The Contractor certifies, to the best of its knowledge and belief, that:
(a) No Federal appropriated funds have been paid or will be paid, by or on
behalf of it, to any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any Federal contract, the making of any
Federal grant, the making of any Federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement;
(b) If any funds other than Federal appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan, or cooperative
agreement, it will complete and submit Standard Form-LLL, "Disclosure
Form to Report Lobbying," (which is available on the HUD website or
here: https://www.hudexchange.info/resources/documents/HUD-Form-
Sflll.pdf) in accordance with its instructions; and
(c) It will require that the language of this Section (C)(6) be included in the
award documents for all subcontracts at all tiers.
(d) This certification is a material representation of fact upon which reliance
was placed when this transaction was made or entered into. Submission
of this certification is a prerequisite for making or entering into this
transaction imposed by 31 U.S.C. § 1352. Any person who fails to file
the required certification shall be subject to a civil penalty of not less
than $10,000 and not more than $100,000 for each such failure.

(7) Solid Waste Disposal Act. Pursuant to 2 CFR § 200.323, Contractor must comply with
section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act. The requirements of Section 6002 include procuring only items
designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part
247 that contain the highest percentage of recovered materials practicable, consistent with
maintaining a satisfactory level of competition, where the purchase price of the item
exceeds $ 10,000 or the value of the quantity acquired during the preceding fiscal year
exceeded $ 10,000; procuring solid waste management services in a manner that
maximizes energy and resource recovery; and establishing an affirmative procurement
program for procurement of recovered materials identified in the EPA guidelines.

(8) Prohibition on certain telecommunications and video surveillance services or equipment.

(a) The Contractor is prohibited from obligating or expending loan or grant
funds to:
(1) Procure or obtain;
(2) Extend or renew a contract to procure or obtain; or
(3) Enter into a contract (or extend or renew a contract) to procure or
obtain equipment, services, or systems that uses covered

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 telecommunications equipment or services as a substantial or essential
component of any system, or as critical technology as part of any system.
As described in Public Law 115–232, section 889, covered
telecommunications equipment is telecommunications equipment
produced by Huawei Technologies Company or ZTE Corporation (or
any subsidiary or affiliate of such entities).
(i) For the purpose of public safety, security of government
facilities, physical security surveillance of critical infrastructure,
and other national security purposes, video surveillance and
telecommunications equipment produced by Hytera
Communications Corporation, Hangzhou Hikvision Digital
Technology Company, or Dahua Technology Company (or any
subsidiary or affiliate of such entities).
(ii) Telecommunications or video surveillance services provided
by such entities or using such equipment.
(iii) Telecommunications or video surveillance equipment or
services produced or provided by an entity that the Secretary of
Defense, in consultation with the Director of the National
Intelligence or the Director of the Federal Bureau of
Investigation, reasonably believes to be an entity owned or
controlled by, or otherwise connected to, the government of a
covered foreign country.
(b) In implementing the prohibition under Public Law 115–232, section
889, subsection (f), paragraph (1), heads of executive agencies
administering loan, grant, or subsidy programs shall prioritize available
funding and technical support to assist affected businesses, institutions
and organizations as is reasonably necessary for those affected entities to
transition from covered communications equipment and services, to
procure replacement equipment and services, and to ensure that
communications service to users and customers is sustained.
(c) The Contractor’s attention is directed to Public Law 115–232, section
889 for additional information.
(d) The Contractor’s attention is directed to § 200.471.

(9) Domestic preferences for procurements.

(a) As appropriate and to the extent consistent with law, the Contractor
should, to the greatest extent practicable under a Federal award, provide
a preference for the purchase, acquisition, or use of goods, products, or
materials produced in the United States (including but not limited to iron,
aluminum, steel, cement, and other manufactured products). The
requirements of this section must be included in all subawards including
all contracts and purchase orders for work or products under this award.
(b) For purposes of this section:
(1) ‘‘Produced in the United States’’ means, for iron and steel products,
that all manufacturing processes, from the initial melting stage through
the application of coatings, occurred in the United States.

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 (2) ‘‘Manufactured products’’ means items and construction materials
composed in whole or in part of nonferrous metals such as aluminum;
plastics and polymer-based products such as polyvinyl chloride pipe;
aggregates such as concrete; glass, including optical fiber; and lumber.

(10) Documentation of Costs. All costs shall be supported by properly executed

payrolls, time records, invoices, or vouchers, or other official documentation evidencing
in proper detail the nature and propriety of the charges. All checks, payrolls, invoices,
contracts, vouchers, orders or other accounting documents, pertaining in whole or in part
to the Agreement, shall be clearly identified and regularly accessible.

(11) Records Retention. The Contractor shall retain all books, documents, papers, and
records relating to the services performed under the Contract in accordance with 2 C.F.R.
§200.334.

(12) Records Access. The Contractor shall grant access to the City, State or any other
pass-through entity, the Federal Agency, Inspectors General, and/or the Comptroller
General of the United States, or any of their duly authorized representatives, to any
books, documents, papers, and/or records of the Contractor that are pertinent to the
Contract for the purpose of making audits, examinations, excerpts, and transcripts. The
right also includes timely and reasonable access to the Contractor’s personnel for the
purpose of interview and discussion related to such documents. The rights of access in
this section are not limited to the required retention period but last as long as the records
are retained.

(13) Small Firms, M/WBE Firms, and Labor Surplus Area Firms. Contractor shall
take the following affirmative steps in the letting of subcontracts, if subcontracts are to be
let, in order to ensure that minority firms, women’s business enterprises, and labor
surplus area firms are used when possible:

a. Placing qualified small and minority businesses and women’s

business enterprises on solicitation lists;

b. Assuring that small and minority businesses, and women’s

business enterprises are solicited whenever they are potential
sources;

c. Dividing total requirements, when economically feasible, into

smaller tasks or quantities to permit maximum participation by
small and minority businesses, and women’s business
enterprises;

d. Establishing delivery schedules, where the requirement permits,

which encourage participation by small and minority businesses,
and women’s business enterprises; and

e. Using the services and assistance of the Small Business

Administration, and the Minority Business Development Agency
of the Department of Commerce.

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 (14) Intangible Property.

a. Pursuant to 2 CFR § 200.315, the Government reserves a

royalty-free, non-exclusive, and irrevocable right to obtain,
reproduce, publish, or otherwise use, and to authorize others to
use, for Government purposes: (a) the copyright in any work
developed under the Contract or subcontract; and (b) any rights
of copyright to which a Contractor purchases ownership with
grant support.

b. Any reports, documents, data, photographs, deliverables, and/or

other materials produced pursuant to the Contract
(“Copyrightable Materials”), and any and all drafts and/or other
preliminary materials in any format related to such items
produced pursuant to the contract, shall upon their creation
become the exclusive property of the City. The Copyrightable
Materials shall be considered “work-made-for-hire” within the
meaning and purview of Section 101 of the United States
Copyright Act, 17 U.S.C. § 101, and the City shall be the
copyright owner thereof and of all aspects, elements and
components thereof in which copyright protection might exist.
To the extent that the Copyrightable Materials do not qualify as
“work-made-for-hire,” the Contractor hereby irrevocably
transfers, assigns and conveys exclusive copyright ownership in
and to the Copyrightable Materials to the City, free and clear of
any liens, claims, or other encumbrances. The Contractor shall
retain no copyright or intellectual property interest in the
Copyrightable Materials. The Copyrightable Materials shall be
used by the Contractor for no purpose other than in the
performance of this Contract without the prior written
permission of the City. The City may grant the Contractor a
license to use the Copyrightable Materials on such terms as
determined by the City and set forth in the license.

c. The Contractor acknowledges that the City may, in its sole

discretion, register copyright in the Copyrightable Materials with
the United States Copyright Office or any other government
agency authorized to grant copyright registrations. The
Contractor shall fully cooperate in this effort, and agrees to
provide any and all documentation necessary to accomplish this.

d. The Contractor represents and warrants that the Copyrightable

Materials: (i) are wholly original material not published
elsewhere (except for material that is in the public domain); (ii)
do not violate any copyright law; (iii) do not constitute
defamation or invasion of the right of privacy or publicity; and
(iv) are not an infringement, of any kind, of the rights of any
third party. To the extent that the Copyrightable Materials
incorporate any non-original material, the Contractor has
obtained all necessary permissions and clearances, in writing, for
the use of such non-original material under this Contract, copies
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 of which shall be provided to the City upon execution of this
Contract.

e. The Contractor shall promptly and fully report to the City any
discovery or invention arising out of or developed in the course
of performance of this Contract and the Contractor shall
promptly and fully report to the Government to make a
determination as to whether patent protection on such invention
shall be sought and how the rights in the invention or discovery,
including rights under any patent issued thereon, shall be
disposed of and administered in order to protect the public
interest.

f. If the Contractor publishes a work dealing with any aspect of

performance under this Agreement, or with the results of such
performance, the City shall have a royalty-free, non-exclusive
irrevocable license to reproduce, publish, or otherwise use such
work for City governmental purposes.

D. Special Provisions for Construction Contracts. If this Contract involves Construction

work, design for Construction, or Construction services, all such work or services performed
by the Contractor and its subcontractors shall be subject to the following requirements in
addition to those set forth above in paragraphs (A), (B), and (C):

(1) Federal Labor Standards. The Contractor will comply with the following:

a. The Davis-Bacon Act (40 U.S.C. §§ 3141-3148): If required by

the federal program legislation, in Construction contracts
involving an excess of $2000, and subject to any other federal
program limitations, all laborers and mechanics must be paid at a
rate not less than those determined by the Secretary of Labor to
be prevailing for the City, which rates are to be provided by the
City. These wage rates are a federally mandated minimum only,
and will be superseded by any State or City requirement
mandating higher wage rates. The Contractor also agrees to
comply with Department of Labor Regulations pursuant to the
Davis-Bacon Act found in 29 CFR Parts 1, 3, 5 and 7 which
enforce statutory labor standards provisions.

b. If required by the federal program legislation and subject to any

other federal program limitations, Sections 103 and 107 of the
Contract Work Hours and Safe Standards Act (40 U.S.C. §§
3701-3708), which provides that no laborer or mechanic shall be
required or permitted to work more than eight hours in a
calendar day or in excess of forty hours in any workweek, unless
such laborer or mechanic is paid at an overtime rate of 1½ times
his/her basic rate of pay for all hours worked in excess of these
limits, under any Construction contract costing in excess of
$2000. In the event of a violation of this provision, the
Contractor shall not only be liable to any affected employee for

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 his/her unpaid wages, but shall be additionally liable to the
United States for liquidated damages.

c. Copeland Anti-Kickback Act: If required by the federal

program legislation and subject to any other federal program
limitations: (i) the Contractor shall comply with 18 U.S.C. §
874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. Part 3
as may be applicable, which are incorporated by reference into
this Contract; (ii) The Contractor or subcontractor shall insert in
any subcontracts the language contained in (i) of this subsection
and also a clause requiring the subcontractors to include the
language in subsection (i) in any lower tier subcontracts. The
Contractor shall be responsible for the compliance by any
subcontractor or lower tier subcontractor of this subsection; and
(iii) A breach of this subsection may be grounds for termination
of the Contract, and for debarment as a contractor or
subcontractor as provided in 29 C.F.R. § 5.12.

d. If this Contract involves Construction work, design for

Construction, or Construction services, a more complete detailed
statement of Federal Labor Standards annexed hereto as
FEDERAL EXHIBIT 2. If there is a conflict between the
provisions of this Article D and FEDERAL EXHIBIT 2, the
stricter standard shall be controlling.
(2) Equal Employment Opportunity. Executive Order 11246, as amended, and as
supplemented in Department of Labor regulations (41 CFR chapter 60) for Construction
contracts or subcontracts in excess of $10,000. The Contractor shall include the notice
found at FEDERAL EXHIBIT I in all Construction subcontracts. For the purposes of the
Equal Opportunity Construction Contract Specifications and Clause below, the term
“Construction Work” means the construction, rehabilitation, alteration, conversion,
extension, demolition or repair of buildings, highways, or other changes or improvements
to real property, including facilities providing utility services. The term also includes the
supervision, inspection, and other onsite functions incidental to the actual construction .
Standard Federal Equal Employment Opportunity Construction Contract Specifications for
Contracts and Subcontracts in Excess of $10,000.
1. As used in these specifications:
a. “Covered area” means the geographical area described in the solicitation
from which this Contract resulted;
b. “Director” means Director, Office of Federal Contract Compliance
Programs, United States Department of Labor, or any person to whom the Director
delegates authority;
c. “Employer identification number” means the Federal Social Security
number used on the Employer’s Quarterly Federal Tax Return, U.S. Treasury Department
Form 941.
d. “Minority” includes:
(i) Black (all persons having origins in any of the Black African
racial groups not of Hispanic origin);

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 (ii) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central
or South American or other Spanish Culture or origin, regardless of race);
(iii) Asian and Pacific Islander (all persons having origins in any of
the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or
the Pacific Islands); and
(iv) American Indian or Alaskan Native (all persons having origins
in any of the original peoples of North America and maintaining identifiable
tribal affiliations through membership and participation or community
identification).
2. Whenever the Contractor, or any subcontractor at any tier, subcontracts a portion
of the work involving any Construction trade, it shall physically include in each
subcontract in excess of $10,000 the provisions of these specifications and the Notice
which contains the applicable goals for minority and female participation and which is set
forth in the solicitations from which this Contract resulted.
3. If the Contractor is participating (pursuant to 41 CFR 60-4.5) in a Hometown
Plan approved by the U.S. Department of Labor in the covered area either individually or
through an association, its affirmative action obligations on all work in the Plan area
(including goals and timetables) shall be in accordance with that Plan for those trades
which have unions participating in the Plan. Contractors must be able to demonstrate
their participation in and compliance with the provisions of any such Hometown Plan.
Each Contractor or subcontractor participating in an approved Plan is individually
required to comply with its obligations under the EEO clause, and to make a good faith
effort to achieve each goal under the Plan in each trade in which it has employees. The
overall good faith performance by other Contractors or subcontractors toward a goal in an
approved Plan does not excuse any covered Contractor’s or subcontractor’s failure to take
good faith efforts to achieve the Plan goals and timetables.
4. The Contractor shall implement the specific affirmative action standards
provided in paragraphs 7 a through p of these specifications. The goals set forth in the
solicitation from which this Contract resulted are expressed as percentages of the total
hours of employment and training of minority and female utilization the Contractor
should reasonably be able to achieve in each Construction trade in which it has
employees in the covered area. Covered Construction Contractors performing
Construction Work in geographical areas where they do not have a Federal or federally
assisted Construction contract shall apply the minority and female goals established for
the geographical areas where the work is being performed. Goals are published
periodically in the Federal Register in notice form, and such notices may be obtained
from any Office of Federal Contract Compliance Programs office or from Federal
procurement contracting officers. The Contractor is expected to make substantially
uniform progress in meeting its goals in each craft during the period specified.
5. Neither the provisions of any collective bargaining agreement, nor the failure by
a union with whom the Contractor has a collective bargaining agreement, to refer either
minorities or women shall excuse the Contractor’s obligations under these specifications,
Executive Order 11246 as amended, or the regulations promulgated pursuant thereto.
6. In order for the nonworking training hours of apprentices and trainees to be
counted in meeting the goals, such apprentices and trainees must be employed by the
Contractor during the training period, and the Contractor must have made a commitment
to employ the apprentices and trainees at the completion of their training, subject to the

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 availability of employment opportunities. Trainees must be trained pursuant to training
programs approved by the U.S. Department of Labor.
7. The Contractor shall take specific affirmative actions to ensure equal
employment opportunity. The evaluation of the Contractor’s compliance with these
specifications shall be based upon its effort to achieve maximum results from its actions.
The Contractor shall document these efforts fully, and shall implement affirmative action
steps at least as extensive as the following:
a. Ensure and maintain a working environment free of harassment,
intimidation, and coercion at all sites, and in all facilities at which the Contractor’s
employees are assigned to work. The Contractor, where possible, will assign two or
more women to each Construction project. The Contractor shall specifically ensure that
all foremen, superintendents, and other on-site supervisory personnel are aware of and
carry out the Contractor’s obligation to maintain such a working environment, with
specific attention to minority or female individuals working at such sites or in such
facilities.
b. Establish and maintain a current list of minority and female recruitment
sources, provide written notification to minority and female recruitment sources and to
community organizations when the Contractor or its unions have employment
opportunities available, and maintain a record of the organization’s responses.
c. Maintain a current file of the names, addresses and telephone numbers of
each minority and female off-the-street applicant and minority or female referral from a
union, a recruitment source or community organization and of what action was taken with
respect to each such individual. If such individual was sent to the union hiring hall for
referral and was not referred back to the Contractor by the union or, if referred, not
employed by the Contractor, this shall be documented in the file with the reason therefor,
along with whatever additional actions the Contractor may have taken.
d. Provide immediate written notification to the Director when the union or
unions with which the Contractor has a collective bargaining agreement has not referred
to the Contractor a minority person or woman sent by the Contractor, or when the
Contractor has other information that the union referral process has impeded the
Contractor’s efforts to meet its obligations.
e. Develop on-the-job training opportunities and/or participate in training
programs for the area which expressly include minorities and women, including
upgrading programs and apprenticeship and trainee programs relevant to the Contractor’s
employment needs, especially those programs funded or approved by the Department of
Labor. The Contractor shall provide notice of these programs to the sources compiled
under 7b above.
f. Disseminate the Contractor’s EEO policy by providing notice of the
policy to unions and training programs and requesting their cooperation in assisting the
Contractor in meeting its EEO obligations; by including it in any policy manual and
collective bargaining agreement; by publicizing it in the company newspaper, annual
report, etc.; by specific review of the policy with all management personnel and with all
minority and female employees at least once a year; and by posting the company EEO
policy on bulletin boards accessible to all employees at each location where Construction
Work is performed.
g. Review, at least annually, the company’s EEO policy and affirmative
action obligations under these specifications with all employees having any responsibility

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 for hiring, assignment, layoff, termination or other employment decisions including
specific review of these items with on-site supervisory personnel such as
Superintendents, General Foremen, etc., prior to the initiation of Construction Work at
any job site. A written record shall be made and maintained identifying the time and
place of these meetings, persons attending, subject matter discussed, and disposition of
the subject matter.
h. Disseminate the Contractor’s EEO policy externally by including it in
any advertising in the news media, specifically including minority and female news
media, and providing written notification to and discussing the Contractor’s EEO policy
with other Contractors and subcontractors with whom the Contractor does or anticipates
doing business.
i. Direct its recruitment efforts, both oral and written, to minority, female
and community organizations, to schools with minority and female students and to
minority and female recruitment and training organizations serving the Contractor’s
recruitment area and employment needs. Not later than one month prior to the date for the
acceptance of applications for apprenticeship or other training by any recruitment source,
the Contractor shall send written notification to organizations such as the above,
describing the openings, screening procedures, and tests to be used in the selection
process.
j. Encourage present minority and female employees to recruit other
minority persons and women and, where reasonable, provide after school, summer and
vacation employment to minority and female youth both on the site and in other areas of
a Contractor’s work force.
k. Validate all tests and other selection requirements where there is an
obligation to do so under 41 CFR Part 60-3.
l. Conduct, at least annually, an inventory and evaluation at least of all
minority and female personnel for promotional opportunities and encourage these
employees to seek or to prepare for, through appropriate training, etc., such
opportunities.
m. Ensure that seniority practices, job classifications, work assignments and
other personnel practices, do not have a discriminatory effect by continually monitoring
all personnel and employment related activities to ensure that the EEO policy and the
Contractor’s obligations under these specifications are being carried out.
n. Ensure that all facilities and company activities are non-segregated
except that separate or single-user toilet and necessary changing facilities shall be
provided to assure privacy between the sexes.
o. Document and maintain a record of all solicitations of offers for
subcontracts from minority and female Construction contractors and suppliers, including
circulation of solicitations to minority and female Contractor associations and other
business associations.
p. Conduct a review, at least annually, of all supervisor’s adherence to and
performance under the Contractor’s EEO policies and affirmative action obligations.
8. Contractors are encouraged to participate in voluntary associations which assist
in fulfilling one or more of their affirmative action obligations (7a through p). The
efforts of a Contractor association, joint Contractor-union, Contractor-community, or
other similar group of which the Contractor is a member and participant, may be asserted

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 as fulfilling any one or more of its obligations under 7a through p of these specifications
provided that the Contractor actively participates in the group, makes every effort to
assure that the group has a positive impact on the employment of minorities and women
in the industry, ensures that the concrete benefits of the Program are reflected in the
Contractor’s minority and female work force participation, makes a good faith effort to
meet its individual goals and timetables, and can provide access to documentation which
demonstrates the effectiveness of actions taken on behalf of the Contractor. The
obligation to comply, however, is the Contractor’s and failure of such a group to fulfill an
obligation shall not be a defense for the Contractor’s noncompliance.
9. A single goal for minorities and a separate single goal for women have been
established. The Contractor, however, is required to provide equal employment
opportunity and to take affirmative action for all minority groups, both male and female,
and all women, both minority and non-minority. Consequently, the Contractor may be in
violation of the Executive Order if a particular group is employed in a substantially
disparate manner (for example, even though the Contractor has achieved its goals for
women generally, the Contractor may be in violation of the Executive Order if a specific
minority group of women is underutilized).
10. The Contractor shall not use the goals and timetables or affirmative action
standards to discriminate against any person because of race, color, religion, sex, sexual
orientation, gender identity, or national origin.
11. The Contractor shall not enter into any Subcontract with any person or firm
debarred from Government contracts pursuant to Executive Order 11246 or suspended or
is otherwise excluded from or ineligible for participation in federal assistance programs.
12. The Contractor shall carry out such sanctions and penalties for violation of these
specifications and of the Equal Opportunity Clause, including suspension, termination
and cancellation of existing subcontracts as may be imposed or ordered pursuant to
Executive Order 11246, as amended, and its implementing regulations, by the Office of
Federal Contract Compliance Programs. Any Contractor who fails to carry out such
sanctions and penalties shall be in violation of these specifications and Executive Order
11246, as amended.
13. The Contractor, in fulfilling its obligations under these specifications, shall
implement specific affirmative action steps, at least as extensive as those standards
prescribed in paragraph 7 of these specifications, so as to achieve maximum results from
its efforts to ensure equal employment opportunity. If the Contractor fails to comply with
the requirements of the Executive Order, the implementing regulations, or these
specifications, the Director shall proceed in accordance with 41 CFR 60-4.8.
14. The Contractor shall designate a responsible official to monitor all employment
related activity to ensure that the company EEO policy is being carried out, to submit
reports relating to the provisions hereof as may be required by the Government and to
keep records. Records shall at least include for each employee the name, address,
telephone numbers, Construction trade, union affiliation if any, employee identification
number when assigned, social security number, race, sex, status (e.g., mechanic,
apprentice trainee, helper, or laborer), dates of changes in status, hours worked per week
in the indicated trade, rate of pay, and locations at which the work was performed.
Records shall be maintained in an easily understandable and retrievable form; however,
to the degree that existing records satisfy this requirement, Contractors shall not be
required to maintain separate records.

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 15. Nothing herein provided shall be construed as a limitation upon the application of
other laws which establish different standards of compliance or upon the application of
requirements for hiring of local or other areas residents (e.g., those under the Public
Works Employment Act of 1977 and the Community Development Block Grant
Program).
(3) Equal Opportunity Clause (for contracts for Construction Work) required by 41 CFR §
60-1.4(b).
During the performance of this contract, the Contractor agrees as follows:
(1) The Contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, sexual orientation, gender identity, or
national origin. The Contractor will take affirmative action to ensure that applicants are
employed, and that employees are treated during employment without regard to their
race, color, religion, sex, sexual orientation, gender identity, or national origin. Such
action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. The Contractor agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided setting
forth the provisions of this nondiscrimination clause.
(2) The Contractor will, in all solicitations or advertisements for employees placed by or
on behalf of the Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, sexual orientation, gender
identity, or national origin.
(3) The Contractor will not discharge or in any other manner discriminate against any
employee or applicant for employment because such employee or applicant has inquired
about, discussed, or disclosed the compensation of the employee or applicant or another
employee or applicant. This provision shall not apply to instances in which an employee
who has access to the compensation information of other employees or applicants as a
part of such employee’s essential job functions discloses the compensation of such other
employees or applicants to individuals who do not otherwise have access to such
information, unless such disclosure is in response to a formal complaint or charge, in
furtherance of an investigation, proceeding, hearing, or action, including an investigation
conducted by the employer, or is consistent with the Contractor’s legal duty to furnish
information.
(4) The Contractor will send to each labor union or representative of workers with which
he has a collective bargaining agreement or other contract or understanding, a notice to
be provided advising the said labor union or workers’ representatives of the Contractor’s
commitments under this section, and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
(5) The Contractor will comply with all provisions of Executive Order 11246 of
September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of
Labor.
(6) The Contractor will furnish all information and reports required by Executive Order
11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of
Labor, or pursuant thereto, and will permit access to his books, records, and accounts by

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 the administering agency and the Secretary of Labor for purposes of investigation to
ascertain compliance with such rules, regulations, and orders.
(7) In the event of the Contractor’s noncompliance with the nondiscrimination clauses of
this contract or with any of the said rules, regulations, or orders, this contract may be
canceled, terminated, or suspended in whole or in part and the Contractor may be
declared ineligible for further Government contracts or federally assisted construction
contracts in accordance with procedures authorized in Executive Order 11246 of
September 24, 1965, and such other sanctions may be imposed and remedies invoked as
provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or
order of the Secretary of Labor, or as otherwise provided by law.
(8) The Contractor will include the portion of the sentence immediately preceding
paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor
issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that
such provisions will be binding upon each subcontractor or vendor. The Contractor will
take such action with respect to any subcontract or purchase order as the administering
agency may direct as a means of enforcing such provisions, including sanctions for
noncompliance:
Provided, however, that in the event a Contractor becomes involved in, or is threatened
with, litigation with a subcontractor or vendor as a result of such direction by the
administering agency, the Contractor may request the United States to enter into such
litigation to protect the interests of the United States.
E. Rights to Inventions. [Special Provisions For Contracts Involving Experimental,
Developmental, or Research Work.]
(1) If this Contract involves the performance of experimental, developmental, or research
work by the Contractor or its subcontractors, and the entity performing such work is a
Nonprofit Organization or Small Business Firm as defined below, the following
provisions apply in addition to those set forth above in paragraphs (a), (b ad (c), unless
the Contract specifically states that this provision is superseded:

a. Definitions. The following definitions apply to this section (D).

i. “Invention” means any invention or discovery which is

or may be patentable or otherwise protectable under
Title 35 of the United States Code, or any novel variety
of plant which is or may be protected under the Plant
Variety Protection Act (7 U.S.C. § 2321 et seq.).

ii. “Subject invention” means any invention of the

Contractor conceived or first actually reduced to practice
in the performance of work under this Contract,
provided that in the case of a variety of plant, the date of
determination (as defined in section 41(d) of the Plant
Variety Protection Act, 7 U.S.C. 2401(d)) must also
occur during the period of Contract performance.

iii. “Practical Application” means to manufacture in the case

of a composition or product, to practice in the case of a

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 process or method, or to operate in the case of a machine
or system; and, in each case, under such conditions as to
establish that the invention is being utilized and that its
benefits are, to the extent permitted by law or
government regulations, available to the public on
reasonable terms.

iv. “Made” when used in relation to any invention means

the conception or first actual reduction to practice of
such invention.

v. “Small Business Firm” means a small business concern

as defined at section 2 of Pub. L. 85-536 (15 U.S.C. 632)
and implementing regulations of the Administrator of
the Small Business Administration. For the purpose of
this clause, the size standards for small business
concerns involved in government procurement and
subcontracting at 13 CFR 121.3-8 and 13 CFR 121.3-12,
respectively, will be used.

vi. “Nonprofit Organization” means a university or other

institution of higher education or an organization of the
type described in section 501(c)(3) of the Internal
Revenue Code of 1954 (26 U.S.C. 501(c) and exempt
from taxation under section 501(a) of the Internal
Revenue Code (25 U.S.C. 501(a)) or any nonprofit
scientific or educational organization qualified under a
state nonprofit organization statute.

vii. “Statutory period” means the one-year period before the

effective filing date of a claimed invention during which
exceptions to prior art exist per 35 U.S.C. 102(b), as
amended by the Leahy-Smith America Invents Act,
Public Law 112-29.

viii. The “contractor” means any person, small business firm

or nonprofit organization, or as set forth in section 1,
paragraph (b)(4) of Executive Order 12591, as amended,
any business firm regardless of size, which is a party to a
funding agreement.

b. Allocation of Principal Rights. The Contractor may retain the

entire right, title, and interest throughout the world to each
subject invention subject to the provisions of this clause and 35
U.S.C. 203. With respect to any subject invention in which the
Contractor retains title, the Federal government shall have a
nonexclusive, nontransferable, irrevocable, paid-up license to
practice or have practiced for or on behalf of the United States
the subject invention throughout the world.

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 c. Invention Disclosure ,Election of Title and Filing of Patent
Application by Contractor.

i. The Contractor will disclose each subject invention to

the City and the Federal Agency within two months after
the inventor discloses it in writing to Contractor
personnel responsible for patent matters. Such disclosure
shall be in the form of a written report and shall identify
the contract under which the invention was made and the
inventor(s). It shall be sufficiently complete in technical
detail to convey a clear understanding to the extent
known at the time of the disclosure, of the nature,
purpose, operation, and the physical, chemical,
biological or electrical characteristics of the invention.
The disclosure shall also identify any publication, on
sale or public use of the invention and whether a
manuscript describing the invention has been submitted
for publication and, if so, whether it has been accepted
for publication at the time of disclosure. In addition,
after such disclosure, the Contractor will promptly notify
the City and the Federal Agency of the acceptance of
any manuscript describing the invention for publication
or of any on sale or public use planned by the
Contractor.

ii. The Contractor will elect in writing whether or not to

retain title to any such invention by notifying the City
and the Federal Agency within two years of disclosure to
the City and the Federal Agency. However, in any case
where a patent, a printed publication, public use, sale, or
other availability to the public has initiated the one year
statutory period wherein valid patent protection can still
be obtained in the United States, the period for election
of title may be shortened by the Federal Agency to a date
that is no more than 60 days prior to the end of the
statutory period.

iii. The Contractor will file its initial patent application on a

subject invention to which it elects to retain title within
one year after election of title or, if earlier, prior to the
end of any statutory period wherein valid patent
protection can be obtained in the United States after a
publication, on sale, or public use. If the Contractor files
a provisional application as its initial patent application,
it shall file a non-provisional application within 10
months of the filing of the provisional application. The
Contractor will file patent applications in additional
countries or international patent offices within earlier ten
months of the first filed patent application or six months
from the date permission is granted by the
Commissioner of Patents to file foreign patent
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 applications where such filing has been prohibited by a
Secrecy Order.

iv. For any subject invention with Federal agency and

contractor co-inventors, where the Federal agency
employing such co-inventor determines that it would be
in the interest of the government, pursuant to 35 U.S.C.
207(a)(3), to file an initial patent application on the
subject invention, the Federal agency employing such
co-inventor, at its discretion and in consultation with the
contractor, may file such application at its own expense,
provided that the contractor retains the ability to elect
title pursuant to 35 U.S.C. 202(a).

v. Requests for extension of the time for disclosure,

election, and filing under paragraphs (i), (ii), and (iii) of
this clause may, at the discretion of the Federal agency,
be granted. When a contractor has requested an
extension for filing a non-provisional application after
filing a provisional application, a one-year extension will
be granted unless the Federal agency notifies the
contractor within 60 days of receiving the request.

d. Conditions When the Government May Obtain Title

The Contractor will convey to the Federal Agency, upon written

request, title to any subject invention --

i. If the Contractor fails to disclose or elect title to the

subject invention within the times specified in (c) of this
clause, or elects not to retain title., .

ii. In those countries in which the Contractor fails to file

patent applications within the times specified in
paragraph (c) of this clause; provided, however, that if
the Contractor has filed a patent application in a country
after the times specified in (c) of this clause, but prior to
its receipt of the written request of the Federal Agency,
the Contractor shall continue to retain title in that
country.

iii. In any country in which the Contractor decides not to

continue the prosecution of any non-provisional patent
application for, to pay a maintenance annuity or renewal
fee on, or to defend in a reexamination or opposition
proceeding on, a patent on a subject invention.

e. Minimum Rights to Contractor and Protection of the Contractor

Right to File

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 i. The Contractor will retain a nonexclusive royalty-free
license throughout the world in each subject invention to
which the Government obtains title, except if the
Contractor fails to disclose the invention within the
times specified in (c), above. The Contractor’s license
extends to its domestic subsidiary and affiliates, if any,
within the corporate structure of which the Contractor is
a party and includes the right to grant sublicenses of the
same scope to the extent the Contractor was legally
obligated to do so at the time the Contract was awarded.
The license is transferable only with the approval of the
Federal Agency except when transferred to the successor
of that party of the Contractor’s business to which the
invention pertains.

ii. The Contractor’s domestic license may be revoked or

modified by the funding Federal Agency to the extent
necessary to achieve expeditious practical application of
the subject invention pursuant to an application for an
exclusive license submitted in accordance with
applicable provisions at 37 CFR Part 404 and agency
licensing regulations (if any). This license will not be
revoked in that field of use or the geographical areas in
which the Contractor has achieved practical application
and continues to make the benefits of the invention
reasonably accessible to the public. The license in any
foreign country may be revoked or modified at the
discretion of the funding Federal Agency to the extent
the Contractor, its licensees, or the domestic subsidiaries
or affiliates have failed to achieve practical application
in that foreign country.

iii. Before revocation or modification of the license, the

funding Federal Agency will furnish the Contractor a
written notice of its intention to revoke or modify the
license, and the Contractor will be allowed thirty days
(or such other time as may be authorized by the funding
Federal Agency for good cause shown by the
Contractor) after the notice to show cause why the
license should not be revoked or modified. The
Contractor has the right to appeal, in accordance with
applicable regulations in 37 CFR Part 404 and Federal
Agency regulations (if any) concerning the licensing of
Government-owned inventions, any decision concerning
the revocation or modification of the license.

f. Contractor Action to Protect the Government’s Interest

i. The Contractor agrees to execute or to have executed

and promptly deliver to the Federal Agency all
instruments necessary to (i) establish or confirm the
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 rights the Government has throughout the world in those
subject inventions to which the Contractor elects to
retain title, and (ii) convey title to the Federal Agency
when requested under paragraph (d) above and to enable
the Government to obtain patent protection throughout
the world in that subject invention.

ii. The Contractor agrees to require, by written agreement,

its employees, other than clerical and nontechnical
employees, to disclose promptly in writing to personnel
identified as responsible for the administration of patent
matters and in a format suggested by the Contractor each
subject invention made under contract in order that the
Contractor can comply with the disclosure provisions of
paragraph (c), of this clause, to assign to the Contractor
the entire right, title and interest in and to each subject
invention made under Contract, and to execute all papers
necessary to file patent applications on subject
inventions and to establish the Government’s rights in
the subject inventions. This disclosure format should
require, as a minimum, the information required by
paragraph (c)(1) of this clause. The Contractor shall
instruct such employees through employee agreements
or other suitable educational programs on the importance
of reporting inventions in sufficient time to permit the
filing of patent applications prior to U.S. or foreign
statutory bars.

iii. For each subject invention, the contractor will, no less

than 60 days prior to the expiration of the statutory
deadline, notify the Federal agency of any decision: Not
to continue the prosecution of a non-provisional patent
application; not to pay a maintenance, annuity or
renewal fee; not to defend in a reexamination or
opposition proceeding on a patent, in any country; to
request, be a party to, or take action in a trial proceeding
before the Patent Trial and Appeals Board of the U.S.
Patent and Trademark Office, including but not limited
to post-grant review, review of a business method patent,
inter partes review, and derivation proceeding; or to
request, be a party to, or take action in a non-trial
submission of art or information at the U.S. Patent and
Trademark Office, including but not limited to a pre-
issuance submission, a post-issuance submission, and
supplemental examination..

iv. The Contractor agrees to include, within the

specification of any United States patent applications
and any patent issuing thereon covering a subject
invention, the following statement, “This invention was
made with government support under (identify the
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 contract) awarded by (identify the Federal Agency). The
government has certain rights in the invention.”

g. Subcontracts

i. The Contractor will include this clause, suitably

modified to identify the parties, in all subcontracts,
regardless of tier, for experimental, developmental or
research work to be performed by a subcontractor. The
subcontractor will retain all rights provided for the
Contractor in this clause, and the Contractor will not, as
part of the consideration for awarding the subcontract,
obtain rights in the subcontractor’s subject inventions.

ii. The Contractor will include in all other subcontracts,

regardless of tier, for experimental developmental or
research work the patent rights clause required by 2 CFR
§ 200.315(c) and Appendix II to 2 CFR Part 200.

iii. In the case of subcontracts, at any tier, when the prime

award with the Federal Agency was a contract (but not a
grant or cooperative agreement), the Agency,
subcontractor, and the Contractor agree that the mutual
obligations of the parties created by this clause constitute
a contract between the subcontractor and the Federal
Agency with respect to the matters covered by the
clause; provided, however, that nothing in this paragraph
is intended to confer any jurisdiction under the Contract
Disputes Act in connection with proceedings under
paragraph (j) of this clause.

h. Reporting on Utilization of Subject Inventions. The Contractor

agrees to submit on request periodic reports no more frequently
than annually on the utilization of a subject invention or on
efforts at obtaining such utilization that are being made by the
Contractor or its licensees or assignees. Such reports shall
include information regarding the status of development, date of
first commercial sale or use, gross royalties received by the
Contractor, and such other data and information as the Federal
Agency may reasonably specify. The Contractor also agrees to
provide additional reports as may be requested by the Federal
Agency in connection with any march-in proceeding undertaken
by the Federal Agency in accordance with paragraph (j) of this
clause. As required by 35 U.S.C. § 202(c)(5), the Federal
Agency agrees it will not disclose such information to persons
outside the Government without permission of the Contractor.

i. Preference for United States Industry. Notwithstanding any other

provision of this clause, the Contractor agrees that neither it nor
any assignee will grant to any person the exclusive right to use or
sell any subject inventions in the United States unless such
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 person agrees that any products embodying the subject invention
or produced through the use of the subject invention will be
manufactured substantially in the United States. However, in
individual cases, the requirement for such an agreement may be
waived by the Federal Agency upon a showing by the Contractor
or its assignee that reasonable but unsuccessful efforts have been
made to grant licenses on similar terms to potential licensees that
would be likely to manufacture substantially in the United States
or that under the circumstances domestic manufacture is not
commercially feasible.

j. March-in Rights. The Contractor agrees that with respect to any

subject invention in which it has acquired title, the Federal
Agency has the right in accordance with the procedures in 37
CFR § 401.6 and any supplemental regulations of the Federal
Agency to require the Contractor, an assignee or exclusive
licensee of a subject invention to grant a nonexclusive, partially
exclusive, or exclusive license in any field of use to a responsible
applicant or applicants, upon terms that are reasonable under the
circumstances, and if the Contractor, assignee, or exclusive
licensee refuses such a request the Federal Agency has the right
to grant such a license itself if the Federal Agency determines
that:

i. Such action is necessary because the Contractor or

assignee has not taken, or is not expected to take within
a reasonable time, effective steps to achieve practical
application of the subject invention in such field of use.

ii. Such action is necessary to alleviate health or safety

needs which are not reasonably satisfied by the
Contractor, assignee or their licensees;

iii. Such action is necessary to meet requirements for public

use specified by Federal regulations and such
requirements are not reasonably satisfied by the
Contractor, assignee or licensees; or

iv. Such action is necessary because the agreement required

by paragraph (i) of this clause has not been obtained or
waived or because a licensee of the exclusive right to use
or sell any subject invention in the United States is in
breach of such agreement.

k. Special Provisions for Contracts with Nonprofit Organizations.

If the Contractor is a nonprofit organization, it agrees that:

i. Rights to a subject invention in the United States may

not be assigned without the approval of the Federal
Agency, except where such assignment is made to an
organization which has as one of its primary functions
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 the management of inventions, provided that such
assignee will be subject to the same provisions as the
Contractor;

ii. The Contractor will share royalties collected on a subject

invention with the inventor, including Federal employee
co-inventors (when the Federal Agency deems it
appropriate) when the subject invention is assigned in
accordance with 35 U.S.C. § 202(e) and 37 CFR §
401.10;

iii. The balance of any royalties or income earned by the

Contractor with respect to subject inventions, after
payment of expenses (including payments to inventors)
incidental to the administration of subject inventions,
will be utilized for the support of scientific research or
education; and

iv. It will make efforts that are reasonable under the

circumstances to attract licensees of subject invention
that are Small Business Firms and that it will give a
preference to a Small Business Firm when licensing a
subject invention if the Contractor determines that the
Small Business Firm has a plan or proposal for
marketing the invention which, if executed, is equally as
likely to bring the invention to practical application as
any plans or proposals from applicants that are not Small
Business Firms; provided, that the Contractor is also
satisfied that the Small Business Firm has the capability
and resources to carry out its plan or proposal. The
decision whether to give a preference in any specific
case will be at the discretion of the Contractor. However,
the Contractor agrees that the Federal Aency may review
the Contractor’s licensing program and decisions
regarding Small Business applicants, and the Contractor
will negotiate changes to its licensing policies,
procedures, or practices with the Federal Agency when
the Federal Agency’s review discloses that the
Contractor could take reasonable steps to implement
more effectively the requirements of this paragraph
(k)(iv). In accordance with 37 CFR 401.7, the Federal
agency or the contractor may request that the Secretary
review the contractor’s licensing program and decisions
regarding small business applicants.

l. Communication. The central point of contact at the Federal

Agency for communications on matters relating to this
clause may be obtained from the City upon request.

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 FEDERAL EXHIBIT 1

NOTICE TO BIDDERS

NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO ENSURE EQUAL

EMPLOYMENT OPPORTUNITY (EXECUTIVE ORDER 11246, as amended) FOR ALL
CONSTRUCTION CONTRACTS AND SUB-CONTRACTS IN EXCESS OF $10,000.

1. The Offeror’s or Bidder’s attention is called to the “Equal Opportunity Clause” and the “Standard
Federal Equal Employment Opportunity Construction Contract Specifications” set forth herein.

2. The goals and timetables for minority and female participation, expressed in percentage terms for the
Contractor’s aggregate workforce in each trade on all Construction Work in the covered area, are as follows:

Goals and Timetables for Minorities

Goal
Trade (percent)
Electricians . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.0 to 10.2
Carpenters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.6 to 32.0
Steamfitters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.2 to 13.5
Metal Lathers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.6 to 25.6
Painters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.6 to 26.0
Operating Engineers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.6 to 26.0
Plumbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.0 to 14.5
Iron Workers (structural) . . . . . . . . . . . . . . . . . . . . . . . . 25.9 to 32.0
Elevator Constructors . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.5 to 6.5
Bricklayers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.4 to 15.5
Asbestos Workers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.8 to 28.0
Roofers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3 to 7.5
Iron Workers (ornamental) . . . . . . . . . . . . . . . . . . . . . . . 22.4 to 23.0
Cement Masons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.0 to 27.0
Glazers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.0 to 20.0
Plasterers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.8 to 18.0
Teamsters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.0 to 22.5
Boilermakers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.0 to 15.5
All Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.4 to 17.5

Goals and Timetables for Women

From April 1, 1980 until the present . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9

These goals are applicable to all the Contractor’s Construction Work (whether or not it is Federal or
federally assisted) performed in the covered area. If the Contractor performs Construction Work in a
geographical area located outside of the covered area, it shall apply the goals established for such
geographical area where the work is actually performed. With regard to this second area, the Contractor also
is subject to the goals for both its federally involved and nonfederally involved Construction.
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 The Contractor’s compliance with the Executive Order and the regulations in 41 CFR Part 60-4 shall be
based on its implementation of the Equal Opportunity Clause, specific affirmative action obligations required
by the specifications set forth in 41 CFR 60-4.3(a), and its efforts to meet the goals. The hours of minority
and female employment and training must be substantially uniform throughout the length of the contract, and
in each trade, and the Contractor shall made a good faith effort to employ minorities and women evenly on
each of its projects. The transfer of minority or female employees or trainees from Contractor to Contractor
or from project to project for the sole purpose of meeting the Contractor’s goals shall be a violation of the
contract, the Executive Order and the regulations in 41 CFR Part 60-4. Compliance with the goals will be
measured against the total work hours performed.

3. The Contractor shall provide written notification to the Director of the Office of Federal Contract
Compliance Programs within 10 working days of award of any Construction subcontract in excess of $10,000
at any tier for Construction Work under the contract resulting from this solicitation. The notification shall list
the name, address and telephone number of the subcontractor; employer identification number of the
subcontractor; estimated dollar amount of the subcontract; estimated starting and completion dates of the
subcontract; and the geographical area in which the contract is to be performed.

4. As used in this Contract, the “covered area” is the City of New York.

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 FEDERAL EXHIBIT 2
[Insert Exhibit 2 for applicable federal grant program]

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Federal Labor Standards Provisions U.S. Department of Housing
and Urban Development
Office of Labor Relations

Ap plic abilit y (1) Th e work to b e p erform ed by the classification

The Pro ject or Prog ram to which th e constr uction work requ ested is n ot pe rform ed by a classification in th e wa ge
cover ed b y this contr act per tains is being assisted by t he determ ination; an d
United States of Am erica a nd the follo wing Fed eral La bor (2) Th e classification is utilized i n th e a rea b y the
Standar ds Provisio ns are included i n this Contract construction industry; and
pursua nt to the provisio ns applicable to such Federal (3) The p rop osed wag e rate, including a ny bo na fi de
assistance. fringe ben efits, bears a reasona ble relatio nship to the
A. 1. (i) M inimum W ages. All lab or ers a nd m echan ics wage rates containe d in the wage d eterm ination.
em ployed or workin g u pon t he site of the wo rk, will b e p aid (b) If the contractor a nd the laborers an d m echanics to be
unconditio nall y a nd n ot less often than once a we ek, and em ployed in the classification (if known), or th eir
wit hout su bsequ ent d educti on o r reb ate on an y acco unt rep resentati ves, an d HUD or its d esigne e a gre e o n t he
(e xce pt such payr oll ded uctions as are perm itted by classification and wag e rate (i ncludin g the am ou nt
regu lations issued by the Secretar y of Labor u nde r the designate d for fring e ben efits whe re ap pro pri ate), a rep ort
Copel and Act (29 CF R Part 3), the fu ll am ount of wag es of the action taken shall b e sent by HUD or its desig nee to
and b ona fi de fri nge ben efits (or cash e qui vale nts there of) the Adm inistrator of the W age and Ho ur Di vision,
due at tim e of pa ym ent com puted at rat es not l ess than Em ploym ent Standards Adm inistration, U.S. Depa rtm ent of
those contai ned in the wage d eterm ination of t he Labo r, W ashington, D.C. 20 210. The Adm inistrator, o r an
Secretar y of Labo r which is attached hereto a nd m ade a autho rized re presentative, will app ro ve, m odify, or
part h ere of, reg ardl ess of any cont ractual relatio nship disapprove e ve ry ad ditional classification action withi n 30
which m ay be allege d to e xi st betwee n the contractor and days of receipt a nd so ad vi se HUD or its designe e or wi ll
such labore rs and m echan ics. Contributi ons m ade or notify HUD o r its design ee within the 30 -da y p erio d t hat
costs reasonably a nticipate d for bon a fide frin ge be nef its additio nal tim e is necessary. (Approved b y the Office of
unde r Section l(b )( 2) of the Davis-Baco n Act on behalf of Man agem ent an d Budget u n der O MB control num ber 12 15-
labo rers o r m echanics are consider ed wag es pai d to su ch 0140. )
labo rers or m echanics, subject to the provisions of 29 CFR
(c) In the event the contrac tor, the l abo rers or m echani cs
5.5(a )(1 )(i v); also, re gula r contributi ons m ade or co sts
to be em ployed in the classification or their
incurr ed for m ore th an a we ekly pe riod (but n ot less often
rep resentati ves, and HUD o r its designee d o not ag ree on
than qu arte rly) un der plan s, funds, or prog ram s, whi ch
the propose d classification and wa ge rate (includi ng the
cover the p articula r weekl y peri od, are d eem ed to be
am ount design ated fo r f ring e be nefits, whe re ap pro pri ate),
constructively m ade or i ncur red d urin g such weekly peri od.
HUD o r its designee shall refer the q uestions, includi ng
Such labo re rs an d m echanic s shall b e p aid the app ro pria te the vie ws of all intereste d parties and the recom m endation
wage rat e a nd fri nge be nefi ts on the wag e d eterm inati on of HUD or its desig nee , to the Adm inistrator for
for the classification of wo rk actually perfo rm ed, with out determ ination. The Adm inistrator, o r an a utho rized
rega rd to skill, e xcept as pro vide d in 2 9 CFR 5.5(a)(4). rep resentati ve, will issue a determ ination withi n 3 0 da ys of
Labo re rs or m echanics perf orm ing wo rk in m ore tha n o ne receipt and so ad vise HUD or its designee or will not ify
classification m ay be com pensated at the r ate specified for HUD or its desig nee wit hin th e 3 0-d ay pe rio d th at
each classification for the tim e actually worke d therei n: additio nal tim e is necessary. (Approved b y the Office of
Provid ed, Th at the em ploye r’s pa yroll reco rds accurat e ly Man agem ent and Bud get unde r OMB Co ntrol Num ber
set forth the tim e spent in each classification in whi ch 1215 -01 40.)
work is perf orm ed. Th e wag e det erm ination (inclu ding a ny
(d) T he wag e rate (i ncluding frin ge b enefits whe re
additio nal classification and wa ge rat es conform ed und er
approp riate ) d eterm ined pursua nt to subpa ra gra p hs
29 CFR 5.5 (a )(1 )(ii ) an d the Da vis-Bacon p oster (W H-
(1)(ii)(b ) or (c) of this p a rag rap h, shall b e pai d to all
1321 ) shall be posted at all tim es by the contractor and its
worke rs pe rform ing work in the classification und er th is
subcontractors at th e site o f the wo rk in a prom inent a nd
contract from the first day on which work is pe rform ed in
accessible, place whe re it can be easil y seen b y t he
the classification.
worke rs.
(iii) W henever th e m inim um wage rate prescrib ed i n the
(ii) (a ) An y class of labo r ers or m echanics which is not
contract for a class of lab o rers or m echanics includes a
listed in the wa ge d eter m ination and which is to be
fringe ben efit which is not e xpressed as an h ourl y rate, the
em ployed unde r the cont ract shall be classified in
contractor sh all eithe r p ay the ben efit as stated in the
conform ance with the wa g e dete rm ination. HUD sh all
wage d eterm ination or shall pay anoth er bo na fide frin ge
appr ove a n a dditio nal clas sification and wa ge rate a nd
benefit or an ho url y cash eq uival ent thereof.
fringe be nefits ther efor onl y when t he foll o win g crite ria
have bee n m et: (iv) If th e contractor d oes n ot m ake paym ents to a trust ee
or othe r third pe rson, the c ontractor m ay conside r as p art

form HUD-4010 (06/2009)

Previous editions are obsolete Page 1 of 5 ref. Handbook 1344.1
of the wag es of an y l abo re r or m echanic the am ount of a ny comm unicated in writing to the lab ore rs o r m echan ics
costs reasonabl y a nticipate d in p ro vidi ng b ona fi de fri nge affected, and records which sho w the costs anticipated or
benefits un der a pla n o r prog ram , Provid ed, That t he the actual cost incurred in provi ding such be ne fits.
Secretar y of L abo r h as foun d, upo n the written re quest of Contractors em ployi ng ap prentices or trai nees un der
the contractor, that th e ap pl icable standa rds of the Davi s- approved program s shall maintain written e vid ence of the
Bacon Act have bee n m et. The Secretar y of Lab or m ay registratio n of ap pre nticeship prog ram s and certification of
requ ire the co ntractor to se t aside in a se par ate accou nt traine e pro gram s, the registration of the ap pre ntices and
assets for the m eeting of obligati ons un de r the pla n or traine es, and the ratios and wa ge rat es prescribe d in the
prog ram . (Appro ve d b y th e Office of Man agem ent and applicabl e pro gram s. (Appro ved b y the Office of
Budget un der O MB Co ntrol Num ber 121 5-0140. ) Man agem ent an d Bud get unde r O MB Co ntrol Num bers
2. W ithholding. HUD or its designe e shall upo n its own 1215 -01 40 a nd 12 15-001 7.)
action o r u pon written re quest of an auth ori zed (ii) ( a) The co ntractor shal l subm it weekl y for each we ek
rep resentati ve of the Dep artm ent of Labo r withh old or in which an y contract work is perform ed a cop y of all
cause to b e with held fro m the contractor u nde r t his payrolls to HUD or its desig nee if th e ag ency is a pa rty to
contract or a ny ot her F ede ra l contract with the sam e pri m e the contract, but if the agency is not such a party, the
contractor, or an y othe r Feder ally-assisted contract contractor will subm it the payrolls to the a pplic ant
subject to Davis-Baco n p revailin g wag e re qui rem ents, sponsor, or o wner, as the ca se m ay be, for transm ission to
which is held by th e sam e prim e contractor so m uch of the HUD o r its designee. Th e p ayrolls subm itted shall set out
accrued pa ym ents or ad va nces as m ay be conside red accurately a nd com pletely all of the inform ation re qui red
necessary to pa y labo re r s and m echanics, including to be m aintained und er 2 9 CFR 5.5(a)(3)(i) e xcept that f ull
appr entices, traine es and helpers, em ployed by t he social security n um bers and hom e add resses shall not be
contractor or an y subcontr a ctor the full am ount of wag es included on weekly transm ittals. Instead t he payrolls sh all
requ ire d by the contract In the eve nt of failure to pa y any only nee d to includ e an i ndi vidu ally i dentif ying num ber for
labo rer or m echanic, includ ing a ny app rentice, tr aine e or each em ployee (e.g., the la st four digits of the em ployee’s
helpe r, em ployed o r workin g on the site of the wo rk, all or social security n um ber). The requi re d we ekly p ayroll
part of the wages re qui red by the contract, HUD or its inform ation m ay be sub m itted in any fo rm desired.
designe e m ay, after wr itten notice to the co ntract or, Optional Form W H-347 is a vaila ble f or th is pu rpose from
sponsor, a pplicant, or o wn e r, take such action as m ay be the W age and Ho ur Division W eb site at
necessary to cause the suspension of a ny furt her http://www.dol.gov/esa/whd/forms/wh347i nstr.htm or its
paym ent, adva nce, or gu arant ee of funds until such successor site. The prim e contractor is responsible for
violati ons have ceased. HUD or its designee m ay, after the subm ission of copies of payrolls by all subcont ractors.
written n otice to the contr actor, disburse such am ounts Contractors and subcontra ctors shall m aintain the full
wit hhel d for and o n account of the contractor or social security n um ber a nd current add ress of e ach
subcontractor to the r espective em plo yees to wh om they covered wo rker, a nd shall pro vide them upo n req uest to
are d ue. Th e Com ptroll er Ge ner al shall m ake such HUD or its design ee if t h e ag ency is a p art y to t he
disbursem ents in the case of dir ect Davis-B acon Act contract, but if the ag enc y is not such a p arty, t he
contracts. contractor will subm it the payrolls to the a pplic ant
3. (i) Pa yrolls and b asic records. Pa yro lls and b a sic sponsor, or o wner, as the ca se m ay be, for transm ission to
records relatin g the reto shall be m aintaine d b y the HUD o r its designee, the co ntractor, or the W age and Hour
contractor du rin g the cours e of the wo rk preser ve d for a Division of th e Depa rtm ent of La bo r for pu rposes of an
peri od of th ree ye ars the reafter for all la bor ers a nd investigati on or a udit of com pliance with p re vailin g wa ge
m echanics working at the si te of the wo rk. Such reco rds requ irem ents. It is not a violation of this subparag ra ph for
shall contain the nam e, addr ess, and social secu rity a prim e contracto r to req ui re a su bcontractor to p ro vi de
num ber of each such worke r, his or her co rrect addresses and social security num bers to the pri m e
classification, hourl y rates of wa ges p aid (inclu ding ra tes contractor for its own records, without weekly subm ission
of contributions or costs anticipated for bo na fide fri nge to HUD o r its designee. (Appro ve d by th e Office of
benefits or cash equ ival ents thereof of the types describ ed Man agem ent and Bud get unde r OMB Co ntrol Num ber
in Section l (b )(2 )(B) of th e Da vis-baco n Act), dai ly a nd 1215 -01 49.)
weekly num ber of h ours worked, d eductio ns m ade a nd (b) Each p ayroll subm itted shall be accom panied b y a
actual wa ges p aid. W henever th e Secreta ry of Lab or h as “Statem ent of Com pliance,” signed by the cont ractor or
found und er 29 CFR 5.5 ( a )(1 )(i v) t hat the wa ges of a ny subcontractor o r his or he r agent who pa ys or supe rvis es
labo rer or m echanic inclu de the am ount of any co sts the pa ym ent of the p ersons em ployed und er th e contra ct
reason abl y anticipate d in pr ovidi ng be nefits unde r a pl an and shall certify th e follo wi n g:
or pr ogr am described in Section l(b) (2 )(B) of the Da vis- (1) Th at the pa yroll for th e payroll peri od contai ns the
Bacon Act, the contracto r shall m aintain recor ds whi ch inform ation re quired to b e pro vide d und er 2 9 CFR 5.5
sho w that the comm itm ent to provi de such ben efits is (a)(3)(ii ), the ap propri ate in form ation is being m aintain ed
enforcea ble, that the pla n or pr ogr am is financially unde r 29 CF R 5.5(a)(3)(i), and that such inform ation is
responsibl e, an d that th e plan or pr ogr am has been correct and com plete;
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(2) That each lab ore r or m echanic (includin g each hel p er, is not registered o r othe rwi se em ployed as stated above,
appr entice, a nd trai nee ) em ployed on the co ntract d uri ng shall be paid not l ess than t he ap plicabl e wa ge rate on t he
the pa yr oll p erio d has bee n pai d the full we ekly wag es wage dete rm ination fo r th e classification of work actual ly
earn ed, with out re bate, eit her di rectly o r indi rectly, a nd perfo rm ed. In addition, any apprentice pe rform ing wo rk on
that no deductions ha ve been m ade either di rectly or the jo b site i n e xcess of t he ratio pe rm itted und er the
indir ectly fr om the full wag es ea rn ed, oth er than registered pro gram shall be p aid not less than the
perm issible deductions as set forth in 29 CF R Part 3; applicabl e wage rate on t h e wa ge d eterm ination f or t he
(3) T hat each l abo rer or m echanic has be en p aid n ot l ess work actuall y perfo rm ed. W here a cont ractor is perfo rm ing
than the applica ble wage rat es and fri nge b enefits or ca sh construction on a p roject i n a localit y oth er th an th at in
equi vale nts for the classification of wo rk perfo rm ed, as which its pro gram is registered, the ratios a nd wag e rat es
specified in the appli cable wag e determ inati on (e xpressed in perce ntages of the j ou rne ym an’s hou rly
incorpo rate d into the contr a ct. rate) specified in the co ntractor’s or subcontractor’s
registered program shall be observe d. Every ap prenti ce
(c) The we ekly subm ission of a p rop erl y e xecut ed
m ust be paid at not less than the rat e specified in the
certification set forth on the reverse side of Opti onal F o rm
registered prog ram for the apprentice’s level of pro gre ss,
W H-347 shall satisfy the r eq uirem ent for subm ission of the
e xp ressed as a perce ntage of the jou rn eym en ho url y ra te
“Statem ent of Com pliance ” r equi red b y subp aragra ph
specified in the appli cable wag e determ inati on.
A.3.(ii)(b ).
Apprentices shall b e paid fringe b enefits in accord an ce
(d) T he falsification of an y of the a bo ve certificatio ns may wit h the provisio ns of the appre nticeship pr og ram . If the
subject the contractor or su bcontractor to ci vil or c rim inal apprenticeship program do es not specify frin ge ben efits,
prosecution un der Section 1001 of Title 1 8 a nd Secti on apprentices m ust be paid the full am ount of fringe ben efits
231 of Title 31 of the United States Code. listed on the wage dete rm ination for the applica ble
(iii) Th e cont ractor or subcontracto r shall m ake the classification. If the Adm inistrator determ ines that a
records re qui red u nde r sub para gr aph A.3.(i) a vail able for different practice p re vails for the appl icable app renti ce
inspection, cop ying, or transcription b y a uthori zed classification, fringes shall be pai d in accorda nce with t hat
rep resentati ves of HUD or it s designee o r the Dep artm ent determ ination. In th e e ven t the Office of Appre nticeship
of Labor, an d shall per m it such representatives to Traini ng, Em ployer a nd Labo r Services, or a State
inter vie w em ploye es du rin g wo rking hou rs on the job. If Apprenticeshi p Age ncy recogni zed by the Office,
the contractor o r subcontr actor fails to subm it the required wit hdra ws a pproval of an app renticeship prog ram , the
records or to m ake them availa ble, HUD or its design ee contractor will n o lo nge r be pe rm itted to utili ze
m ay, after written notice to the contr actor, spon sor, apprentices at less than the applicabl e predete rm ined rate
applicant o r o wne r, take such action as m ay be n ecessary for the work pe rform ed un til an acceptable pro gram is
to cause the suspension of any furth er pa ym ent, advan ce, approved.
or gu ara ntee of funds. Furt herm ore, failu re to subm it the (ii) Tr ainees. E xcept a s provi ded in 29 CFR 5.16,
requ ire d recor ds upon re qu est or to m ake such records traine es will n ot be pe rm itted to work at less than the
avail able m ay b e g rou nds fo r deb arm ent action p ursua nt to pred eterm ined rate for the work pe rform ed unless the y a re
29 CFR 5.1 2. em ployed pu rsuant ‘,to an d indivi duall y re gistere d in a
4. Appr entice s and Traine es. prog ram which has receive d pri or app ro val, evi dence d by
form al certification by the U.S. Departm ent of Lab or,
(i) Appren tices. App rentic es will be pe rm itted to wo rk at
Em ploym ent and Trainin g Adm inistration. The ratio of
less than the p redet erm ined rate for th e work t hey
traine es to journ eym en on t he job site shall not b e gre a ter
perfo rm ed whe n the y are em ployed pu rsuant to a nd
than p erm itted und er t he pl an app ro ved by the
indivi dual ly re gistere d in a bona fide app rentice ship
Em ploym ent and Training Adm inistration. Every trai nee
prog ram registere d with th e U.S. Departm ent of Lab or,
m ust be paid at not less than the rat e specified in the
Em ploym ent and Tr ainin g Adm inistration, Office of
approved pro gram for th e traine e’s le vel of progre ss,
Apprenticeshi p Train ing, Employer an d La bor Se rvices, or
e xp ressed as a perce ntage of the jou rn eym an ho url y ra te
wit h a State Apprenticeshi p Agency reco gni zed b y the
specified in the appl icable wage dete rm ination. Trai ne es
Office, or if a pe rson is e m ployed in his or her fi rst 90
shall be p aid fri nge ben efits in accordance wit h the
days of pro batio nar y em ploym ent as an appr entice in such
pro visions of the trainee p rogram . If the trainee pro gram
an ap pre nticeship pr ogr a m , who is n ot indi vidu ally
does not m ention fringe be nefits, trainees shall be pa id
register ed in th e p rog ram , but who has be en certifie d by
the full am ount of fri nge benefits listed o n the wage
the Office of Apprenticeship Trainin g, Em ployer an d Lab or
determ ination unl ess the Adm inistrator of the W age and
Services o r a State Ap prenticeshi p Agenc y (whe re
Hou r Di vision determ ines that there is an ap pre nticeship
appr op riate ) to be el igibl e for p robati ona ry em ploym ent as
prog ram associated with t he corresp ondi ng j ou rne ym an
an app rentice. The allo wable rati o of appr entices to
wage rate on t he wag e det erm ination which provi des f or
jour neym en on th e job site i n an y craft classification shall
less than full fring e be n efits for apprentices. Any
not b e g reat er t han the ratio pe rm itted to the co ntractor as
em ployee listed o n the pa yroll at a train ee rate wh o is not
to the entir e wo rk force und er the r egister ed p rog ram . Any
registered a nd p articipatin g in a trai ning plan app ro ved by
worke r listed on a p ayroll at an ap pr entice wa ge rate, who
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the Em ploym ent and T raini n g Adm inistration shall be pa id a wa rde d HUD co ntracts or particip ate in HUD pro gra ms
not less than the applica ble wag e rate on th e wa ge pursua nt to 24 CFR Pa rt 24.
determ ination for the wo rk a ctually perfo rm ed. In ad diti on, (ii) No part of this contract shall b e subco ntracted t o a ny
any tr aine e perf orm ing wor k on the job site in e xcess of person or firm ineligibl e for a wa rd of a G overnm ent
the r atio p erm itted und er th e re gistere d p rog ram shall be contract b y virtu e of Section 3 (a) of t he Da vis-Bacon Act
paid n ot less than the app l icable wa ge r ate on the wa ge or 2 9 CF R 5. 12(a)(1) or to be a warded HUD cont racts or
determ ination fo r the wo rk actually perfo rm ed. In the participate i n HUD pro gram s pursuant to 2 4 CFR Part 2 4 .
eve nt the Em ploym ent and T raini ng Adm inistration
(iii) The pen alty for m aking false statem ents is prescribed
wit hdr a ws a ppr oval of a tra ining pro gr am , the contractor
in the U.S. Crim inal Cod e, 18 U.S.C. 10 01. Additio nal ly,
wi ll no lon ger b e perm itted to utilize trai nees at less than
U.S. Crim inal Cod e, Section 1 0 1 0, Title 1 8, U.S.C.,
the a pplicabl e p re determ ine d r ate fo r th e work p erfo rm ed
“Fede ral Housin g Adm inistration tra nsactions”, pro vid e s in
until an acceptabl e pr ogr am is appro ved.
part: “W hoever, for the pu rpose of . . . influencing in any
(iii) Equal emplo yment o pportunit y. Th e utili zation of way th e action of such Adm inistration..... m akes, utters or
appr entices, traine es and jo urne ym en und er 2 9 CFR Pa rt 5 publishes a ny statem ent kno wing the sam e to be false. ....
shall be in conform ity wit h the equal em ploym ent shall be fine d not m ore th an $5,0 00 o r im prisoned n ot
oppo rtunit y req uir em ents of Executive Ord er 11 246, as m ore than two ye ars, or b oth.”
am ended, and 2 9 CFR Pa rt 30.
11. Complaints, Proce edings, or Te stimon y b y
5. Compliance w ith Cope land Act requiremen ts. T he Emplo yees. No l abo re r o r m echanic to whom the wa ge,
contractor shall com ply wit h the re quir em ents of 29 CFR salary, o r othe r lab or stand a rds pro visions of this Cont ra ct
Part 3 which ar e incor por ate d by r efere nce in this contra ct are a pplicabl e shall b e discharg ed o r in a ny other m an ner
6. Subcontr ac ts. T he co ntractor or subcontr actor will discrim inated agai nst by the Contracto r or a ny
insert in an y su bcontract s the clauses conta ined in subcontractor because su ch em ployee h as filed a ny
subpar agr aphs 1 th ro ugh 11 in th is pa rag rap h A and su ch com plaint or instituted or caused to be instituted any
other cla uses as HUD o r its designe e m ay b y a ppropria te procee ding o r has testified or is about to testify in any
instructions requi re, an d a copy of the ap plica ble procee ding un de r o r relat ing to the l abo r stan dards
pre vaili ng wa ge d ecision, and also a clause r equi ring t he applicabl e un der this Co ntra ct to his em ployer.
subcontractors to i nclude t hese clauses in any lo wer tier B. Contract Work Hours and Safety Standards Act. The
subcontracts. The p rim e contractor shall b e r esponsi ble provisions of this paragraph B are applicable where the amount of the
for the com pliance by an y subcont ractor or l o we r t ier prime contract exceeds $100,000. As used in this paragraph, the
subcontractor with all th e contract clauses in this terms “laborers” and “mechanics” include watchm en and g ua rd s.
para gr aph.
(1) O ver time requiremen ts. No contractor or subcontractor
7. Con trac t termination; debarment. A br each of t he contracting for any part of the contract work which may require or
contract clauses in 29 CFR 5.5 m ay be g rou nds for involve the employment of laborers or mechanics shall require or
term ination of the contract a nd for de ba rm ent as a permit any such laborer or mechanic in any workweek in which the
contractor and a su bcontr actor as pro vid ed i n 2 9 CFR individual is employed on such work to work in excess of 40 hours in
5.12. such workweek unless such laborer or mechanic receives
8. Compliance with Davis-Bacon and Related Act Requirements. compensation at a rate not less than one and one-half times the basic
All rulin gs and i nter pretati ons of the Davis-B acon a nd rate of pay for all hours worked in excess of 40 hours in such
Relate d Acts contained in 29 CF R Parts 1, 3, a nd 5 are workweek.
here in incor por ated b y ref er ence in this contract (2) Violation; liabilit y for unpaid w ages; liquidated
9. Disputes conce rning labor standards. Dispu tes damages. In the event of any vi olation of th e clause set
arising out of the lab or standards pro visions of t his forth in sub parag rap h (1 ) of this para gra ph, the co ntrac tor
contract shall not be su b ject to the gene ral disput es and an y subcontracto r resp onsible therefor shall b e lia ble
clause of this co ntract. Suc h disput es shall be resol ved in for the unp aid wa ges. In additio n, such contractor and
accordance wit h the pr ocedur es of the Dep artm ent of subcontractor sh all b e lia bl e to the Unite d States (i n t he
Labo r set fo rth i n 29 CFR Parts 5, 6, an d 7. Disput es case of work done u nde r contract fo r th e District of
wit hin the m eaning of this clause include disput es bet we en Colum bia o r a te rrito ry, to such District o r to su ch
the contractor (or a ny of its subcontractors) and HUD or territo ry), for liq uidate d dam ages. Such liq uid ated
its designee, t he U.S. Departm ent of Labo r, o r t he dam ages shall be com puted wit h resp ect to each ind ivid u al
em ployees or the ir r epr esen tatives. labo rer or m echanic, including watchm en and g uards,
10. (i) Ce rtific ation of Eli gibilit y. By ente rin g into th is em ployed i n vi olatio n of the clause set fo rth in
contract the contr actor certi fies that neithe r it ( nor he or subparagraph (1) of this paragra ph, in the sum of $10 for each
she) nor an y pe rson or fir m who has an inte rest in t he calendar day on which such individual was required or permitted to
contractor’s firm is a per son or fi rm ineligibl e to be work in excess of the standard workweek of 40 hours without payment
a wa rde d Gover nm ent contracts by virtue of Section 3 (a ) of of the overtime wages requi red by the clause set fort h in sub
the Da vis-Bacon Act or 29 CFR 5.12 (a) (1 ) or t o be para graph (1) of this pa rag raph.

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(3) W ithholding for unpaid w ages and liquidated
damages. HUD o r its designee shall upo n its own action
or u pon wr itten r equ est of a n auth ori zed re pr esentative of
the Dep artm ent of Labor wit hhold o r cause to be withh e ld,
from any m oneys p ayable on account of work pe rform ed by
the contractor or subcontr actor unde r an y such contract or
any othe r Fed eral contract wit h the sam e prim e contra ct,
or a ny other Fed erall y-assisted contract subject to t he
Contr act W ork Hours an d Safety Stand ards Act which is
held b y the sam e prim e contractor such sums as m ay be
determ ined to be necessar y to satisfy any liabilities of
such contractor o r subco ntractor fo r un pai d wa ges a nd
liquid ated dam ages as provided in the clause set forth in
subpar agr aph (2) of this par agra ph.
(4) Subcon tra cts. Th e co ntractor o r subcont ractor sh all
insert in an y subcont racts the clauses set forth in
subpar agr aph ( 1) thr oug h (4 ) of this paragra ph an d also a
clause requi rin g the subcontractors to includ e the se
clauses in an y l o we r tie r subcontr acts. The p ri m e
contractor shall be r espon sible for com pliance b y a ny
subcontractor or l o we r tie r subcontractor with the clau ses
set forth in subpa ra gra p hs (1) thr oug h ( 4) of this
para gr aph.
C. Health and Sa fet y. The provisions of this paragraph C are
applicable where the amount of the prime contract exceeds $100,000.
(1) No la bor er or m echani c shall be re qui red to work in
surrou ndi ngs or u nde r working con ditions which are
unsanita ry, ha za rdo us, or dang ero us to his health a nd
safety as d eterm ined und er construction safety and he al th
standards pr om ulgated by the Secr etar y of La bo r by
regu lation.
(2) Th e Contr actor sh all com ply with all re gulatio ns
issued by the Secretar y of Labo r pursu ant to Title 29 Part
1926 and fa ilur e to com ply m ay result in im position of
sanctions pursua nt to the Contract W ork Hours an d Saf ety
Standards Act, (Public Law 91-5 4, 83 Stat 96). 4 0 USC
3701 et seq.
(3) Th e contractor sh all i nclude the pro visions of this
para gr aph in ever y subcont r act so that such p ro visions wi ll
be bin ding on e ach subcon tractor. The contr actor sh all
take such action with r espe ct to any subcontr actor as t he
Secretar y of Housing an d Urb an De velo pm ent or t he
Secretar y of Lab or shall di rect as a m eans of e nforci ng
such provisio ns.

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 New York City Food Standards
Part I: Standards for Meals/Snacks Purchased and Served
Revised October 2011

This document outlines standards for food purchased and meals and snacks served, with the goal of
improving the health of all New Yorkers served by City agencies. The New York City Food Standards aim
to reduce the prevalence of chronic disease, such as obesity, diabetes and cardiovascular disease, by
improving dietary intake.

The standards have been developed based upon agency feedback, review, and agreement. They do not
apply to food available in vending machines,1 or at concessions that provide food for sale through leases,
licenses or contracts at City programs.

Agencies and their contractors are expected to follow the standards described in each of the four
sections:

I. Standards for Purchased Food

Addresses food items purchased and gives specific standards by food category.

II. Standards for Meals and Snacks Served

Addresses the overall nutrient requirements for meals served and gives standards for snacks and
special occasions.

III. Agency and Population-Specific Standards and Exceptions

Addresses standards for specific populations (e.g. children, seniors) and agencies. The additions
and exceptions in the third section supersede the first two sections. For example, children under 2
years may be served whole milk, instead of 1% or nonfat milk required in the first section.

IV. Sustainability Recommendations

Addresses recommendations to support a healthy and ecologically sustainable food system.

The first two sections overlap: all purchased food items must meet the standards in Section I and must fit
in to meals and snacks served such that the nutrient requirements in Section II are met. The purchased
food standards ensure that agencies make healthier foods a regular part of people’s diets and ensure that
people who only eat a few items of each meal are still eating healthy options. The meal and snack
standards ensure that people eating whole meals and snacks have a healthy, balanced diet.

All food purchased or served by a City agency must meet the required standards that appear in bold.
Agencies are expected to be in compliance with the revised standards by October 31, 2012. Agency
contractors are also required to comply with these Standards. This includes foodservice contractors,
such as caterers, and programmatic contractors, that serve food within the context of the program.

The New York City Food Standards were made effective by Executive Order 122 from Mayor Bloomberg
2
on September 19, 2008. The Executive Order mandates that all City agencies follow the Standards for all
foods that are purchased, prepared, and/or served by the agency, and/or agency contractors.

For more information, please contact: nycfoodstandards@health.nyc.gov

1
Please see NYC standards for vending machines: www.nyc.gov/html/doh/html/cardio/cardio-vend-nutrition-standard.shtml
2
View the Executive Order at: www.nyc.gov/html/ceo/downloads/pdf/eo 122.pdf
1
I. Standards for Purchased Food
These standards are defined per serving of food as shown on the product’s Nutrition Facts
label.3

Nutrient Standards:
▪ Trans fat:
o Require restriction consistent with DOHMH, City regulation and law.4
▪ Sodium:
o Require all individual items contain ≤ 480 mg sodium per serving,5 not including
specific items stated in the Food Category Standards below. Recommend
purchasing “low sodium” (≤ 140 mg sodium per serving) whenever feasible.

Food Category Standards:

▪ Beverages:
o Require ≤ 25 calories per 8 oz for all beverages other than 100% fruit juice or
milk.6
o If purchasing juice, require 100% fruit juice.
▪ Dairy:
o Require milk be 1% or non-fat, and unsweetened.7,8
o Require fluid milk substitutes (e.g. soymilk) be unflavored.7
o Require low-fat or non-fat yogurt.
o Recommend purchase plain yogurt or yogurt with ≤ 30 g sugar per 8 oz or
equivalent (e.g. ≤ 15 g sugar per 4 oz, ≤ 23 g sugar per 6 oz).
o Recommend choose lower sodium cheese.
▪ Bread, pasta, and other grains:
o Require sliced sandwich bread contain ≤ 180 mg sodium per serving, be whole
wheat/whole grain and contain ≥ 2 g fiber per serving.
o Require other baked goods (e.g. dinner rolls, muffins, bagels, tortillas) contain
≤ 290 mg sodium per serving.
o Recommend purchase whole grain pasta, whole grain baked goods (dinner rolls,
muffins, bagels, tortillas), brown rice, etc.
▪ Cereal:
o Require cereal contain ≤ 215 mg sodium per serving, ≤ 10 g sugar per serving,
and ≥ 2 g fiber per serving.9,10
▪ Fruits and vegetables:
o Require canned/frozen vegetables and beans contain ≤ 290 mg sodium per
serving.
o Require fruit canned in unsweetened juice or water. No fruit canned in syrup.
▪ Tuna, salmon and other seafood:
o Require canned/frozen seafood contain ≤ 290 mg sodium per serving.

3
Serving size is based on FDA-established lists of "Reference Amounts Customarily Consumed Per Eating Occasion".
4
For more information: www.nyc.gov/html/doh/downloads/pdf/public/notice-adoption-hc-art81-08.pdf
5
For agencies serving populations with a majority of the population over 50 years old, require all individual items contain ≤ 360 mg
sodium per serving.
6
For agencies serving a majority of children under 18 years, require beverages with no artificial sweeteners.
7
For children ages 4-18 years, flavored milk and flavored fluid milk substitutes are permitted and required to be ≤ 130 calories per
serving. Recommend that agencies continue to phase out flavored milk and flavored fluid milk substitutes over time. As per Article
47 of the New York City Health Code, child care facilities may not serve milk with added sweeteners.
8
For children ages 12 months to under age two, require unsweetened whole milk.
9
For child care facilities, require cereal contain ≤ 6 g sugar per serving in addition to sodium and fiber standards.
10
Cereals that contain dried cranberries, dates, and/or raisins are exempt from the sugar standard due to the limited availability of
this product type that meets the sugar standard. Cereals must still meet fiber and sodium standards. Recommend phasing out
these high sugar cereals over time.
2
 ▪ Poultry:
o Require canned/frozen poultry contain ≤ 290 mg sodium per serving.
▪ Beef and pork:
o Require canned beef/pork contain ≤ 480 mg sodium per serving.
o Recommend purchase “extra lean” beef and pork (total fat ≤ 5%) and at least
90% lean ground beef.
o Recommend bacon contain ≤ 290 mg sodium per serving.
▪ Luncheon meat:
o Require luncheon meat contain ≤ 480 mg sodium per serving.
▪ Condiments and sauces:
o Require salad dressings contain ≤ 290 mg sodium per serving.
o Require sauces contain ≤ 480 mg sodium per serving.11
o Recommend use lower sodium condiments and sauces such as reduced sodium
soy sauce.
▪ Portion controlled items and other convenience foods:
o Require portion controlled items and other convenience foods such as breaded
chicken, veal patties, frozen French toast and waffles contain ≤ 480 mg sodium
per serving.
▪ Frozen whole meals:
o Require frozen whole meals contain ≤ 35% of the daily sodium limit (adults: ≤
805 mg, children: ≤ 770 mg, seniors ≤ 525 mg).

Note regarding sodium standards for purchased food:

In some instances successful sodium reduction requires gradual change to maintain product
taste and quality. If an agency is purchasing non-compliant products that are essential
to menu planning and that agency has demonstrated efforts to reduce the sodium in those
products, the agency may continue to purchase those products with the deadline of reaching the
sodium standards by October 31, 2012.

Note regarding revised standards for purchased food:

Agencies are expected to be in compliance with the revised standards by October 31, 2012.
Technical challenges related to reformulation at the manufacturer’s level may require a longer
timeframe for compliance with the new requirements. In October 2012, agencies that are
unable to meet the new standards will submit a list of items out of compliance, steps taken to
achieve compliance, and expected timeline for full compliance to the Food Policy Coordinator
and Health Commissioner.

Note regarding populations with religious or special dietary food needs:

If an agency cannot meet required purchased food standards due to a present lack of
availability of food items that meet the specific needs of the population they serve (e.g.
packaged kosher foods), the agency is expected to seek suitable replacements in the
marketplace as quickly as is feasible. The agency must identify and report these products to
the Food Policy Coordinator and the Health Commissioner.

11
Soy sauce is exempt due to lack of market availability for products that meet this standard. Recommend use reduced sodium soy
sauce.
3
Exempt programs should strive to meet these Nutrition Standards through thoughtful menu
planning. Should exemption be granted, programs must still comply with ALL other
requirements of the NYC Food Standards.

Note regarding sodium and fiber meal standards:

If an agency does not meet the required nutrition standard for sodium or fiber, it is expected to
meet the standard as quickly as is feasible with the deadline of reaching the standards by
October 31, 2012.

B. Meal Standards
▪ Fruits and vegetables:
o Require minimum of two servings of fruits and vegetables per meal for lunch and
dinner.
o Require minimum of five servings of fruits and vegetables a day for agencies
serving breakfast, lunch, and dinner.
o For programs serving meals 5 days per week or less, require at least 3 servings
of non-starchy vegetables weekly per lunch and per dinner.18,19
o For programs serving meals more than 5 days per week, require at least 5
servings of non-starchy vegetables weekly per lunch and per dinner.19
o Recommend serve fresh or frozen fruits and vegetables instead of canned.

▪ Beverages:
o Water:
ƒ Require water be available at all meals (this can be in addition to or in
place of other beverages regularly served). Tap water should be used if
possible.
o Fruit juice:
ƒ Require 100% fruit juice and portion size limited to ≤ 6 oz per serving.
ƒ Require, if provide meals, serve juice no more than one time per day.
ƒ Require, if provide snacks only, serve juice no more than 2 times per
week.

▪ Food preparation and service:

o Require no use of deep fryers;20 no deep frying.
o Recommend, to help ensure healthy portion sizes, establishment of program-
specific guidelines for serving containers (e.g. size of food plates and beverage
cups).

18
Standard does not apply to programs serving one or two meals per week.
19
Starchy vegetables include white potatoes, corn, green peas, and lima beans.
20
Require that all new or renovated kitchens be built without deep fryers.
5
C. Snack Standards
Snacks should add important nutrients to the overall diet and help curb hunger.

These snack standards are in compliance with the snack pattern requirements of the USDA’s
Child & Adult Care Food Program (CACFP) and are eligible for reimbursement with the
exception of low calorie beverage choices for sites serving adults.

Overall Guidelines
o Require all items have 0 g trans fat.
o Recommend foods served be on the list of acceptable choices below or provide
equivalent nutrient value (for example: melon slices substituted for a banana for the fruit
category).
o Recommend water is available at all snack times.

Food Category 1: Dairy beverages

o Require milk be 1% or non-fat and unsweetened.21,22

Food Category 2: Fruit or vegetable

o Require juice be 100% fruit juice and portion size limited to ≤ 6 oz per serving.
o Require, if provide snacks only, serve juice no more than 2 times per week.
o Examples of acceptable choices: carrot sticks, celery sticks, pepper slices,
salads, apples, bananas, pears, oranges, dried fruit, applesauce with no sugar
added, and canned fruit in unsweetened juice or water.

Food Category 3: Bread or grain

o Require sodium ≤ 180 mg per serving for sliced sandwich bread.
o Require sodium ≤ 200 mg per serving for all crackers, chips, and salty snacks.
o Require sugar ≤ 10 g per serving.
o Require fiber ≥ 2 g per serving.
o Recommend all items served be whole grain.
o Examples of acceptable choices: whole wheat pita triangles, whole grain cereal,
whole grain crackers, whole grain bread, rice cakes, popcorn.
o Examples of non-appropriate items: doughnuts, pastries, croissants, cake, etc.

Food Category 4: Protein23

o Examples of acceptable choices: hummus, bean dip, cottage cheese, low-fat
cheese, hard boiled eggs, low-fat or non-fat yogurt, low-sodium tuna, nuts, nut
butters, sunflower seeds, turkey slices.

Examples of acceptable snack choices, all served with water:

o Peanut butter, whole grain crackers and apple slices
o A peach and whole grain crackers
o Half of a tuna sandwich: tuna on whole wheat bread with lettuce and tomato
o Turkey served with whole wheat pita triangles and carrot sticks
o Milk and whole grain cereal, with fresh berries
o Yogurt topped with blueberries and low-fat granola
o Hummus with pita and sliced red peppers

21
For children ages 12 months to under age two, require unsweetened whole milk.
22
For children ages 4-18 years flavored milk and flavored fluid milk substitutes are permitted and required to be < 130 calories per
serving. Recommend that agencies continue to phase out flavored milk and flavored fluid milk substitutes over time. As per Article
47 of the New York City Health Code, childcare facilities may not serve milk with added sweeteners.
23
For CACFP programs, this category is referred to as ‘meat or meat alternative’.
6
Additional Snack Standards:
o Require ≤ 25 calories per 8 oz for beverages other than 100% juice or milk at sites
serving adults.

D. Special Occasion Standards for Meals and Snacks

Special occasion standards apply to trips, parties for major holidays and special events. This
also includes food purchased from vendors not routinely used by the agency for normal food
service.
• Require healthy options be served, such as fresh fruit, leafy green salad, and/or
vegetable slices.
• Require water be served at all special occasion events.
• Recommend adopting a policy for special occasion meals and snacks.
• Recommend special occasion meals and snacks generally be limited (for example,
once a month).
• Recommend, if serving sweets/desserts, offer in moderation and in appropriate
portions.
• Recommend adherence to beverage standards.
• Recommend eliminating all foods that meet the USDA definition of Foods of Minimal
Nutritional Value (FMNV).24 Examples of FMNV include chewing gum, candy and
water ices.

24
Definition available at: www.fns.usda.gov/cnd/menu/fmnv.htm
7
III. Agency and Population-Specific Standards and Exceptions
Agencies which serve meals to populations with special nutritional needs (e.g. children, seniors)
have specific nutrition requirements.

Children
Standards for Purchased Food:
When milk is provided, children ages two and older shall only be served milk with 1% or less
milk-fat unless milk with a higher fat content is medically required for an individual child, as
documented by the child’s medical provider. When milk is provided, children ages 12
months to under age 2 should be served whole milk.

For children ages 4-18 years, flavored milk and flavored fluid milk substitutes are permitted
and required to be ≤ 130 calories per serving. Recommend that agencies continue to
phase out flavored milk over time. As per Article 47 of the New York City Health Code, child
care facilities may not serve milk with added sweeteners.

For child care facilities, require cereal contain ≤ 6 g sugar per serving in addition to sodium
and fiber standards.

Nutrition Standards:25
Recommend agencies serving populations with a majority of participants under 19 years of
age follow the Institute of Medicine, Food and Nutrition Board’s Dietary Reference Intakes
(DRI)26 for appropriate age groups.

Require agencies serving populations with a majority of children 6-18 years of age limit
sodium to ≤ 2,200 mg per day.

Require agencies serving populations with a majority of children 1-5 years of age limit
sodium to ≤ 1700 mg per day. Require breakfast contain no more than 425 mg sodium;
snacks contain no more than 170 mg sodium; lunch contain no more than 600 mg sodium;
and dinner contain no more than 600 mg sodium.

For agencies serving a majority of children age 4-18 years of age, require fiber be ≥ 25
grams per day. For agencies serving a majority of children 1-4 years old, require fiber be ≥
19 grams per day.

Seniors
Recommend agencies follow the Institute of Medicine, Food and Nutrition Board’s Dietary
Reference Intakes (DRI)26 for appropriate age groups.

Require agencies serving populations with a majority of the population 50 years of age and
older limit sodium to ≤ 1,500 mg per day.

Require individual items contain ≤ 360 mg sodium per serving.

25
Please see page 4 for programs that are exempt from this standard.
26
Institute of Medicine, Food and Nutrition Board’s Dietary Reference Intakes (DRI):
http://iom.edu/Reports/2006/Dietary-Reference-Intakes-Essential-Guide-Nutrient-Requirements.aspx
8
Correctional Population
Agencies serving the correctional population have a majority of young, moderately active
women and men who may require a higher than average caloric intake. For all meals and
snacks served per day, require that calories be kept to less than 2,200 calories for women
and 2,800 calories for men.

Youth Detention Facilities

Agencies serving the youth detention population have a majority of young, moderately active
boys who may require a higher than average caloric intake. For all meals and snacks
served per day, require that calories be kept to less than 2,500 calories for males.

Single Resident Occupancy and Self-Sustained Shelters

Programs that allow clients to purchase and prepare their own meals are not required to
comply with these standards.

Child Care Services Providers

Home-based child care providers are not required to comply with these standards.

Patients Under Therapeutic Care

Nutrition requirements consistent with established medical guidelines and diets for patients
under therapeutic care replace general nutrition criteria described here. The Patient Bill of
Rights allows patients under therapeutic care to request specific food items. These items
are considered part of the therapeutic diet and do not need to meet the nutrition criteria.

Emergency Food
Agencies that purchase food to be distributed by a third party to emergency food providers,
such as soup kitchens and food pantries, are required to follow the guidelines outlined in
Section I.

Federal Commodity Food Program

Food provided by the federal government to agencies or agency programs is not required to
meet the standards outlined in Section I. However, agencies/programs accepting these
foods are required to meet the nutrition standards outlined in Section II.
Agencies/programs are expected to provide documentation upon request to verify which
products were obtained through the commodity food program.

Donated Foods
Foods that are donated or provided at no cost to a program are not required to meet the
standards outlined in Section I. However, agencies accepting these foods are required to
meet the nutrition standards outlined in Section II. Programs are not permitted to accept
donations of candy or sugar-sweetened beverages for use in meal or snack service.

Food for Disaster Response

Food purchased by agencies to serve solely for a disaster or crisis response are not
restricted by the nutrition criteria included here, recognizing such stocks intentionally include
nutrient dense food products.

9
IV. Sustainability Recommendations

The Standards for Meals/Snacks Purchased and Served focus on promoting a healthy eating
pattern as part of a city-wide strategy to reduce the prevalence of chronic disease, such as
obesity, diabetes, and heart disease, among New Yorkers. New York City also recognizes the
importance of promoting a healthy and ecologically sustainable27 food system that conserves
natural resources and supports long term public health goals.

Agencies are encouraged to consider, when practicable and cost effective, sustainability criteria
for the food they procure and serve. While New York City does not endorse any single criteria
for sustainability, a number of food characteristics are associated with supporting the
conservation of natural resources that are needed to sustain our food supply over the long term.
For example, preferred products may include: (i) fruits and vegetables that are local, seasonal,
or are grown by producers using low or no pesticides or an integrated pest management
system, (ii) dairy products that are local or (iii) seafood that is sustainably raised or harvested.28
Agencies may also request, but not mandate, that their vendors offer fruit, vegetables, dairy
products and seafood that is locally grown or produced. Agencies are also encouraged to
educate their customers about these local and/or sustainably produced foods through labeling
or other mechanisms.

These suggestions will continue to be evaluated and updated based on the latest scientific
research on nutrition, the relationship between human health and food production methods, and
the sustainability of the food system.

27
The federal statutory definition of sustainable agriculture (7 USC 3103) is a guide to the elements to look for in a sustainability
program. New York City does not endorse any particular labeling or documentation system or program over another, and
recognizes that many agricultural producers practice sustainable agriculture without their products being labeled as such.
28
For example, seafood that is identified as a “best choice” or “good alternative” on the Monterey Bay Aquarium Seafood Watch
List, or similarly certified by other equivalent program.
10
 New York City Agency Food Standards
Part II: Standards for Beverage Vending Machines

The Standards for Beverage Vending Machines were enacted May of 2009, pursuant to Executive Order
122. There are separate standards for vending locations regularly used by adults (Adult Standards) and for
vending locations regularly used by children (Children’s Standards).

Standards for Vending Locations Regularly Used by Adults

The following five criteria must be met:
1) Specifications regarding the product mix:
A) No more than two columns (or “buttons”) may be High Calorie beverages (defined as any beverage
> 25 calories per 8 oz). The maximum of two columns applies irrespective of the total number of
columns in the machine.
B) Unless otherwise approved by the City in writing, water is required to be stocked for a minimum of 2
1,2
columns (or “buttons”).
C) The remaining products must be ≤ 25 calories per 8 oz.

2) Specifications regarding product display placement:

A) Water must be placed in the position with the highest selling potential.
B) High Calorie beverages must be placed in the position with the lowest selling potential.
C) For machines where the buttons are arrayed vertically, highest selling potential means those closest
to eye level, usually the top buttons, and lowest selling potential means those furthest from eye level,
3
usually the bottom buttons. Or as determined by industry best practices.

3) Specifications regarding size:

4
A) All beverage selections with the exception of water and seltzer are limited to 12 oz.
B) All water and seltzer selections must be at least 12 oz.
C) Portion sizes smaller than 12 oz are encouraged for High Calorie beverages.

4) Calorie labeling:
A) Every machine must display the total calorie content for each item, as sold, clearly and
conspicuously, adjacent or in close proximity so as to be clearly associated with the item, using a
font and format that is at least as prominent, in size and appearance, as that used to post either the
name or price of the beverage where it can be seen before the consumer presses the button to
choose the beverage. Existing nutrition labeling on the beverages does not meet this requirement.
The City will have sole discretion regarding the display of calorie information. (adapted from HC
§81.50)

5) Promotional space:
A) Promotional space on the vending machines (i.e. sides, front graphic panel, etc.) including but not
limited to the language and graphics, if used, is subject to the approval of the City in its sole
discretion and must be used only to promote healthy beverage choices (≤ 25 calories per 8 oz)
and/or healthy activities.
Price: (Recommended)

A) Pricing models that encourage healthy choices (e.g. by establishing lower prices for healthy
beverage choices (≤ 25 calories per 8 oz) relative to High Calorie beverages (> 25 calories per 8 oz))
are encouraged.

For more information, please contact: nycfoodstandards@health.nyc.gov

November 2010 Page 1 of 3

Standards for Hot Beverage (e.g. Coffee) Vending Machines
The following criteria must be met:
 All beverages must be ≤ 25 calories per 8 oz.
 If stocking condiments:
o Milk/creamer product must be 1% or non-fat
o Sugar and sugar-substitutes are acceptable
 All beverages and condiments must contain < 0.5 grams of trans fat per serving.
Phase in time of 2 years, to be in compliance by January 2012.

Standards for Vending Locations Regularly Used by Children age 18 and under
The following three criteria must be met:
1) Specifications regarding the product mix:
A) Beverage vending machines can only include:
1
• Water
• Unsweetened milk,1% or nonfat only
• Beverages with ≤ 25 calories per 8 oz
• Carbonation and caffeine are allowed

B) Prohibited:
• Artificial sweeteners
• Other “natural” non-nutritive or very low-calorie sweeteners (e.g. stevia, erythritol)
• Artificial flavors and colors

C) If the location is regularly used by programs serving children age 12 or younger (e.g. afterschool
locations, summer camp), in addition to the standards above, products:
• Should not be caffeinated
• Should be ≤ 10 calories per 8 oz

2) Calorie labeling:
A) Every machine must display the total calorie content for each item, as sold, clearly and
conspicuously, adjacent or in close proximity so as to be clearly associated with the item, using a
font and format that is at least as prominent, in size and appearance, as that used to post either the
name or price of the beverage where it can be seen before the consumer presses the button to
choose the beverage. Existing nutrition labeling on the beverages does not meet this requirement.
The City will have sole discretion regarding the display of calorie information. (adapted from HC
§81.50)

3) Promotional space:
A) Promotional space on the vending machines (i.e. sides, front graphic panel, etc.) including but not
limited to the language and graphics, if used, is subject to the approval of the City in its sole
discretion and must be used only to promote healthy beverage choices (≤ 25 calories per 8 oz)
and/or healthy activities.
Note that New York City beverage vending standards may be revised or updated in the future. Vendors will have time to come into compliance with any
changes.

1
Unless otherwise approved by the City, in its sole discretion in writing, water for the purposes of these Standards shall mean bottled water that is intended
for human consumption, that contains 0 calories per 8 oz, and contains no added flavor, color, or sweeteners of any kind. Any product containing water
modified with added flavors, colors or sweeteners or with calories in excess of 0 calories per 8 oz shall not be considered water for the purposes of these
Standards.
2
If drinking water is free and readily available in the same vicinity (must be on the same floor) as a beverage vending machine, agencies can substitute
seltzer for the mandatory 2 columns (or “buttons”) of bottled water. Seltzer is defined as water naturally or artificially impregnated with mineral salts or
gasses, having 0 calories per 8 oz and no artificial sweeteners.
3
However, because machines have different display arrangements, the City will have sole discretion to approve all product display and placement.
4
For the purposes of these Standards, seltzer is defined as water naturally or artificially impregnated with mineral salts or gasses, having 0 calories per 8
oz and no artificial sweeteners.

November 2010 Page 2 of 3

 Guidance for the Application of the Adult and Children’s Standards

Beverage vending machines within City Facilities* may serve an array of customers including: the general
public; employees of the City of New York; participants in City programs for youth (school students,
participants in afterschool programs); participants in City programs for adults; and others. The Children’s
Standards will be applied based on the type of programming that takes place in the facility in which a
machine is located.

Adult Standards
City Facilities* that cater to adults and do not have programming for children should follow the Adult
Standards. Examples include office space occupied by City agencies, police precincts, senior centers and
shelter facilities for adults.

City Facilities* that are open to the general public but have no specific programming of any kind, such as gas
stations, are subject to the Adult Standards.

Any portion of a youth facility which is intended for use exclusively by adults, and where youth are not
generally permitted to enter, are subject to the Adult Standards. For example, teachers lounges within
schools or the administrative offices of a community center are subject to the Adult Standards

Children’s Standards
Any City Facility* where there is programming specifically for children, such as schools, community centers,
park facilities, other spaces that regularly host Out-of-School Time (OST) programs, and athletic facilities that
are used by school teams, are subject to the Children’s Standards. For example, a community center that
has programs for youth on weekday afternoons and adults in the evenings is subject to the Children’s
Standards.

Children age 18 and under Beverage Standards (High School) should be used by facilities that
have programming only for high school aged children.

Children age 12 or under Beverage Standards should be used by facilities that have regular
programming for children 12 and under. Facilities that serve children of all ages should use this
standard. So, if a facility serves children age 6–18, it is subject to these standards.

*A City Facility is a property, building, or a discrete portion of a property or building, that is owned, rented, or
otherwise controlled by the City or occupied by a City funded program.

November 2010 Page 3 of 3

 New York City Food Standards
Part III: Standards for Food Vending Machines

The Standards for Food Vending Machines were enacted December of 2011, pursuant to Executive
Order 122. These Standards apply to all types of food vending machines including non-refrigerated
“snack” and refrigerated machines. Follow these standards to make vending machine choices healthier
for employees and visitors.

Snack Standards

Snacking in excess can lead to weight gain. Snacks, when consumed, should add healthy nutrients to
the overall diet and help curb hunger.

1) Require that snacks meet all of the following criteria, per package:

• Calories: no more than 200 calories

• Total fat: no more than 7 grams

Nuts, seeds, nut butters and cheese are exempt

Combination products of dried fruit and nuts are exempt
• Saturated fat: no more than 2 grams

Nuts, seeds, nut butters and cheese are exempt
• Trans fat: 0 grams trans fat
• Sodium: no more than 200 mg

Cottage cheese: no more than 400 mg
• Sugar: no more than 10 grams

Fruit and vegetable products with no added sugar are exempt

Yogurt: no more than 30 grams sugar per 8 ounces
• Contain at least 2 grams of fiber, if product is grain/potato-based (e.g. granola bars, crackers,
pretzels, cookies, chips)

2) Limit grain/potato-based snacks (includes similar products, such as corn, plantain and taro chips) to
no more than 50% of food items in machine.

3) Require that calorie information is posted for each food item, as packaged.

For more information, please contact: nycfoodstandards@health.nyc.gov

December 2011
Meal Standards

Meal items include salads, sandwiches, burritos, and combination packaged items such as tuna lunch
kits. Breakfast breads and pastries must meet the snack standards.

1) Require each meal meet all of the following criteria:

• Calories: no more than 700 calories (all items ≤ 200 calories must follow snack standards)
• Total fat: no more than 35% of calories

Salads: no more than 60% of calories
• Saturated fat: no more than 10% of calories

Salads: no more than 20% of calories
• Trans fat: 0 grams trans fat
• Sodium: no more than 800 mg

Soup: no more than 480 mg per 8 ounces
• Sugar: no more than 35% of calories

2) Refrigerated machines must stock fresh fruit and vegetable items.

3) Require that calorie information is posted for each food item, as packaged.

Standards for Children

For vending locations regularly used by children age 18 and under, all standards described above apply
and the following additional criteria must be met:

• Products may not contain artificial flavors, artificial colors, artificial sweeteners, or other non-
nutritive sweeteners (e.g. stevia, erythritol).

December 2011
Appendix A January 2018 Final

APPENDIX A
(PBS)

GENERAL PROVISIONS GOVERNING CONTRACTS FOR

CONSULTANTS, PROFESSIONAL, TECHNICAL, HUMAN, AND CLIENT SERVICES

ARTICLE 1 - DEFINITIONS ........................................................................................................................................ 1

Section 1.01 Definitions .................................................................................................................................... 1

ARTICLE 2 – REPRESENTATIONS, WARRANTIES, CERTIFICATIONS, AND DISCLOSURES ........................................... 2

Section 2.01 Procurement of Agreement .......................................................................................................... 2

Section 2.02 Conflicts of Interest ...................................................................................................................... 2
Section 2.03 Certification Relating to Fair Practices .......................................................................................... 3
Section 2.04 Disclosures Relating to Vendor Responsibility .............................................................................. 3
Section 2.05 Disclosure Relating to Bankruptcy and Reorganization ................................................................ 3
Section 2.06 Authority to Execute Agreement ................................................................................................... 4

ARTICLE 3 - ASSIGNMENT AND SUBCONTRACTING ................................................................................................ 4

Section 3.01 Assignment................................................................................................................................... 4

Section 3.02 Subcontracting ............................................................................................................................. 5

ARTICLE 4 - LABOR PROVISIONS ............................................................................................................................. 7

Section 4.01 Independent Contractor Status ..................................................................................................... 7

Section 4.02 Employees and Subcontractors ..................................................................................................... 8
Section 4.03 Removal of Individuals Performing Work ..................................................................................... 8
Section 4.04 Minimum Wage; Living Wage ...................................................................................................... 9
Section 4.05 Non-Discrimination in Employment ............................................................................................ 11
Section 4.06 Paid Sick Leave Law .................................................................................................................... 14
Section 4.07 Whistleblower Protection Expansion Act .................................................................................... 18

ARTICLE 5 - RECORDS, AUDITS, REPORTS, AND INVESTIGATIONS ......................................................................... 20

Section 5.01 Books and Records ..................................................................................................................... 20

Section 5.02 Retention of Records .................................................................................................................. 20
Section 5.03 Inspection ................................................................................................................................... 20
Section 5.04 Audit .......................................................................................................................................... 21
Section 5.05 No Removal of Records from Premises ....................................................................................... 21
Appendix A January 2018 Final

Section 5.06 Electronic Records ...................................................................................................................... 22

Section 5.07 Investigations Clause .................................................................................................................. 22
Section 5.08 Confidentiality ............................................................................................................................ 24

ARTICLE 6 - COPYRIGHTS, PATENTS, INVENTIONS, AND ANTITRUST .................................................................... 26

Section 6.01 Copyrights and Ownership of Work Product ............................................................................... 26

Section 6.02 Patents and Inventions ............................................................................................................... 27
Section 6.03 Pre-existing Rights...................................................................................................................... 27
Section 6.04 Antitrust ..................................................................................................................................... 27

Article 7 - INSURANCE .......................................................................................................................................... 28

Section 7.01 Agreement to Insure ................................................................................................................... 28

Section 7.02 Workers’ Compensation, Disability Benefits, and Employers’ Liability Insurance ........................ 28
Section 7.03 Other Insurance .......................................................................................................................... 29
Section 7.04 General Requirements for Insurance Coverage and Policies ....................................................... 30
Section 7.05 Proof of Insurance ...................................................................................................................... 31
Section 7.06 Miscellaneous ............................................................................................................................. 32

Article 8 - PROTECTION OF PERSONS AND PROPERTY AND INDEMNIFICATION ................................................... 33

Section 8.01 Reasonable Precautions ............................................................................................................. 33

Section 8.02 Protection of City Property ......................................................................................................... 33
Section 8.03 Indemnification .......................................................................................................................... 33
Section 8.04 Infringement Indemnification ..................................................................................................... 33
Section 8.05 Indemnification Obligations Not Limited By Insurance Obligation .............................................. 34
Section 8.06 Actions By or Against Third Parties ............................................................................................. 34
Section 8.07 Withholding of Payments ........................................................................................................... 34
Section 8.08 No Third Party Rights ................................................................................................................. 35

ARTICLE 9 - CONTRACT CHANGES ........................................................................................................................ 35

Section 9.01 Contract Changes ....................................................................................................................... 35

Section 9.02 Changes Through Fault of Contractor ......................................................................................... 35

ARTICLE 10 - TERMINATION, DEFAULT, REDUCTIONS IN FUNDING, AND LIQUIDATED DAMAGES ........................ 35

Section 10.01 Termination by the City Without Cause .................................................................................... 35

Section 10.02 Reductions in Federal, State, and/or City Funding .................................................................... 36
Section 10.03 Contractor Default .................................................................................................................... 37

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Appendix A January 2018 Final

Section 10.04 Force Majeure .......................................................................................................................... 38

Section 10.05 Procedures for Termination ...................................................................................................... 39
Section 10.06 Miscellaneous Provisions .......................................................................................................... 40
Section 10.07 Liquidated Damages .................................................................................................................. 40

Article 11 - PROMPT PAYMENT AND ELECTRONIC FUNDS TRANSFER ................................................................... 41

Section 11.01 Prompt Payment ...................................................................................................................... 41

Section 11.02 Electronic Funds Transfer .......................................................................................................... 41

Article 12 - CLAIMS .............................................................................................................................................. 42

Section 12.01 Choice of Law ........................................................................................................................... 42

Section 12.02 Jurisdiction and Venue .............................................................................................................. 42
Section 12.03 Resolution of Disputes .............................................................................................................. 42
Section 12.04 Claims and Actions ................................................................................................................... 47
Section 12.05 No Claim Against Officials, Agents, or Employees ..................................................................... 47
Section 12.06 General Release ........................................................................................................................ 47
Section 12.07 No Waiver ................................................................................................................................ 48

ARTICLE 13 - APPLICABLE LAWS ........................................................................................................................... 48

Section 13.01 PPB Rules .................................................................................................................................. 48

Section 13.02 All Legal Provisions Deemed Included ....................................................................................... 48
Section 13.03 Severability / Unlawful Provisions Deemed Stricken ................................................................. 48
Section 13.04 Compliance With Laws ............................................................................................................. 48
Section 13.05 Unlawful Discrimination in the Provision of Services ................................................................ 48
Section 13.06 Americans with Disabilities Act (ADA) ...................................................................................... 49
Section 13.07 Voter Registration .................................................................................................................... 50
Section 13.08 Political Activity ........................................................................................................................ 53
Section 13.09 Religious Activity ...................................................................................................................... 53
Section 13.10 Participation in an International Boycott .................................................................................. 53
Section 13.11 MacBride Principles .................................................................................................................. 53
Section 13.12 Access to Public Health Insurance Coverage Information.......................................................... 54
Section 13.13 Distribution of Personal Identification Materials ...................................................................... 55

Article 14 - MISCELLANEOUS PROVISIONS ........................................................................................................... 56

Section 14.01 Conditions Precedent ................................................................................................................ 56

Section 14.02 Merger ..................................................................................................................................... 56

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Appendix A January 2018 Final

Section 14.03 Headings .................................................................................................................................. 56

Section 14.04 Notice ....................................................................................................................................... 56

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Appendix A January 2018 Final

ARTICLE 1 - DEFINITIONS

Section 1.01 Definitions

The following words and expressions, or pronouns used in their stead, shall, wherever
they appear in this Agreement, be construed as follows, unless a different meaning is clear from
the context:

A. “Agency Chief Contracting Officer” or “ACCO” means the position delegated

authority by the Agency Head to organize and supervise the procurement activity of subordinate
Agency staff in conjunction with the City Chief Procurement Officer.

B. “Agreement” means the various documents, including this Appendix A, that

constitute the contract between the Contractor and the City.

C. “City” means the City of New York.

D. “City Chief Procurement Officer” or “CCPO” means the position delegated

authority by the Mayor to coordinate and oversee the procurement activity of Mayoral agency
staff, including the ACCOs.

E. “Commissioner” or “Agency Head” means the head of the Department or his or

her duly authorized representative. The term “duly authorized representative” shall include any
person or persons acting within the limits of his or her authority.

F. “Comptroller” means the Comptroller of the City of New York.

G. “Contractor” means the entity entering into this Agreement with the City.

H. “Days” means calendar days unless otherwise specifically noted to mean business
days.

I. “Department” or “Agency” means the City agency or office through which the
City has entered into this Agreement.

J. “Law” or “Laws” means the New York City Charter (“Charter”), the New York
City Administrative Code (“Admin. Code”), a local rule of the City of New York, the
Constitutions of the United States and the State of New York, a statute of the United States or of
the State of New York and any ordinance, rule or regulation having the force of law and adopted
pursuant thereto, as amended, and common law.

K. “Procurement Policy Board” or “PPB” means the board established pursuant to

Charter § 311 whose function is to establish comprehensive and consistent procurement policies
and rules that have broad application throughout the City.
Appendix A January 2018 Final

L. “PPB Rules” means the rules of the Procurement Policy Board as set forth in Title
9 of the Rules of the City of New York (“RCNY”), § 1-01 et seq.

M. “SBS” means the New York City Department of Small Business Services.

N. “State” means the State of New York.

ARTICLE 2 – REPRESENTATIONS, WARRANTIES, CERTIFICATIONS, AND

DISCLOSURES

Section 2.01 Procurement of Agreement

A. The Contractor represents and warrants that, with respect to securing or soliciting
this Agreement, the Contractor is in compliance with the requirements of the New York State
Lobbying Law (Legislative Law §§ 1-a et seq.). The Contractor makes such representation and
warranty to induce the City to enter into this Agreement and the City relies upon such
representation and warranty in the execution of this Agreement.

B. For any breach or violation of the representation and warranty set forth in
Paragraph A above, the Commissioner shall have the right to annul this Agreement without
liability, entitling the City to recover all monies paid to the Contractor; and the Contractor shall
not make claim for, or be entitled to recover, any sum or sums due under this Agreement. The
rights and remedies of the City provided in this Section 2.01(B) are not exclusive and are in
addition to all other rights and remedies allowed by Law or under this Agreement.

Section 2.02 Conflicts of Interest

A. The Contractor represents and warrants that neither it nor any of its directors,
officers, members, partners or employees, has any interest nor shall they acquire any interest,
directly or indirectly, which conflicts in any manner or degree with the performance of this
Agreement. The Contractor further represents and warrants that no person having such interest or
possible interest shall be employed by or connected with the Contractor in the performance of
this Agreement.

B. Consistent with Charter § 2604 and other related provisions of the Charter, the
Admin. Code and the New York State Penal Law, no elected official or other officer or employee
of the City, nor any person whose salary is payable, in whole or in part, from the City Treasury,
shall participate in any decision relating to this Agreement which affects his or her personal
interest or the interest of any corporation, partnership or other entity in which he or she is,
directly or indirectly, interested; nor shall any such official, officer, employee, or person have
any interest in, or in the proceeds of, this Agreement. This Section 2.02(B) shall not prevent
directors, officers, members, partners, or employees of the Contractor from participating in
decisions relating to this Agreement where their sole personal interest is in the Contractor.

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Appendix A January 2018 Final

C. The Contractor shall not employ a person or permit a person to serve as a member
of the Board of Directors or as an officer of the Contractor if such employment or service would
violate Chapter 68 of the Charter.

Section 2.03 Certification Relating to Fair Practices

A. The Contractor and each person signing on its behalf certifies, under penalties of
perjury, that to the best of its, his or her knowledge and belief:

1. The prices and other material terms set forth in this Agreement have been
arrived at independently, without collusion, consultation, communication, or agreement
with any other bidder or proposer or with any competitor as to any matter relating to such
prices or terms for the purpose of restricting competition;

2. Unless otherwise required by Law or where a schedule of rates or prices is

uniformly established by a government agency through regulation, policy, or directive,
the prices and other material terms set forth in this Agreement that have been quoted in
this Agreement and on the bid or proposal submitted by the Contractor have not been
knowingly disclosed by the Contractor, directly or indirectly, to any other bidder or
proposer or to any competitor prior to the bid or proposal opening; and

3. No attempt has been made or will be made by the Contractor to induce any
other person or entity to submit or not to submit a bid or proposal for the purpose of
restricting competition.

B. The fact that the Contractor (i) has published price lists, rates, or tariffs covering
items being procured, (ii) has informed prospective customers of proposed or pending
publication of new or revised price lists for such items, or (iii) has sold the same items to other
customers at the same prices and/or terms being bid or proposed, does not constitute, without
more, a disclosure within the meaning of this Section 2.03.

Section 2.04 Disclosures Relating to Vendor Responsibility

The Contractor represents and warrants that it has duly executed and filed all disclosures
as applicable, in accordance with Admin. Code § 6-116.2, PPB Rule § 2-08, and the policies and
procedures of the Mayor’s Office of Contract Services. The Contractor acknowledges that the
Department’s reliance on the completeness and veracity of the information stated therein is a
material condition to the execution of this Agreement, and the Contractor represents and
warrants that the information it and its principals have provided is accurate and complete.

Section 2.05 Disclosure Relating to Bankruptcy and Reorganization

If the Contractor files for bankruptcy or reorganization under Chapter Seven or Chapter
Eleven of the United States Bankruptcy Code, the Contractor shall disclose such action to the
Department within seven days of filing.

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Appendix A January 2018 Final

Section 2.06 Authority to Execute Agreement

The Contractor represents and warrants that: (i) its execution, delivery and performance
of this Agreement have been duly authorized by all necessary corporate action on its part; (ii) it
has all necessary power and authority to execute, deliver and perform its obligations under this
Agreement; and (iii) once executed and delivered, this Agreement will constitute its legal, valid
and binding obligation, enforceable in accordance with its terms.

ARTICLE 3 - ASSIGNMENT AND SUBCONTRACTING

Section 3.01 Assignment

A. The Contractor shall not assign, transfer, convey, or otherwise dispose of this
Agreement, or the right to execute it, or the right, title, or interest in or to it or any part of it, or
assign, by power of attorney or otherwise, any of the monies due or to become due under this
Agreement, without the prior written consent of the Commissioner. The giving of any such
consent to a particular assignment shall not dispense with the necessity of such consent to any
further or other assignments. Any such assignment, transfer, conveyance, or other disposition
without such written consent shall be void.

B. Before entering into any such assignment, transfer, conveyance, or other disposal
of this Agreement, the Contractor shall submit a written request for approval to the Department
giving the name and address of the proposed assignee. The proposed assignee’s disclosure that is
required by PPB Rule § 2-08(e) must be submitted within 30 Days after the ACCO has granted
preliminary written approval of the proposed assignee, if required. Upon the request of the
Department, the Contractor shall provide any other information demonstrating that the proposed
assignee has the necessary facilities, skill, integrity, past experience, and financial resources to
perform the specified services in accordance with the terms and conditions of this Agreement.
The Department shall make a final determination in writing approving or disapproving the
assignee after receiving all requested information.

C. Failure to obtain the prior written consent to such an assignment, transfer,

conveyance, or other disposition may result in the revocation and annulment of this Agreement,
at the option of the Commissioner. The City shall thereupon be relieved and discharged from any
further liability and obligation to the Contractor, its assignees, or transferees, who shall forfeit all
monies earned under this Agreement, except so much as may be necessary to pay the
Contractor’s employees.

D. The provisions of this Section 3.01 shall not hinder, prevent, or affect an
assignment by the Contractor for the benefit of its creditors made pursuant to the Laws of the
State.

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Appendix A January 2018 Final

E. This Agreement may be assigned, in whole or in part, by the City to any

corporation, agency, or instrumentality having authority to accept such assignment. The City
shall provide the Contractor with written notice of any such assignment.

Section 3.02 Subcontracting

A. In accordance with PPB Rule § 4-13, all subcontractors must be approved by the
Department prior to commencing work under a subcontract.

1. Approval when subcontract is $20,000 or less. The Department hereby

grants approval for all subcontractors providing services covered by this Agreement
pursuant to a subcontract in an amount that does not exceed $20,000.00. The Contractor
must submit monthly reports to the Department listing all such subcontractors and shall
list the subcontractor in the City’s Payee Information Portal (www.nyc.gov/pip).

2. Approval when subcontract is greater than $20,000.

a. The Contractor shall not enter into any subcontract for an amount greater
than $20,000.00 without the prior approval by the Department of the
subcontractor.

b. Prior to entering into any subcontract for an amount greater than

$20,000.00, the Contractor shall submit a written request for the approval of the
proposed subcontractor to the Department giving the name and address of the
proposed subcontractor, the portion of the work and materials that it is to perform
and furnish, and the estimated cost of the subcontract. If the subcontractor is
providing professional services under this Agreement for which professional
liability insurance or errors and omissions insurance is reasonably commercially
available, the Contractor shall submit proof of professional liability insurance in
the amount required by Article 7. In addition, the Contractor shall list the
proposed subcontractor in the City’s Payee Information Portal (www.nyc.gov/pip)
and provide the following information: maximum subcontract value, description
of subcontractor work, start and end date of the subcontract, and the
subcontractor’s industry.1

c. Upon receipt the information required above, the Department in its

discretion may grant or deny preliminary approval for the Contractor to contract
with the subcontractor.

1
Assistance establishing a Payee Information Portal account and using the system may be obtained
by emailing the Financial Information Services Agency Help Desk at pip@fisa.nyc.gov.

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Appendix A January 2018 Final

d. The Department shall notify the Contractor within 30 Days whether

preliminary approval has been granted. If preliminary approval is granted, the
Contractor shall provide such documentation as may be requested by the
Department to show that the proposed subcontractor has the necessary facilities,
skill, integrity, past experience and financial resources to perform the required
work, including, the proposed subcontract and/or any of the items listed in PPB
Rule 4-13(d)(3).

e. Upon receipt of all relevant documentation, the Department shall notify the
Contractor in writing whether the proposed subcontractor is approved. If the
proposed subcontractor is not approved, the Contractor may submit another
proposed subcontractor unless the Contractor decides to do the work. No
subcontractor shall be permitted to perform work unless approved by the
Department.

f. For proposed subcontracts that do not exceed $25,000.00, the Department’s

approval shall be deemed granted if the Department does not issue a written
approval or disapproval within 45 Days of the Department’s receipt of the written
request for approval or, if PPB Rule 2-08(e) is applicable, within 45 Days of the
Department’s acknowledged receipt of fully completed disclosures for the
subcontractor.

B. All subcontracts must be in writing. All subcontracts shall contain provisions

specifying that:

1. The work performed by the subcontractor must be in accordance with the

terms of the Agreement between the City and the Contractor;

2. Nothing contained in the agreement between the Contractor and the

subcontractor shall impair the rights of the City;

3. Nothing contained in the agreement between the Contractor and the

subcontractor, or under the Agreement between the City and the Contractor, shall create
any contractual relation between the subcontractor and the City; and

4. The subcontractor specifically agrees to be bound by Section 4.05(D) and

Article 5 of this Appendix A and specifically agrees that the City may enforce such
provisions directly against the subcontractor as if the City were a party to the subcontract.

C. The Contractor agrees that it is as fully responsible to the Department for the acts
and omissions of its subcontractors and of persons either directly or indirectly employed by such
subcontractors as it is for the acts and omissions of any person directly employed by it.

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Appendix A January 2018 Final

D. For determining the value of a subcontract, all subcontracts with the same
subcontractor shall be aggregated.

E. The Department may revoke the approval of a subcontractor granted or deemed

granted pursuant to Section 3.02(A) if revocation is deemed to be in the interest of the City in
writing on no less than 10 Days’ notice unless a shorter period is warranted by considerations of
health, safety, integrity issues, or other similar factors. Upon the effective date of such
revocation, the Contractor shall cause the subcontractor to cease all work under the Agreement.
The City shall not incur any further obligation for services performed by such subcontractor
pursuant to this Agreement beyond the effective date of the revocation. The City shall pay for
services provided by the subcontractor in accordance with this Agreement prior to the effective
date of revocation.

F. The Department’s approval of a subcontractor shall not relieve the Contractor of

any of its responsibilities, duties, and liabilities under this Agreement. At the request of the
Department, the Contractor shall provide the Department a copy of any subcontract.

G. Individual employer-employee contracts are not subcontracts subject to the

requirements of this Section 3.02.

H. The Contractor shall report in the City’s Payee Information Portal payments made
to each subcontractor within 30 days of making the payment. If any of the information provided
in accordance with Section 3.02(A)(2)(b) changes during the term of this Agreement, the
Contractor shall update the information in such Portal accordingly. Failure of the Contractor to
list a subcontractor and/or to report subcontractor payments in a timely fashion may result in the
Department declaring the Contractor in default of the Agreement and will subject Contractor to
liquidated damages in the amount of $100 per day for each day that the Contractor fails to
identify a subcontractor along with the required information about the subcontractor and/or fails
to report payments to a subcontractor, beyond the time frames set forth herein or in the notice
from the City.

ARTICLE 4 - LABOR PROVISIONS

Section 4.01 Independent Contractor Status

The Contractor and the City agree that the Contractor is an independent contractor and
not an employee, subsidiary, affiliate, division, department, agency, office, or unit of the City.
Accordingly, the Contractor and its employees, officers, and agents shall not, by reason of this
Agreement or any performance pursuant to or in connection with this Agreement, assert the
existence of any relationship or status on the part of the Contractor, with respect to the City, that
differs from or is inconsistent with that of an independent contractor.

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Appendix A January 2018 Final

Section 4.02 Employees and Subcontractors

All persons who are employed by the Contractor and all the Contractor’s subcontractors
(including without limitation, consultants and independent contractors) that are retained to
perform services under or in connection with this Agreement are neither employees of the City
nor under contract with the City. The Contractor, and not the City, is responsible for their work,
direction, compensation, and personal conduct while the Contractor is engaged under this
Agreement. Nothing in this Agreement, and no entity or person’s performance pursuant to or in
connection with this Agreement, shall create any relationship between the City and the
Contractor’s employees, agents, subcontractors, or subcontractor’s employees or agents
(including without limitation, a contractual relationship, employer-employee relationship, or
quasi-employer/quasi-employee relationship) or impose any liability or duty on the City (i) for or
on account of the acts, omissions, liabilities, rights or obligations of the Contractor, its
employees or agents, its subcontractors, or its subcontractor’s employees or agents (including
without limitation, obligations set forth in any collective bargaining agreement); or (ii) for taxes
of any nature; or (iii) for any right or benefit applicable to an official or employee of the City or
to any officer, agent, or employee of the Contractor or any other entity (including without
limitation, Workers’ Compensation coverage, Employers’ Liability coverage, Disability Benefits
coverage, Unemployment Insurance benefits, Social Security coverage, employee health and
welfare benefits or employee retirement benefits, membership or credit). The Contractor and its
employees, officers, and agents shall not, by reason of this Agreement or any performance
pursuant to or in connection with this Agreement, (i) hold themselves out as, or claim to be,
officials or employees of the City, including any department, agency, office, or unit of the City,
or (ii) make or support in any way on behalf of or for the benefit of the Contractor, its
employees, officers, or agents any demand, application, or claim upon or against the City for any
right or benefit applicable to an official or employee of the City or to any officer, agent, or
employee of the Contractor or any other entity. Except as specifically stated in this Agreement,
nothing in the Agreement and no performance pursuant to or in connection with the Agreement
shall impose any liability or duty on the City to any person or entity whatsoever.

Section 4.03 Removal of Individuals Performing Work

The Contractor shall not have anyone perform work under this Agreement who is not
competent, faithful, and skilled in the work for which he or she shall be employed. Whenever the
Commissioner shall inform the Contractor, in writing, that any individual is, in his or her
opinion, incompetent, unfaithful, or unskilled, such individual shall no longer perform work
under this Agreement. Prior to making a determination to direct a Contractor that an individual
shall no longer perform work under this Agreement, the Commissioner shall provide the
Contractor an opportunity to be heard on no less than five Days’ written notice. The
Commissioner may direct the Contractor to prohibit the individual from performing work under
the Agreement pending the opportunity to be heard and the Commissioner’s determination.

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Appendix A January 2018 Final

Section 4.04 Minimum Wage; Living Wage

A. Except for those employees whose minimum wage is required to be fixed in

accordance with N.Y. Labor Law §§ 220 or 230 or by Admin. Code § 6-109, all persons
employed by the Contractor in the performance of this Agreement shall be paid, without
subsequent deduction or rebate, unless expressly authorized by Law, not less than the minimum
wage as prescribed by Law. Any breach of this Section 4.04 shall be deemed a material breach of
this Agreement.

B. If this Agreement involves the provision of homecare services, day care services,
head start services, services to persons with cerebral palsy, building services, food services, or
temporary services, as those services are defined in Admin. Code § 6-109 (“Section 6-109”), in
accordance with Section 6-109, the Contractor agrees as follows:

1. The Contractor shall comply with the requirements of Section 6-109,

including, where applicable, the payment of either a prevailing wage or a living wage, as
those terms are defined in Section 6-109.

2. The Contractor shall not retaliate, discharge, demote, suspend, take

adverse employment action in the terms and conditions of employment or otherwise
discriminate against any employee for reporting or asserting a violation of Section 6-109,
for seeking or communicating information regarding rights conferred by Section 6-109,
for exercising any other rights protected under Section 6-109, or for participating in any
investigatory or court proceeding relating to Section 6-109. This protection shall also
apply to any employee or his or her representative who in good faith alleges a violation of
Section 6-109, or who seeks or communicates information regarding rights conferred by
Section 6-109 in circumstances where he or she in good faith believes it applies.

3. The Contractor shall maintain original payroll records for each of its
covered employees reflecting the days and hours worked on contracts, projects, or
assignments that are subject to the requirements of Section 6-109, and the wages paid and
benefits provided for such hours worked. The Contractor shall maintain these records for
the duration of the term of this Agreement and shall retain them for a period of four years
after completion of this Agreement. For contracts involving building services, food
services, or temporary services, the Contractor shall submit copies of payroll records,
certified by the Contractor under penalty of perjury to be true and accurate, to the
Department with every requisition for payment. For contracts involving homecare, day
care, head start or services to persons with cerebral palsy, the Contractor shall submit
either certified payroll records or categorical information about the wages, benefits, and
job classifications of covered employees of the Contractor, and of any subcontractors,
which shall be the substantial equivalent of the information required in Section 6-
109(2)(a)(iii).

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Appendix A January 2018 Final

4. The Contractor and all subcontractors shall pay all covered employees by
check and shall provide employees check stubs or other documentation at least once each
month containing information sufficient to document compliance with the requirements
of the Living Wage Law concerning living wages, prevailing wages, supplements, and
health benefits. In addition, if this Agreement is for an amount greater than
$1,000,000.00, checks issued by the Contractor to covered employees shall be generated
by a payroll service or automated payroll system (an in-house system may be used if
approved by the Department). For any subcontract for an amount greater than
$750,000.00, checks issued by a subcontractor to covered employees shall be generated
by a payroll service or automated payroll system (an in-house system may be used if
approved by the Department).

5. The Department will provide written notices to the Contractor, prepared

by the Comptroller, detailing the wages, benefits, and other protections to which covered
employees are entitled under Section 6-109. Such notices will be provided in English,
Spanish and other languages spoken by ten percent or more of a covered employer’s
covered employees. Throughout the term of this Agreement, the Contractor shall post in a
prominent and accessible place at every work site and provide each covered employee a
copy of the written notices provided by the Department. The Contractor shall provide the
notices to its subcontractors and require them to be posted and provided to each covered
employee.

6. The Contractor shall ensure that its subcontractors comply with the
requirements of Section 6-109, and shall provide written notification to its subcontractors
of those requirements. All subcontracts made by the Contractor shall be in writing and
shall include provisions relating to the wages, supplements, and health benefits required
by Section 6-109. No work may be performed by a subcontractor employing covered
employees prior to the Contractor entering into a written subcontract with the
subcontractor.

7. Each year throughout the term of the Agreement and whenever requesting
the Department’s approval of a subcontractor, the Contractor shall submit to the
Department an updated certification, as required by Section 6-109 and in the form of the
certification attached to this Agreement, identifying any changes to the current
certification.

8. Failure to comply with the requirements of Section 6-109 may, in the

discretion of the Department, constitute a material breach by the Contractor of the terms
of this Agreement. If the Contractor and/or subcontractor receives written notice of such
a breach and fails to cure such breach within 30 Days, the City shall have the right to
pursue any rights or remedies available under this Agreement or under applicable law,
including termination of the Agreement. If the Contractor fails to perform in accordance
with any of the requirements of Section 6-109 and fails to cure such failure in accordance
with the preceding sentence, and there is a continued need for the service, the City may
obtain from another source the required service as specified in the original Agreement, or

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Appendix A January 2018 Final

any part thereof, and may charge the Contractor for any difference in price resulting from
the alternative arrangements, and may, as appropriate, invoke such other sanctions as are
available under the Agreement and applicable law. In addition, the Contractor agrees to
pay for all costs incurred by the City in enforcing the requirements of Section 6-109,
including the cost of any investigation conducted by or on behalf of the Department or
the Comptroller, where the City discovers that the Contractor or its subcontractor(s)
failed to comply with the requirements of this Section 4.04(B) or of Section 6-109. The
Contractor also agrees, that should it fail or refuse to pay for any such investigation, the
Department is hereby authorized to deduct from a Contractor‘s account an amount equal
to the cost of such investigation.

Section 4.05 Non-Discrimination in Employment

A. General Prohibition. To the extent required by law, the Contractor shall not
unlawfully discriminate against any employee or applicant for employment because of actual or
perceived age, religion, religious practice, creed, sex, gender, gender identity or gender
expression, sexual orientation, status as a victim of domestic violence, stalking, and sex offenses,
familial status, partnership status, marital status, caregiver status, pregnancy, childbirth or related
medical condition, disability, presence of a service animal, predisposing genetic characteristics,
race, color, national origin (including ancestry), alienage, citizenship status, political activities or
recreational activities as defined in N.Y. Labor Law 201-d, arrest or conviction record, credit
history, military status, uniformed service, unemployment status, salary history, or any other
protected class of individuals as defined by City, State or Federal laws, rules or regulations. The
Contractor shall comply with all statutory and regulatory obligations to provide reasonable
accommodations to individuals with disabilities, due to pregnancy, childbirth, or a related
medical condition, due to status as a victim of domestic violence, stalking, or sex offenses, or
due to religion.

B. N.Y. Labor Law § 220-e. If this Agreement is 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, the Contractor agrees, as required by N.Y. Labor Law § 220-e,
that:

1. In the hiring of employees for the performance of work under this

Agreement or any subcontract hereunder, neither the Contractor, subcontractor, nor any
person acting on behalf of such Contractor or subcontractor, shall by reason of race,
creed, color, disability, sex or national origin discriminate against any citizen of the State
of New York who is qualified and available to perform the work to which the
employment relates;

2. Neither the Contractor, subcontractor, nor any person on his or her behalf
shall, in any manner, discriminate against or intimidate any employee hired for the
performance of work under this Agreement on account of race, creed, color, disability,
sex or national origin;

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Appendix A January 2018 Final

3. There may be deducted from the amount payable to the Contractor by the
City under this Agreement a penalty of $50.00 for each person for each calendar day
during which such person was discriminated against or intimidated in violation of the
provisions of this Agreement; and

4. This Agreement may be terminated by the City, and all monies due or to
become due hereunder may be forfeited, for a second or any subsequent violation of the
terms or conditions of this Section 4.05.

The provisions of this Section 4.05(B) shall be limited to operations performed within the
territorial limits of the State of New York.

C. Admin. Code § 6-108. If this Agreement is for the construction, alteration or

repair of buildings or the construction or repair of streets or highways, or for the manufacture,
sale, or distribution of materials, equipment or supplies, the Contractor agrees, as required by
Admin. Code § 6-108, that:

1. It shall be unlawful for any person engaged in the construction, alteration

or repair of buildings or engaged in the construction or repair of streets or highways
pursuant to a contract with the City or engaged in the manufacture, sale or distribution of
materials, equipment or supplies pursuant to a contract with the City to refuse to employ
or to refuse to continue in any employment any person on account of the race, color or
creed of such person.

2. It shall be unlawful for any person or any servant, agent or employee of

any person, described in Section 4.05(C)(1) above, to ask, indicate or transmit, orally or
in writing, directly or indirectly, the race, color, creed or religious affiliation of any
person employed or seeking employment from such person, firm or corporation.
Breach of the foregoing provisions shall be deemed a breach of a material provision of this
Agreement.

Any person, or the employee, manager or owner of or officer of such firm or corporation who
shall violate any of the provisions of this Section 4.05(C) shall, upon conviction thereof, be
punished by a fine of not more than $100.00 or by imprisonment for not more than 30 Days, or
both.

D. E.O. 50 -- Equal Employment Opportunity

1. This Agreement is subject to the requirements of City Executive Order

No. 50 (1980) (“E.O. 50”), as revised, and the rules set forth at 66 RCNY §§ 10-01 et
seq. No agreement will be awarded unless and until these requirements have been
complied with in their entirety. The Contractor agrees that it:

a. Will not discriminate unlawfully against any employee or applicant for

employment because of race, creed, color, national origin, sex, age, disability,

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Appendix A January 2018 Final

marital status, sexual orientation or citizenship status with respect to all

employment decisions including, but not limited to, recruitment, hiring,
upgrading, demotion, downgrading, transfer, training, rates of pay or other forms
of compensation, layoff, termination, and all other terms and conditions of
employment;

b. Will not discriminate unlawfully in the selection of subcontractors on the

basis of the owners’, partners’ or shareholders’ race, color, creed, national origin,
sex, age, disability, marital status, sexual orientation, or citizenship status;

c. Will state in all solicitations or advertisements for employees placed by or

on behalf of the Contractor that all qualified applicants will receive consideration
for employment without unlawful discrimination based on race, color, creed,
national origin, sex, age, disability, marital status, sexual orientation or citizenship
status, and that it is an equal employment opportunity employer;

d. Will send to each labor organization or representative of workers with

which it has a collective bargaining agreement or other contract or memorandum
of understanding, written notification of its equal employment opportunity
commitments under E.O. 50 and the rules and regulations promulgated
thereunder;

e. Will furnish before this Agreement is awarded all information and reports
including an Employment Report which are required by E.O. 50, the rules and
regulations promulgated thereunder, and orders of the SBS, Division of Labor
Services (“DLS”); and

f. Will permit DLS to have access to all relevant books, records, and
accounts for the purposes of investigation to ascertain compliance with such rules,
regulations, and orders.

2. The Contractor understands that in the event of its noncompliance with the
nondiscrimination clauses of this Agreement or with any of such rules, regulations, or
orders, such noncompliance shall constitute a material breach of this Agreement and
noncompliance with E.O. 50 and the rules and regulations promulgated thereunder. After
a hearing held pursuant to the rules of DLS, the Director of DLS may direct the
Commissioner to impose any or all of the following sanctions:

a. Disapproval of the Contractor; and/or

b. Suspension or termination of the Agreement; and/or

c. Declaring the Contractor in default; and/or

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Appendix A January 2018 Final

d. In lieu of any of the foregoing sanctions, imposition of an employment

program.

3. Failure to comply with E.O. 50 and the rules and regulations promulgated
thereunder in one or more instances may result in the Department declaring the
Contractor to be non-responsible.

4. The Contractor agrees to include the provisions of the foregoing Sections

4.05(D)(1)-(3) in every subcontract or purchase order in excess of $100,000.00 to which
it becomes a party unless exempted by E.O. 50 and the rules and regulations promulgated
thereunder, so that such provisions will be binding upon each subcontractor or vendor.
The Contractor will take such action with respect to any subcontract or purchase order as
may be directed by the Director of DLS as a means of enforcing such provisions
including sanctions for noncompliance. A supplier of unfinished products to the
Contractor needed to produce the item contracted for shall not be considered a
subcontractor or vendor for purposes of this Section 4.05(D)(4).

5. The Contractor further agrees that it will refrain from entering into any
subcontract or modification thereof subject to E.O. 50 and the rules and regulations
promulgated thereunder with a subcontractor who is not in compliance with the
requirements of E.O. 50 and the rules and regulations promulgated thereunder. A supplier
of unfinished products to the Contractor needed to produce the item contracted for shall
not be considered a subcontractor for purposes of this Section 4.05(D)(5).

6. Nothing contained in this Section 4.05(D) shall be construed to bar any

religious or denominational institution or organization, or any organization operated for
charitable or educational purposes, that is operated, supervised or controlled by or in
connection with a religious organization, from lawfully limiting employment or lawfully
giving preference to persons of the same religion or denomination or from lawfully
making such selection as is calculated by such organization to promote the religious
principles for which it is established or maintained.

Section 4.06 Paid Sick Leave Law

A. Introduction and General Provisions.

1. The Earned Sick Time Act, also known as the Paid Sick Leave Law
(“PSLL”), requires covered employees who annually perform more than 80 hours of
work in New York City to be provided with paid sick time.2 Contractors of the City or of
other governmental entities may be required to provide sick time pursuant to the PSLL.

2
Pursuant to the PSLL, if fewer than five employees work for the same employer, as determined pursuant Admin.
Code § 20-912(g), such employer has the option of providing such employees uncompensated sick time.

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Appendix A January 2018 Final

2. The PSLL became effective on April 1, 2014, and is codified at Title 20,
Chapter 8, of the Admin. Code. It is administered by the City’s Department of Consumer
Affairs (“DCA”). DCA’s rules promulgated under the PSLL are codified at Chapter 7 of
Title 6 of the Rules of the City of New York (“Rules”).

3. The Contractor agrees to comply in all respects with the PSLL and the
Rules, and as amended, if applicable, in the performance of this Agreement. The
Contractor further acknowledges that such compliance is a material term of this
Agreement and that failure to comply with the PSLL in performance of this Agreement
may result in its termination.

4. The Contractor must notify the ACCO in writing within 10 Days of receipt
of a complaint (whether oral or written) regarding the PSLL involving the performance of
this Agreement. Additionally, the Contractor must cooperate with DCA’s education
efforts and must comply with DCA’s subpoenas and other document demands as set forth
in the PSLL and Rules.

5. The PSLL is summarized below for the convenience of the Contractor.

The Contractor is advised to review the PSLL and Rules in their entirety. On the website
www.nyc.gov/PaidSickLeave there are links to the PSLL and the associated Rules as well
as additional resources for employers, such as Frequently Asked Questions, timekeeping
tools and model forms, and an event calendar of upcoming presentations and webinars at
which the Contractor can get more information about how to comply with the PSLL. The
Contractor acknowledges that it is responsible for compliance with the PSLL
notwithstanding any inconsistent language contained herein.

B. Pursuant to the PSLL and the Rules: Applicability, Accrual, and Use.

1. An employee who works within the City of New York for more than
eighty hours in any consecutive 12-month period designated by the employer as its
“calendar year” pursuant to the PSLL (“Year”) must be provided sick time. Employers
must provide a minimum of one hour of sick time for every 30 hours worked by an
employee and compensation for such sick time must be provided at the greater of the
employee’s regular hourly rate or the minimum wage. Employers are not required to
provide more than 40 hours of sick time to an employee in any Year.

2. An employee has the right to determine how much sick time he or she will
use, provided that employers may set a reasonable minimum increment for the use of sick
time not to exceed four hours per Day. In addition, an employee may carry over up to 40
hours of unused sick time to the following Year, provided that no employer is required to
allow the use of more than 40 hours of sick time in a Year or carry over unused paid sick
time if the employee is paid for such unused sick time and the employer provides the
employee with at least the legally required amount of paid sick time for such employee
for the immediately subsequent Year on the first Day of such Year.

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Appendix A January 2018 Final

3. An employee entitled to sick time pursuant to the PSLL may use sick time
for any of the following:

a. such employee’s mental illness, physical illness, injury, or health

condition or the care of such illness, injury, or condition or such employee’s need
for medical diagnosis or preventive medical care;

b. such employee’s care of a family member (an employee’s child, spouse,

domestic partner, parent, sibling, grandchild, or grandparent, or the child or parent
of an employee’s spouse or domestic partner) who has a mental illness, physical
illness, injury or health condition or who has a need for medical diagnosis or
preventive medical care;

c. closure of such employee’s place of business by order of a public official

due to a public health emergency; or

d. such employee’s need to care for a child whose school or childcare

provider has been closed due to a public health emergency.

4. An employer must not require an employee, as a condition of taking sick

time, to search for a replacement. However, an employer may require an employee to
provide: reasonable notice of the need to use sick time; reasonable documentation that the
use of sick time was needed for a reason above if for an absence of more than three
consecutive work days; and/or written confirmation that an employee used sick time
pursuant to the PSLL. However, an employer may not require documentation specifying
the nature of a medical condition or otherwise require disclosure of the details of a
medical condition as a condition of providing sick time and health information obtained
solely due to an employee’s use of sick time pursuant to the PSLL must be treated by the
employer as confidential.

5. If an employer chooses to impose any permissible discretionary

requirement as a condition of using sick time, it must provide to all employees a written
policy containing those requirements, using a delivery method that reasonably ensures
that employees receive the policy. If such employer has not provided its written policy, it
may not deny sick time to an employee because of non-compliance with such a policy.

6. Sick time to which an employee is entitled must be paid no later than the
payday for the next regular payroll period beginning after the sick time was used.

C. Exemptions and Exceptions. Notwithstanding the above, the PSLL does not apply
to any of the following:

1. an independent contractor who does not meet the definition of employee

under N.Y. Labor Law § 190(2);

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Appendix A January 2018 Final

2. an employee covered by a valid collective bargaining agreement in effect

on April 1, 2014, until the termination of such agreement;

3. an employee in the construction or grocery industry covered by a valid

collective bargaining agreement if the provisions of the PSLL are expressly waived in
such collective bargaining agreement;

4. an employee covered by another valid collective bargaining agreement if

such provisions are expressly waived in such agreement and such agreement provides a
benefit comparable to that provided by the PSLL for such employee;

5. an audiologist, occupational therapist, physical therapist, or speech

language pathologist who is licensed by the New York State Department of Education
and who calls in for work assignments at will, determines his or her own schedule, has
the ability to reject or accept any assignment referred to him or her, and is paid an
average hourly wage that is at least four times the federal minimum wage;

6. an employee in a work study program under Section 2753 of Chapter 42

of the United States Code;

7. an employee whose work is compensated by a qualified scholarship

program as that term is defined in the Internal Revenue Code, Section 117 of Chapter 20
of the United States Code; or

8. a participant in a Work Experience Program (WEP) under N.Y. Social

Services Law § 336-c.

D. Retaliation Prohibited. An employer may not threaten or engage in retaliation

against an employee for exercising or attempting in good faith to exercise any right provided by
the PSLL. In addition, an employer may not interfere with any investigation, proceeding, or
hearing pursuant to the PSLL.

E. Notice of Rights.

1. An employer must provide its employees with written notice of their rights
pursuant to the PSLL. Such notice must be in English and the primary language spoken
by an employee, provided that DCA has made available a translation into such language.
Downloadable notices are available on DCA’s website at
http://www.nyc.gov/html/dca/html/law/PaidSickLeave.shtml.

2. Any person or entity that willfully violates these notice requirements is

subject to a civil penalty in an amount not to exceed $50.00 for each employee who was
not given appropriate notice.

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Appendix A January 2018 Final

F. Records. An employer must retain records documenting its compliance with the
PSLL for a period of at least three years, and must allow DCA to access such records in
furtherance of an investigation related to an alleged violation of the PSLL.

G. Enforcement and Penalties.

1. Upon receiving a complaint alleging a violation of the PSLL, DCA has the
right to investigate such complaint and attempt to resolve it through mediation. Within 30
Days of written notification of a complaint by DCA, or sooner in certain circumstances,
the employer must provide DCA with a written response and such other information as
DCA may request. If DCA believes that a violation of the PSLL has occurred, it has the
right to issue a notice of violation to the employer.

2. DCA has the power to grant an employee or former employee all

appropriate relief as set forth in Admin. Code § 20-924(d). Such relief may include,
among other remedies, treble damages for the wages that should have been paid, damages
for unlawful retaliation, and damages and reinstatement for unlawful discharge. In
addition, DCA may impose on an employer found to have violated the PSLL civil
penalties not to exceed $500.00 for a first violation, $750.00 for a second violation within
two years of the first violation, and $1,000.00 for each succeeding violation within two
years of the previous violation.

H. More Generous Polices and Other Legal Requirements. Nothing in the PSLL is
intended to discourage, prohibit, diminish, or impair the adoption or retention of a more generous
sick time policy, or the obligation of an employer to comply with any contract, collective
bargaining agreement, employment benefit plan or other agreement providing more generous
sick time. The PSLL provides minimum requirements pertaining to sick time and does not
preempt, limit, or otherwise affect the applicability of any other law, regulation, rule,
requirement, policy or standard that provides for greater accrual or use by employees of sick
leave or time, whether paid or unpaid, or that extends other protections to employees. The PSLL
may not be construed as creating or imposing any requirement in conflict with any federal or
state law, rule, or regulation.

Section 4.07 Whistleblower Protection Expansion Act

A. In accordance with Local Laws 30 and 33 of 2012, codified at Admin. Code §§ 6-

132 and 12-113, respectively,

1. Contractor shall not take an adverse personnel action with respect to an

officer or employee in retaliation for such officer or employee making a report of
information concerning conduct which such officer or employee knows or reasonably
believes to involve corruption, criminal activity, conflict of interest, gross
mismanagement or abuse of authority by any officer or employee relating to this
Agreement to (i) the Commissioner of the Department of Investigation, (ii) a member of

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Appendix A January 2018 Final

the New York City Council, the Public Advocate, or the Comptroller, or (iii) the City
Chief Procurement Officer, ACCO, Agency head, or Commissioner.

2. If any of Contractor’s officers or employees believes that he or she has

been the subject of an adverse personnel action in violation of this Section 4.07, he or she
shall be entitled to bring a cause of action against Contractor to recover all relief
necessary to make him or her whole. Such relief may include but is not limited to: (i) an
injunction to restrain continued retaliation, (ii) reinstatement to the position such
employee would have had but for the retaliation or to an equivalent position, (iii)
reinstatement of full fringe benefits and seniority rights, (iv) payment of two times back
pay, plus interest, and (v) compensation for any special damages sustained as a result of
the retaliation, including litigation costs and reasonable attorney’s fees.

3. Contractor shall post a notice provided by the City (attached hereto) in a

prominent and accessible place on any site where work pursuant to the Agreement is
performed that contains information about:

a. how its employees can report to the New York City Department of
Investigation allegations of fraud, false claims, criminality or corruption arising
out of or in connection with the Agreement; and

b. the rights and remedies afforded to its employees under Admin. Code §§
7-805 (the New York City False Claims Act) and 12-113 (the Whistleblower
Protection Expansion Act) for lawful acts taken in connection with the reporting
of allegations of fraud, false claims, criminality or corruption in connection with
the Agreement.

4. For the purposes of this Section 4.07, “adverse personnel action” includes
dismissal, demotion, suspension, disciplinary action, negative performance evaluation,
any action resulting in loss of staff, office space, equipment or other benefit, failure to
appoint, failure to promote, or any transfer or assignment or failure to transfer or assign
against the wishes of the affected officer or employee.

5. This Section 4.07 is applicable to all of Contractor’s subcontractors having

subcontracts with a value in excess of $100,000.00; accordingly, Contractor shall include
this Section 4.07 in all subcontracts with a value in excess of $100,000.00.

B. Section 4.07 is not applicable to this Agreement if it is valued at $100,000.00 or

less. Sections 4.07(A)(1), (2), (4), and (5) are not applicable to this Agreement if it was solicited
pursuant to a finding of an emergency. Section 4.07(A)(3) is neither applicable to this Agreement
if it was solicited prior to October 18, 2012 nor if it is a renewal of a contract executed prior to
October 18, 2012.

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ARTICLE 5 - RECORDS, AUDITS, REPORTS, AND INVESTIGATIONS

Section 5.01 Books and Records

The Contractor agrees to maintain separate and accurate books, records, documents, and
other evidence, and to utilize appropriate accounting procedures and practices that sufficiently
and properly reflect all direct and indirect costs of any nature expended in the performance of
this Agreement.

Section 5.02 Retention of Records

The Contractor agrees to retain all books, records, documents, other evidence relevant to
this Agreement, including those required pursuant to Section 5.01, for six years after the final
payment or expiration or termination of this Agreement, or for a period otherwise prescribed by
Law, whichever is later. In addition, if any litigation, claim, or audit concerning this Agreement
has commenced before the expiration of the six-year period, the books, records, documents, and
other evidence must be retained until the completion of such litigation, claim, or audit. Any
books, records, documents, and other evidence that are created in an electronic format in the
regular course of business may be retained in an electronic format. Any books, records,
documents, or other evidence that are created in the regular course of business as a paper copy
may be retained in an electronic format provided that they satisfy the requirements of N.Y. Civil
Practice Law and Rules (“CPLR”) 4539(b), including the requirement that the reproduction is
created in a manner “which does not permit additions, deletions, or changes without leaving a
record of such additions, deletions, or changes.” Furthermore, the Contractor agrees to waive
any objection to the admissibility of any such books, records, documents, or other evidence on
the grounds that such documents do not satisfy CPLR 4539(b).

Section 5.03 Inspection

A. At any time during the Agreement or during the record retention period set forth
in Section 5.02, the City, including the Department and the Department’s Office of the Inspector
General, as well as City, State, and federal auditors and any other persons duly authorized by the
City shall, upon reasonable notice, have full access to and the right to examine and copy all
books, records, documents, and other evidence maintained or retained by or on behalf of the
Contractor pursuant to this Article 5. Notwithstanding any provision herein regarding notice of
inspection, all books, records, documents, and other evidence of the Contractor kept pursuant to
this Agreement shall be subject to immediate inspection, review, and copying by the
Department’s Office of the Inspector General, the Comptroller, and/or federal auditors without
prior notice and at no additional cost to the City. The Contractor shall make such books, records
documents, and other evidence available for inspection in the City of New York or shall
reimburse the City for expenses associated with the out-of-City inspection.

B. The Department shall have the right to have representatives of the Department or
of the City, State or federal government present to observe the services being performed. If

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Appendix A January 2018 Final

observation of particular services or activity would constitute a waiver of a legal privilege or

violate the Law or an ethical obligation under the New York Rules of Professional Conduct for
attorneys, National Association of Social Workers Code of Ethics or other similar code
governing the provision of a profession’s services in New York State, the Contractor shall
promptly inform the Department or other entity seeking to observe such work or activity. Such
restriction shall not act to prevent government representatives from inspecting the provision of
services in a manner that allows the representatives to ensure that services are being performed
in accordance with this Agreement.

C. The Contractor shall not be entitled to final payment until the Contractor has
complied with any request for inspection or access given under this Section 5.03.

Section 5.04 Audit

A. This Agreement and all books, records, documents, and other evidence required to
be maintained or retained pursuant to this Agreement, including all vouchers or invoices
presented for payment and the books, records, and other documents upon which such vouchers or
invoices are based (e.g., reports, cancelled checks, accounts, and all other similar material), are
subject to audit by (i) the City, including the Comptroller, the Department, and the Department’s
Office of the Inspector General, (ii) the State, (iii) the federal government, and (iv) other persons
duly authorized by the City. Such audits may include examination and review of the source and
application of all funds whether from the City, the State, the federal government, private sources,
or otherwise.

B. Audits by the City, including the Comptroller, the Department, and the
Department’s Office of the Inspector General, are performed pursuant to the powers and
responsibilities conferred by the Charter and the Admin. Code, as well as all orders, rules, and
regulations promulgated pursuant to the Charter and Admin. Code.

C. The Contractor shall submit any and all documentation and justification in
support of expenditures or fees under this Agreement as may be required by the Department and
by the Comptroller in the exercise of his/her powers under Law.

D. The Contractor shall not be entitled to final payment until the Contractor has
complied with the requirements of this Section 5.04.

Section 5.05 No Removal of Records from Premises

Where performance of this Agreement involves use by the Contractor of any City books,
records, documents, or data (in hard copy, or electronic or other format now known or developed
in the future) at City facilities or offices, the Contractor shall not remove any such items or
material (in the format in which it originally existed, or in any other converted or derived format)
from such facility or office without the prior written approval of the Department’s designated
official. Upon the request by the Department at any time during the Agreement or after the

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Agreement has expired or terminated, the Contractor shall return to the Department any City
books, records, documents, or data that has been removed from City premises.

Section 5.06 Electronic Records

As used in this Appendix A, the terms “books,” “records,” “documents,” and “other
evidence” refer to electronic versions as well as hard copy versions.

Section 5.07 Investigations Clause

A. The Contractor agrees to cooperate fully and faithfully with any investigation,
audit or inquiry conducted by a State or City agency or authority that is empowered directly or
by designation to compel the attendance of witnesses and to examine witnesses under oath, or
conducted by the Inspector General of a governmental agency that is a party in interest to the
transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the
subject of the investigation, audit or inquiry.

B.

1. If any person who has been advised that his or her statement, and any
information from such statement, will not be used against him or her in any subsequent
criminal proceeding refuses to testify before a grand jury or other governmental agency
or authority empowered directly or by designation to compel the attendance of witnesses
and to examine witnesses under oath concerning the award of or performance under any
transaction, agreement, lease, permit, contract, or license entered into with the City, or
State, or any political subdivision or public authority thereof, or the Port Authority of
New York and New Jersey, or any local development corporation within the City, or any
public benefit corporation organized under the Laws of the State, or;

2. If any person refuses to testify for a reason other than the assertion of his
or her privilege against self-incrimination in an investigation, audit or inquiry conducted
by a City or State governmental agency or authority empowered directly or by
designation to compel the attendance of witnesses and to take testimony under oath, or by
the Inspector General of the governmental agency that is a party in interest in, and is
seeking testimony concerning the award of, or performance under, any transaction,
agreement, lease, permit, contract, or license entered into with the City, the State, or any
political subdivision thereof or any local development corporation within the City, then;

C.

6. The Commissioner or Agency Head whose agency is a party in interest to

the transaction, submitted bid, submitted proposal, contract, lease, permit, or license shall
convene a hearing, upon not less than five (5) Days written notice to the parties involved
to determine if any penalties should attach for the failure of a person to testify.

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Appendix A January 2018 Final

7. If any non-governmental party to the hearing requests an adjournment, the

Commissioner or Agency Head who convened the hearing may, upon granting the
adjournment, suspend any contract, lease, permit, or license pending the final
determination pursuant to Paragraph E below without the City incurring any penalty or
damages for delay or otherwise.

D. The penalties that may attach after a final determination by the Commissioner or
Agency Head may include but shall not exceed:

1. The disqualification for a period not to exceed five years from the date of
an adverse determination for any person, or any entity of which such person was a
member at the time the testimony was sought, from submitting bids for, or transacting
business with, or entering into or obtaining any contract, lease, permit or license with or
from the City; and/or

2. The cancellation or termination of any and all such existing City contracts,
leases, permits or licenses that the refusal to testify concerns and that have not been
assigned as permitted under this Agreement, nor the proceeds of which pledged, to an
unaffiliated and unrelated institutional lender for fair value prior to the issuance of the
notice scheduling the hearing, without the City incurring any penalty or damages on
account of such cancellation or termination; monies lawfully due for goods delivered,
work done, rentals, or fees accrued prior to the cancellation or termination shall be paid
by the City.

E. The Commissioner or Agency Head shall consider and address in reaching his or
her determination and in assessing an appropriate penalty the factors in Paragraphs (1) and (2)
below. He or she may also consider, if relevant and appropriate, the criteria established in
Paragraphs (3) and (4) below, in addition to any other information that may be relevant and
appropriate:

1. The party’s good faith endeavors or lack thereof to cooperate fully and
faithfully with any governmental investigation or audit, including but not limited to the
discipline, discharge, or disassociation of any person failing to testify, the production of
accurate and complete books and records, and the forthcoming testimony of all other
members, agents, assignees or fiduciaries whose testimony is sought.

2. The relationship of the person who refused to testify to any entity that is a
party to the hearing, including, but not limited to, whether the person whose testimony is
sought has an ownership interest in the entity and/or the degree of authority and
responsibility the person has within the entity.

3. The nexus of the testimony sought to the subject entity and its contracts,
leases, permits or licenses with the City.

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Appendix A January 2018 Final

4. The effect a penalty may have on an unaffiliated and unrelated party or

entity that has a significant interest in an entity subject to penalties under Paragraph D
above, provided that the party or entity has given actual notice to the Commissioner or
Agency Head upon the acquisition of the interest, or at the hearing called for in Paragraph
(C)(1) above gives notice and proves that such interest was previously acquired. Under
either circumstance, the party or entity must present evidence at the hearing
demonstrating the potential adverse impact a penalty will have on such person or entity.

F. Definitions

1. The term “license” or “permit” as used in this Section shall be defined as a

license, permit, franchise, or concession not granted as a matter of right.

2. The term “person” as used in this Section shall be defined as any natural
person doing business alone or associated with another person or entity as a partner,
director, officer, principal or employee.

3. The term “entity” as used in this Section shall be defined as any firm,
partnership, corporation, association, or person that receives monies, benefits, licenses,
leases, or permits from or through the City, or otherwise transacts business with the City.

4. The term “member” as used in this Section shall be defined as any person
associated with another person or entity as a partner, director, officer, principal, or
employee.

G. In addition to and notwithstanding any other provision of this Agreement, the

Commissioner or Agency Head may in his or her sole discretion terminate this Agreement upon
not less than three (3) Days written notice in the event the Contractor fails to promptly report in
writing to the City Commissioner of Investigation any solicitation of money, goods, requests for
future employment or other benefits or thing of value, by or on behalf of any employee of the
City or other person or entity for any purpose that may be related to the procurement or obtaining
of this Agreement by the Contractor, or affecting the performance of this Agreement.

Section 5.08 Confidentiality

A. The Contractor agrees to hold confidential, both during and after the completion
or termination of this Agreement, all of the reports, information, or data, furnished to, or
prepared, assembled or used by, the Contractor under this Agreement. The Contractor agrees to
maintain the confidentiality of such reports, information, or data by using a reasonable degree of
care, and using at least the same degree of care that the Contractor uses to preserve the
confidentiality of its own confidential information. The Contractor agrees that such reports,
information, or data shall not be made available to any person or entity without the prior written
approval of the Department. The obligation under this Section 5.08 to hold reports, information
or data confidential shall not apply where the Contractor is legally required to disclose such
reports, information or data, by virtue of a subpoena, court order or otherwise (“disclosure

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Appendix A January 2018 Final

demand”), provided that the Contractor complies with the following: (1) the Contractor shall
provide advance notice to the Commissioner, in writing or by e-mail, that it received a disclosure
demand for to disclose such reports, information or data and (2) if requested by the Department,
the Contractor shall not disclose such reports, information, or data until the City has exhausted
its legal rights, if any, to prevent disclosure of all or a portion of such reports, information or
data. The previous sentence shall not apply if the Contractor is prohibited by law from disclosing
to the Department the disclosure demand for such reports, information or data.

B. The Contractor shall provide notice to the Department within three days of the
discovery by the Contractor of any breach of security, as defined in Admin. Code § 10-501(b), of
any data, encrypted or otherwise, in use by the Contractor that contains social security numbers
or other personal identifying information as defined in Admin. Code § 10-501 (“Personal
Identifying Information”), where such breach of security arises out of the acts or omissions of the
Contractor or its employees, subcontractors, or agents. Upon the discovery of such security
breach, the Contractor shall take reasonable steps to remediate the cause or causes of such
breach, and shall provide notice to the Department of such steps. In the event of such breach of
security, without limiting any other right of the City, the City shall have the right to withhold
further payments under this Agreement for the purpose of set-off in sufficient sums to cover the
costs of notifications and/or other actions mandated by any Law, or administrative or judicial
order, to address the breach, and including any fines or disallowances imposed by the State or
federal government as a result of the disclosure. The City shall also have the right to withhold
further payments hereunder for the purpose of set-off in sufficient sums to cover the costs of
credit monitoring services for the victims of such a breach of security by a national credit
reporting agency, and/or any other commercially reasonable preventive measure. The
Department shall provide the Contractor with written notice and an opportunity to comment on
such measures prior to implementation. Alternatively, at the City’s discretion, or if monies
remaining to be earned or paid under this Agreement are insufficient to cover the costs detailed
above, the Contractor shall pay directly for the costs, detailed above, if any.

C. The Contractor shall restrict access to confidential information to persons who

have a legitimate work related purpose to access such information. The Contractor agrees that it
will instruct its officers, employees, and agents to maintain the confidentiality of any and all
information required to be kept confidential by this Agreement.

D. The Contractor, and its officers, employees, and agents shall notify the
Department, at any time either during or after completion or termination of this Agreement, of
any intended statement to the press or any intended issuing of any material for publication in any
media of communication (print, news, television, radio, Internet, etc.) regarding the services
provided or the data collected pursuant to this Agreement at least 24 hours prior to any statement
to the press or at least five business days prior to the submission of the material for publication,
or such shorter periods as are reasonable under the circumstances. The Contractor may not issue
any statement or submit any material for publication that includes confidential information as
prohibited by this Section 5.08.

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E. At the request of the Department, the Contractor shall return to the Department
any and all confidential information in the possession of the Contractor or its subcontractors. If
the Contractor or its subcontractors are legally required to retain any confidential information,
the Contractor shall notify the Department in writing and set forth the confidential information
that it intends to retain and the reasons why it is legally required to retain such information. The
Contractor shall confer with the Department, in good faith, regarding any issues that arise from
the Contractor retaining such confidential information. If the Department does not request such
information or the Law does not require otherwise, such information shall be maintained in
accordance with the requirements set forth in Section 5.02.

F. A breach of this Section 5.08 shall constitute a material breach of this Agreement
for which the Department may terminate this Agreement pursuant to Article 10. The Department
reserves any and all other rights and remedies in the event of unauthorized disclosure.

ARTICLE 6 - COPYRIGHTS, PATENTS, INVENTIONS, AND ANTITRUST

Section 6.01 Copyrights and Ownership of Work Product

A. Any reports, documents, data, photographs, deliverables, and/or other materials

produced pursuant to this Agreement, and any and all drafts and/or other preliminary materials in
any format related to such items produced pursuant to this Agreement, shall upon their creation
become the exclusive property of the City.

B. Any reports, documents, data, photographs, deliverables, and/or other materials

provided pursuant to this Agreement (“Copyrightable Materials”) shall be considered “work-
made-for-hire” within the meaning and purview of Section 101 of the United States Copyright
Act, 17 U.S.C. § 101, and the City shall be the copyright owner thereof and of all aspects,
elements, and components thereof in which copyright protection might exist. To the extent that
the Copyrightable Materials do not qualify as “work-made-for-hire,” the Contractor hereby
irrevocably transfers, assigns and conveys exclusive copyright ownership in and to the
Copyrightable Materials to the City, free and clear of any liens, claims, or other encumbrances.
The Contractor shall retain no copyright or intellectual property interest in the Copyrightable
Materials. The Copyrightable Materials shall be used by the Contractor for no purpose other than
in the performance of this Agreement without the prior written permission of the City. The
Department may grant the Contractor a license to use the Copyrightable Materials on such terms
as determined by the Department and set forth in the license.

C. The Contractor acknowledges that the City may, in its sole discretion, register
copyright in the Copyrightable Materials with the United States Copyright Office or any other
government agency authorized to grant copyright registrations. The Contractor shall fully
cooperate in this effort, and agrees to provide any and all documentation necessary to accomplish
this.

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D. The Contractor represents and warrants that the Copyrightable Materials: (i) are
wholly original material not published elsewhere (except for material that is in the public
domain); (ii) do not violate any copyright Law; (iii) do not constitute defamation or invasion of
the right of privacy or publicity; and (iv) are not an infringement, of any kind, of the rights of
any third party. To the extent that the Copyrightable Materials incorporate any non-original
material, the Contractor has obtained all necessary permissions and clearances, in writing, for the
use of such non-original material under this Agreement, copies of which shall be provided to the
City upon execution of this Agreement.

E. If the services under this Agreement are supported by a federal grant of funds, the
federal and State government reserves a royalty-free, non-exclusive irrevocable license to
reproduce, publish, or otherwise use and to authorize others to use, for federal or State
government purposes, the copyright in any Copyrightable Materials developed under this
Agreement.

F. If the Contractor publishes a work dealing with any aspect of performance under
this Agreement, or with the results of such performance, the City shall have a royalty-free, non-
exclusive irrevocable license to reproduce, publish, or otherwise use such work for City
governmental purposes.

Section 6.02 Patents and Inventions

The Contractor shall promptly and fully report to the Department any discovery or
invention arising out of or developed in the course of performance of this Agreement. If the
services under this Agreement are supported by a federal grant of funds, the Contractor shall
promptly and fully report to the federal government for the federal government to make a
determination as to whether patent protection on such invention shall be sought and how the
rights in the invention or discovery, including rights under any patent issued thereon, shall be
disposed of and administered in order to protect the public interest.

Section 6.03 Pre-existing Rights

In no case shall Sections 6.01 and 6.02 apply to, or prevent the Contractor from asserting
or protecting its rights in any discovery, invention, report, document, data, photograph,
deliverable, or other material in connection with or produced pursuant to this Agreement that
existed prior to or was developed or discovered independently from the activities directly related
to this Agreement.

Section 6.04 Antitrust

The Contractor hereby assigns, sells, and transfers to the City all right, title, and interest
in and to any claims and causes of action arising under the antitrust laws of the State or of the
United States relating to the particular goods or services procured by the City under this
Agreement.

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ARTICLE 7 - INSURANCE

Section 7.01 Agreement to Insure

The Contractor shall maintain the following types of insurance if and as indicated in
Schedule A (with the minimum limits and special conditions specified in Schedule A)
throughout the term of this Agreement, including any applicable guaranty period. All insurance
shall meet the requirements set forth in this Article 7. Wherever this Article 7 requires that
insurance coverage be “at least as broad” as a specified form (including all ISO forms), there is
no obligation that the form itself be used, provided that the Contractor can demonstrate that the
alternative form or endorsement contained in its policy provides coverage at least as broad as the
specified form.

Section 7.02 Workers’ Compensation, Disability Benefits, and Employers’ Liability

Insurance

A. The Contractor shall maintain workers’ compensation insurance, employers’

liability insurance, and disability benefits insurance, in accordance with Law on behalf of, or in
regard to, all employees providing services under this Agreement

B. Within 10 Days of award of this Agreement or as otherwise specified by the

Department, and as required by N.Y. Workers’ Compensation Law §§ 57 and 220(8), the
Contractor shall submit proof of Contractor’s workers’ compensation insurance and disability
benefits insurance (or proof of a legal exemption) to the Department in a form acceptable to the
New York State Workers’ Compensation Board. ACORD forms are not acceptable proof of such
insurance. The following forms are acceptable:

1. Form C-105.2, Certificate of Workers’ Compensation Insurance;

2. Form U-26.3, State Insurance Fund Certificate of Workers’ Compensation

Insurance;

3. Form SI-12, Certificate of Workers’ Compensation Self-Insurance;

4. Form GSI-105.2, Certificate of Participation in Worker’s Compensation
Group Self-Insurance;

5. Form DB-120.1, Certificate of Disability Benefits Insurance;

6. Form DB-155, Certificate of Disability Benefits Self-Insurance;

7. Form CE-200 – Affidavit of Exemption;

8. Other forms approved by the New York State Workers’ Compensation

Board; or

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9. Other proof of insurance in a form acceptable to the City.

Section 7.03 Other Insurance

A. Commercial General Liability Insurance. The Contractor shall maintain

commercial general liability insurance in the amounts specified in Schedule A covering
operations under this Agreement. Coverage must be at least as broad as the coverage provided by
the most recently issued ISO Form CG 00 01, primary and non-contributory, and “occurrence”
based rather than “claims-made.” Such coverage shall list the City, together with its officials and
employees, and any other entity that may be listed on Schedule A as an additional insured with
coverage at least as broad as the most recently issued ISO Form CG 20 10 or CG 20 26 and, if
construction is performed as part of the services, ISO Form CG 20 37.

B. Commercial Automobile Liability Insurance. If indicated in Schedule A and/or if

vehicles are used in the provision of services under this Agreement, the Contractor shall maintain
commercial automobile liability insurance for liability arising out of ownership, maintenance or
use of any owned, non-owned, or hired vehicles to be used in connection with this Agreement.
Coverage shall be at least as broad as the most recently issued ISO Form CA 00 01. If vehicles
are used for transporting hazardous materials, the commercial automobile liability insurance
shall be endorsed to provide pollution liability broadened coverage for covered vehicles
(endorsement CA 99 48) as well as proof of MCS-90.

C. Professional Liability Insurance.

1. If indicated in Schedule A, the Contractor shall maintain and submit

evidence of professional liability insurance or errors and omissions insurance appropriate
to the type(s) of such services to be provided under this Agreement. The policy or
policies shall cover the liability assumed by the Contractor under this Agreement arising
out of the negligent performance of professional services or caused by an error, omission,
or negligent act of the Contractor or anyone employed by the Contractor.

2. All subcontractors of the Contractor providing professional services under

this Agreement for which professional liability insurance or errors and omissions
insurance is reasonably commercially available shall also maintain such insurance in the
amount specified in Schedule A. At the time of the request for subcontractor approval,
the Contractor shall provide to the Department, evidence of such professional liability
insurance on a form acceptable to the Department.

3. Claims-made policies will be accepted for professional liability insurance.

All such policies shall have an extended reporting period option or automatic coverage of
not less than two years. If available as an option, the Contractor shall purchase extended
reporting period coverage effective on cancellation or termination of such insurance
unless a new policy is secured with a retroactive date, including at least the last policy
year.

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D. Crime Insurance. If indicated in Schedule A, the Contractor shall maintain crime

insurance during the term of the Agreement in the minimum amounts listed in Schedule A. Such
insurance shall include coverage, without limitation, for any and all acts of employee theft
including employee theft of client property, forgery or alteration, inside the premises (theft of
money and securities), inside the premises (robbery or safe burglary of other property), outside
the premises, computer fraud, funds transfer fraud, and money orders and counterfeit money.
The policy shall name the Contractor as named insured and shall list the City as loss payee as its
interests may appear.

E. Cyber Liability Insurance. If indicated in Schedule A, the Contractor shall

maintain cyber liability insurance covering losses arising from operations under this Agreement
in the amounts listed in Schedule A. The City shall approve the policy (including exclusions
therein), coverage amounts, deductibles or self-insured retentions, and premiums, as well as the
types of losses covered, which may include but not be limited to: notification costs, security
monitoring costs, losses resulting from identity theft, and other injury to third parties. If
additional insured status is commercially available under the Contractor’s cyber liability
insurance, the insurance shall cover the City, together with its respective officials and employees,
as additional insured.

F. Other Insurance. The Contractor shall provide such other types of insurance in
the amounts specified in Schedule A.

Section 7.04 General Requirements for Insurance Coverage and Policies

A. Unless otherwise stated, all insurance required by Section 7.03 of this Agreement
must:

1. be provided by companies that may lawfully issue such policies;

2. have an A.M. Best rating of at least A- / VII, a Standard & Poor’s rating of
at least A, a Moody’s Investors Service rating of at least A3, a Fitch Ratings rating of at
least A- or a similar rating by any other nationally recognized statistical rating
organization acceptable to the New York City Law Department unless prior written
approval is obtained from the New York City Law Department; and

3. be primary (and non-contributing) to any insurance or self-insurance

maintained by the City (not applicable to professional liability insurance/errors and
omissions insurance) and any other entity listed as an additional insured in Schedule A.

B. The Contractor shall be solely responsible for the payment of all premiums for all
required insurance policies and all deductibles or self-insured retentions to which such policies
are subject, whether or not the City is an insured under the policy.

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C. There shall be no self-insurance program, including a self-insurance retention,

exceeding $10,000.00, with regard to any insurance required under Section 7.03 unless approved
in writing by the Commissioner. Any such self-insurance program shall provide the City and any
other additional insured listed on Schedule A with all rights that would be provided by traditional
insurance required under this Article 7, including but not limited to the defense obligations that
insurers are required to undertake in liability policies.

D. The limits of coverage for all types of insurance for the City, including its
officials and employees, and any other additional insured listed on Schedule A that must be
provided to such additional insured(s) shall be the greater of (i) the minimum limits set forth in
Schedule A or (ii) the limits provided to the Contractor as named insured under all primary,
excess, and umbrella policies of that type of coverage.

Section 7.05 Proof of Insurance

A. For each policy required under Section 7.03 and Schedule A of this
Agreement, the Contractor shall file proof of insurance and, where applicable, proof that the
City, including its officials and employees, is an additional insured with the Department within
ten Days of award of this Agreement. The following proof is acceptable:

1. A certificate of insurance accompanied by a completed certification of

insurance broker or agent (included in Schedule A of this Agreement) and any
endorsements by which the City, including its officials and employees, have been made
an additional insured; or

2. A copy of the insurance policy, including declarations and endorsements,

certified by an authorized representative of the issuing insurance carrier.

B. Proof of insurance confirming renewals of insurance required under Section 7.03

must be submitted to the Department prior to the expiration date of the coverage. Such proof
must meet the requirements of Section 7.05(A).

C. The Contractor shall provide the City with a copy of any policy required under
this Article 7 upon the demand for such policy by the Commissioner or the New York City Law
Department.

D. Acceptance by the Commissioner of a certificate or a policy does not excuse the

Contractor from maintaining policies consistent with all provisions of this Article 7 (and
ensuring that subcontractors maintain such policies) or from any liability arising from its failure
to do so.

E. If the Contractor receives notice, from an insurance company or other person, that
any insurance policy required under this Article 7 shall expire or be cancelled or terminated for
any reason, the Contractor shall immediately forward a copy of such notice to both the address
referred to in Section 14.04 and Schedule A and to the New York City Comptroller, Attn: Office

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of Contract Administration, Municipal Building, One Centre Street, Room 1005, New York,
New York 10007.

Section 7.06 Miscellaneous

A. Whenever notice of loss, damage, occurrence, accident, claim, or suit is required

under a policy required by Section 7.03 and Schedule A, the Contractor shall provide the insurer
with timely notice thereof on behalf of the City. Such notice shall be given even where the
Contractor may not be covered under such policy if this Agreement requires that the City be an
additional insured (for example, where one of Contractor’s employees was injured). Such notice
shall expressly specify that “this notice is being given on behalf of the City of New York,
including its officials and employees, as additional insured” (such notice shall also include the
name of any other entity listed as an additional insured on Schedule A) and contain the following
information to the extent known: the number of the insurance policy; the name of the named
insured; the date and location of the damage, occurrence, or accident; the identity of the persons
or things injured, damaged, or lost; and the title of the claim or suit, if applicable. The Contractor
shall simultaneously send a copy of such notice to the City of New York c/o Insurance Claims
Specialist, Affirmative Litigation Division, New York City Law Department, 100 Church Street,
New York, New York 10007. If the Contractor fails to comply with the requirements of this
paragraph, the Contractor shall indemnify the City, together with its officials and employees, and
any other entity listed as an additional insured on Schedule A for all losses, judgments,
settlements and expenses, including reasonable attorneys’ fees, arising from an insurer’s
disclaimer of coverage citing late notice by or on behalf of the City together with its officials and
employees, and any other entity listed as an additional insured on Schedule A.

B. The Contractor’s failure to maintain any of the insurance required by this Article
7 and Schedule A shall constitute a material breach of this Agreement. Such breach shall not be
waived or otherwise excused by any action or inaction by the City at any time.

C. Insurance coverage in the minimum amounts required in this Article 7 shall not
relieve the Contractor or its subcontractors of any liability under this Agreement, nor shall it
preclude the City from exercising any rights or taking such other actions as are available to it
under any other provisions of this Agreement or Law.

D. With respect to insurance required by Section 7.03 and Schedule A (but not
including professional liability/errors and omissions insurance), the Contractor waives all rights
against the City, including its officials and employees, and any other entity listed as an additional
insured on Schedule A for any damages or losses that are covered under any insurance required
under this Article 7 (whether or not such insurance is actually procured or claims are paid
thereunder) or any other insurance applicable to the operations of the Contractor and/or its
subcontractors in the performance of this Agreement.

E. In the event the Contractor requires any subcontractor to maintain insurance with
regard to any operations under this Agreement and requires such subcontractor to list the
Contractor as an additional insured under such insurance, the Contractor shall ensure that such

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entity also list the City, including its officials and employees, and any other entity listed as an
additional insured on Schedule A as an additional insured. With respect to commercial general
liability insurance, such coverage must be at least as broad as the most recently issued ISO form
CG 20 26.

ARTICLE 8 - PROTECTION OF PERSONS AND PROPERTY AND

INDEMNIFICATION

Section 8.01 Reasonable Precautions

The Contractor shall take all reasonable precautions to protect all persons and the
property of the City and of others from injury, damage, or loss resulting from the Contractor’s
and/or its subcontractors’ operations under this Agreement.

Section 8.02 Protection of City Property

The Contractor assumes the risk of, and shall be responsible for, any loss or damage to
City property, including property and equipment leased by the City, used in the performance of
this Agreement, where such loss or damage is caused by negligence, any tortious act, or failure
to comply with the provisions of this Agreement or of Law by the Contractor, its officers,
employees, agents or subcontractors.

Section 8.03 Indemnification

To the fullest extent permitted by Law, the Contractor shall defend, indemnify, and hold
harmless the City, including its officials and employees, against any and all claims (even if the
allegations of the claim are without merit), judgments for damages on account of any injuries or
death to any person or damage to any property, and costs and expenses to which the City or its
officials or employees, may be subject to or which they may suffer or incur allegedly arising out
of any of the operations of the Contractor and/or its subcontractors under this Agreement to the
extent resulting from any negligent act of commission or omission, any intentional tortious act,
and/or the failure to comply with Law or any of the requirements of this Agreement. Insofar as
the facts or Law relating to any of the foregoing would preclude the City or its officials or
employees from being completely indemnified by the Contractor, the City and its officials and
employees shall be partially indemnified by the Contractor to the fullest extent permitted by
Law.

Section 8.04 Infringement Indemnification

To the fullest extent permitted by Law, the Contractor shall defend, indemnify, and hold
harmless the City, including its officials and employees, against any and all claims (even if the
allegations of the claim are without merit), judgments for damages, and costs and expenses to
which the City or its officials or employees, may be subject to or which they may suffer or incur
allegedly arising out of any infringement, violation, or unauthorized use of any copyright, trade

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secret, trademark or patent or any other property or personal right of any third party by the
Contractor and/or its employees, agents, or subcontractors in the performance of this Agreement.
To the fullest extent permitted by Law, the Contractor shall defend, indemnify, and hold
harmless the City and its officials and employees regardless of whether or not the alleged
infringement, violation, or unauthorized use arises out of compliance with the Agreement’s
scope of services/scope of work. Insofar as the facts or Law relating to any of the foregoing
would preclude the City and its officials and employees from being completely indemnified by
the Contractor, the City and its officials and employees shall be partially indemnified by the
Contractor to the fullest extent permitted by Law.

Section 8.05 Indemnification Obligations Not Limited By Insurance Obligation

The Contractor’s obligation to indemnify, defend and hold harmless the City and its
officials and employees shall neither be (i) limited in any way by the Contractor’s obligations to
obtain and maintain insurance under this Agreement, nor (ii) adversely affected by any failure on
the part of the City or its officials or employees to avail themselves of the benefits of such
insurance.

Section 8.06 Actions By or Against Third Parties

A. If any claim is made or any action brought in any way relating to Agreement other
than an action between the City and the Contractor, the Contractor shall diligently render to the
City without additional compensation all assistance that the City may reasonably require of the
Contractor.

B. The Contractor shall report to the Department in writing within five business days
of the initiation by or against the Contractor of any legal action or proceeding relating to this
Agreement.

Section 8.07 Withholding of Payments

A. If any claim is made or any action is brought against the City for which the
Contractor may be required to indemnify the City pursuant to this Agreement, the City shall have
the right to withhold further payments under this Agreement for the purpose of set-off in
sufficient sums to cover the said claim or action.

B. If any City property is lost or damaged as set forth in Section 8.02, except for
normal wear and tear, the City shall have the right to withhold payments under this Agreement
for the purpose of set-off in sufficient sums to cover such loss or damage.

C. The City shall not, however, impose a set-off in the event that an insurance
company that provided insurance pursuant to Section 7.03 above has accepted the City’s tender
of the claim or action without a reservation of rights.

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D. The Department may, at its option, withhold for purposes of set-off any monies
due to the Contractor under this Agreement up to the amount of any disallowances or questioned
costs resulting from any audits of the Contractor or to the amount of any overpayment to the
Contractor with regard to this Agreement.

E. The rights and remedies of the City provided for in this Section 8.07 are not
exclusive and are in addition to any other rights and remedies provided by Law or this
Agreement.

Section 8.08 No Third Party Rights

The provisions of this Agreement shall not be deemed to create any right of action in
favor of third parties against the Contractor or the City or their respective officials and
employees.

ARTICLE 9 - CONTRACT CHANGES

Section 9.01 Contract Changes

Changes to this Agreement may be made only as duly authorized by the ACCO or his or
her designee and in accordance with the PPB Rules. Any amendment or change to this
Agreement shall not be valid unless made in writing and signed by authorized representatives of
both parties. The Contractor deviates from the requirements of this Agreement without a duly
approved and executed change order document or written contract modification or amendment at
its own risk.

Section 9.02 Changes Through Fault of Contractor

If any change is required in the data, documents, deliverables, or other services to be

provided under this Agreement because of negligence or error of the Contractor, no additional
compensation shall be paid to the Contractor for making such change, and the Contractor is
obligated to make such change without additional compensation.

ARTICLE 10 - TERMINATION, DEFAULT, REDUCTIONS IN FUNDING, AND

LIQUIDATED DAMAGES

Section 10.01 Termination by the City Without Cause

A. The City shall have the right to terminate this Agreement, in whole or in part,
without cause, in accordance with the provisions of Section 10.05.

B. In its sole discretion, the City shall have the right to terminate this Agreement, in
whole or in part, upon the request of the Contractor to withdraw from the Contract, in accordance
with the provisions of Section 10.05.

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If the City terminates this Agreement pursuant to this Section 10.01, the following
provisions apply. The City shall not incur or pay any further obligation pursuant to this
Agreement beyond the termination date set by the City pursuant to Section 10.05. The City shall
pay for services provided in accordance with this Agreement prior to the termination date. In
addition, any obligation necessarily incurred by the Contractor on account of this Agreement
prior to receipt of notice of termination and falling due after the termination date shall be paid by
the City in accordance with the terms of this Agreement.
Section 10.02 Reductions in Federal, State, and/or City Funding

A. This Agreement is funded in whole or in part by funds secured from the federal,
State and/or City governments. Should there be a reduction or discontinuance of such funds by
action of the federal, State and/or City governments, the City shall have, in its sole discretion, the
right to terminate this Agreement in whole or in part, or to reduce the funding and/or level of
services of this Agreement caused by such action by the federal, State and/or City governments,
including, in the case of the reduction option, but not limited to, the reduction or elimination of
programs, services or service components; the reduction or elimination of contract-reimbursable
staff or staff-hours, and corresponding reductions in the budget of this Agreement and in the total
amount payable under this Agreement. Any reduction in funds pursuant to this Section 10.02(A)
shall be accompanied by an appropriate reduction in the services performed under this
Agreement.

B. In the case of the reduction option referred to in Section 10.02(A), above, any
such reduction shall be effective as of the date set forth in a written notice thereof to the
Contractor, which shall be not less than 30 Days from the date of such notice. Prior to sending
such notice of reduction, the Department shall advise the Contractor that such option is being
exercised and afford the Contractor an opportunity to make within seven Days any suggestion(s)
it may have as to which program(s), service(s), service component(s), staff or staff-hours might
be reduced or eliminated, provided, however, that the Department shall not be bound to utilize
any of the Contractor’s suggestions and that the Department shall have sole discretion as to how
to effectuate the reductions.

C. If the City reduces funding pursuant to this Section 10.02, the following
provisions apply. The City shall pay for services provided in accordance with this Agreement
prior to the reduction date. In addition, any obligation necessarily incurred by the Contractor on
account of this Agreement prior to receipt of notice of reduction and falling due after the
reduction date shall be paid by the City in accordance with the terms of this Agreement.

D. To the extent that the reduction in public funds is a result of the State determining
that the Contractor may receive medical assistance funds pursuant to title eleven of article five of
the Social Services Law to fund the services contained within the scope of a program under this
Agreement, then the notice and effective date provisions of this Section 10.02 shall not apply,
and the Department may reduce such public funds authorized under this Agreement by informing
the Contractor of the amount of the reduction and revising attachments to this Agreement as
appropriate.

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Section 10.03 Contractor Default

A. The City shall have the right to declare the Contractor in default:

1. Upon a breach by the Contractor of a material term or condition of this

Agreement, including unsatisfactory performance of the services;

2. Upon insolvency or the commencement of any proceeding by or against

the Contractor, either voluntarily or involuntarily, under the Bankruptcy Code or relating
to the insolvency, receivership, liquidation, or composition of the Contractor for the
benefit of creditors;

3. If the Contractor refuses or fails to proceed with the services under the
Agreement when and as directed by the Commissioner;

4. If the Contractor or any of its officers, directors, partners, five percent or

greater shareholders, principals, or other employee or person substantially involved in its
activities are indicted or convicted after execution of the Agreement under any state or
federal law of any of the following:

a. a criminal offense incident to obtaining or attempting to obtain or

performing a public or private contract;

b. fraud, embezzlement, theft, bribery, forgery, falsification, or destruction of

records, or receiving stolen property;

c. a criminal violation of any state or federal antitrust law;

d. violation of the Racketeer Influence and Corrupt Organization Act, 18

U.S.C. §§ 1961 et seq., or the Mail Fraud Act, 18 U.S.C. §§ 1341 et seq., for acts
in connection with the submission of bids or proposals for a public or private
contract;
e. conspiracy to commit any act or omission that would constitute grounds
for conviction or liability under any statute described in subparagraph (d) above;
or

f. an offense indicating a lack of business integrity that seriously and directly

affects responsibility as a City vendor.

5. If the Contractor or any of its officers, directors, partners, five percent or

greater shareholders, principals, or other employee or person substantially involved in its
activities are subject to a judgment of civil liability under any state or federal antitrust
law for acts or omissions in connection with the submission of bids or proposals for a
public or private contract; or

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6. If the Contractor or any of its officers, directors, partners, five percent or

greater shareholders, principals, or other employee or person substantially involved in its
activities makes or causes to be made any false, deceptive, or fraudulent material
statement, or fail to make a required material statement in any bid, proposal, or
application for City or other government work.

B. The right to declare the Contractor in default shall be exercised by sending the
Contractor a written notice of the conditions of default, signed by the Commissioner, setting
forth the ground or grounds upon which such default is declared (“Notice to Cure”). The
Contractor shall have ten Days from receipt of the Notice to Cure or any longer period that is set
forth in the Notice to Cure to cure the default. The Commissioner may temporarily suspend
services under the Agreement pending the outcome of the default proceedings pursuant to this
Section 10.03.

C. If the conditions set forth in the Notice to Cure are not cured within the period set
forth in the Notice to Cure, the Commissioner may declare the Contractor in default pursuant to
this Section 10.03. Before the Commissioner may exercise his or her right to declare the
Contractor in default, the Commissioner shall give the Contractor an opportunity to be heard
upon not less than five business days’ notice. The Commissioner may, in his or her discretion,
provide for such opportunity to be in writing or in person. Such opportunity to be heard shall not
occur prior to the end of the cure period but notice of such opportunity to be heard may be given
prior to the end of the cure period and may be given contemporaneously with the Notice to Cure.

D. After the opportunity to be heard, the Commissioner may terminate the

Agreement, in whole or in part, upon finding the Contractor in default pursuant to this Section
10.03, in accordance with the provisions of Section 10.05.

E. The Commissioner, after declaring the Contractor in default, may have the
services under the Agreement completed by such means and in such manner, by contract with or
without public letting, or otherwise, as he or she may deem advisable in accordance with
applicable PPB Rules. After such completion, the Commissioner shall certify the expense
incurred in such completion, which shall include the cost of re-letting. Should the expense of
such completion, as certified by the Commissioner, exceed the total sum which would have been
payable under the Agreement if it had been completed by the Contractor, any excess shall be
promptly paid by the Contractor upon demand by the City. The excess expense of such
completion, including any and all related and incidental costs, as so certified by the
Commissioner, and any liquidated damages assessed against the Contractor, may be charged
against and deducted out of monies earned by the Contractor.

Section 10.04 Force Majeure

A. For purposes of this Agreement, a force majeure event is an act or event beyond
the control and without any fault or negligence of the Contractor (“Force Majeure Event”). Such
events may include, but are not limited to, fire, flood, earthquake, storm or other natural disaster,

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civil commotion, war, terrorism, riot, and labor disputes not brought about by any act or
omission of the Contractor.

B. In the event the Contractor cannot comply with the terms of the Agreement
(including any failure by the Contractor to make progress in the performance of the services)
because of a Force Majeure Event, then the Contractor may ask the Commissioner to excuse the
nonperformance and/or terminate the Agreement. If the Commissioner, in his or her reasonable
discretion, determines that the Contractor cannot comply with the terms of the Agreement
because of a Force Majeure Event, then the Commissioner shall excuse the nonperformance and
may terminate the Agreement. Such a termination shall be deemed to be without cause.

C. If the City terminates the Agreement pursuant to this Section 10.04, the following
provisions apply. The City shall not incur or pay any further obligation pursuant to this
Agreement beyond the termination date. The City shall pay for services provided in accordance
with this Agreement prior to the termination date. Any obligation necessarily incurred by the
Contractor on account of this Agreement prior to receipt of notice of termination and falling due
after the termination date shall be paid by the City in accordance with the terms of this
Agreement.

Section 10.05 Procedures for Termination

A. The Department and/or the City shall give the Contractor written notice of any
termination of this Agreement. Such notice shall specify the applicable provision(s) under which
the Agreement is terminated and the effective date of the termination. Except as otherwise
provided in this Agreement, the notice shall comply with the provisions of this Section 10.05 and
Section 14.04. For termination without cause, the effective date of the termination shall not be
less than ten Days from the date the notice is personally delivered, or 15 Days from the date the
notice is either sent by certified mail, return receipt requested, delivered by overnight or same
day courier service in a properly addressed envelope with confirmation, or sent by email and,
unless the receipt of the email is acknowledged by the recipient by email, deposited in a post
office box regularly maintained by the United States Postal Service in a properly addressed
postage pre-paid envelope. In the case of termination for default, the effective date of the
termination shall be as set forth above for a termination without cause or such earlier date as the
Commissioner may determine. If the City terminates the Agreement in part, the Contractor shall
continue the performance of the Agreement to the extent not terminated.

B. Upon termination or expiration of this Agreement, the Contractor shall comply

with the City close-out procedures, including but not limited to:

1. Accounting for and refunding to the Department, within 45 Days, any

unexpended funds which have been advanced to the Contractor pursuant to this
Agreement;

2. Furnishing within 45 Days an inventory to the Department of all

equipment, appurtenances and property purchased through or provided under this

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Agreement and carrying out any Department or City directive concerning the disposition
of such equipment, appurtenances and property;

3. Turning over to the Department or its designees all books, records,

documents and material specifically relating to this Agreement that the Department has
requested be turned over;

4. Submitting to the Department, within 90 Days, a final statement and report

relating to the Agreement. The report shall be made by a certified public accountant or a
licensed public accountant, unless the Department waives, in writing, the requirement
that a certified public accountant or licensed public accountant make such report; and

5. Providing reasonable assistance to the Department in the transition, if any,

to a new contractor.

Section 10.06 Miscellaneous Provisions

A. The Commissioner, in addition to any other powers set forth in this Agreement or
by operation of Law, may suspend, in whole or in part, any part of the services to be provided
under this Agreement whenever in his or her judgment such suspension is required in the best
interest of the City. If the Commissioner suspends this Agreement pursuant to this Section 10.06,
the City shall not incur or pay any further obligation pursuant to this Agreement beyond the
suspension date until such suspension is lifted. The City shall pay for services provided in
accordance with this Agreement prior to the suspension date. In addition, any obligation
necessarily incurred by the Contractor on account of this Agreement prior to receipt of notice of
suspension and falling due during the suspension period shall be paid by the City in accordance
with the terms of this Agreement.

B. Notwithstanding any other provisions of this Agreement, the Contractor shall not
be relieved of liability to the City for damages sustained by the City by virtue of the Contractor’s
breach of the Agreement, and the City may withhold payments to the Contractor for the purpose
of set-off in the amount of damages due to the City from the Contractor.

C. The rights and remedies of the City provided in this Article 10 shall not be
exclusive and are in addition to all other rights and remedies provided by Law or under this
Agreement.

Section 10.07 Liquidated Damages

If Schedule A or any other part of this Agreement includes liquidated damages for failure
to comply with a provision of this Agreement, the sum indicated is fixed and agreed as the
liquidated damages that the City will suffer by reason of such noncompliance and not as a
penalty.

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ARTICLE 11 - PROMPT PAYMENT AND ELECTRONIC FUNDS TRANSFER

Section 11.01 Prompt Payment

A. The prompt payment provisions of PPB Rule § 4-06 are applicable to payments
made under this Agreement. With some exceptions, the provisions generally require the payment
to the Contractor of interest on payments made after the required payment date, as set forth in the
PPB Rules.

B. The Contractor shall submit a proper invoice to receive payment, except where
the Agreement provides that the Contractor will be paid at predetermined intervals without
having to submit an invoice for each scheduled payment.

C. Determination of interest due will be made in accordance with the PPB Rules and
the applicable rate of interest shall be the rate in effect at the time of payment.

Section 11.02 Electronic Funds Transfer

A. In accordance with Admin. Code § 6-107.1, the Contractor agrees to accept

payments under this Agreement from the City by electronic funds transfer. An electronic funds
transfer is any transfer of funds, other than a transaction originated by check, draft, or similar
paper instrument, which is initiated through an electronic terminal, telephonic instrument or
computer or magnetic tape so as to order, instruct, or authorize a financial institution to debit or
credit an account. Prior to the first payment made under this Agreement, the Contractor shall
designate one financial institution or other authorized payment agent and shall complete the
“EFT Vendor Payment Enrollment Form” available from the Agency or at
http://www.nyc.gov/dof in order to provide the commissioner of the Department of Finance with
information necessary for the Contractor to receive electronic funds transfer payments through
the designated financial institution or authorized payment agent. The crediting of the amount of a
payment to the appropriate account on the books of a financial institution or other authorized
payment agent designated by the Contractor shall constitute full satisfaction by the City for the
amount of the payment under this Agreement. The account information supplied by the
Contractor to facilitate the electronic funds transfer shall remain confidential to the fullest extent
provided by Law.

B. The Agency Head may waive the application of the requirements of this Section
11.02 to payments on contracts entered into pursuant to Charter § 315. In addition, the
commissioner of the Department of Finance and the Comptroller may jointly issue standards
pursuant to which the Department may waive the requirements of this Section 11.02 for
payments in the following circumstances: (i) for individuals or classes of individuals for whom
compliance imposes a hardship; (ii) for classifications or types of checks; or (iii) in other
circumstances as may be necessary in the best interest of the City.

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C. This Section 11.02 is applicable to contracts valued at $25,000.00 and above.

ARTICLE 12 - CLAIMS

Section 12.01 Choice of Law

This Agreement shall be deemed to be executed in the City and State of New York,
regardless of the domicile of the Contractor, and shall be governed by and construed in
accordance with the Laws of the State of New York (notwithstanding New York choice of law or
conflict of law principles) and the Laws of the United States, where applicable.

Section 12.02 Jurisdiction and Venue

Subject to Section 12.03, the parties agree that any and all claims asserted by or against
the City arising under or related to this Agreement shall solely be heard and determined either in
the courts of the United States located in the City or in the courts of the State located in the City
and County of New York. The parties shall consent to the dismissal and/or transfer of any claims
asserted in any other venue or forum to the proper venue or forum. If the Contractor initiates any
action in breach of this Section 12.02, the Contractor shall be responsible for and shall promptly
reimburse the City for any attorneys’ fees incurred by the City in removing the action to a proper
court consistent with this Section 12.02.

Section 12.03 Resolution of Disputes

A. Except as provided in Subparagraphs (A)(1) and (A)(2) below, all disputes

between the City and the Contractor that arise under, or by virtue of, this Agreement shall be
finally resolved in accordance with the provisions of this Section 12.03 and PPB Rule § 4-09.
This procedure shall be the exclusive means of resolving any such disputes.

1. This Section 12.03 shall not apply to disputes concerning matters dealt
with in other sections of the PPB Rules or to disputes involving patents, copyrights,
trademarks, or trade secrets (as interpreted by the courts of New York State) relating to
proprietary rights in computer software, or to termination other than for cause.

2. For construction and construction-related services this Section 12.03 shall

apply only to disputes about the scope of work delineated by the Agreement, the
interpretation of Agreement documents, the amount to be paid for extra work or disputed
work performed in connection with the Agreement, the conformity of the Contractor’s
work to the Agreement, and the acceptability and quality of the Contractor’s work; such
disputes arise when the City Engineer, City Resident Engineer, City Engineering Audit
Officer, or other designee of the Agency Head makes a determination with which the
Contractor disagrees. For construction, this Section 12.03 shall not apply to termination
of the Agreement for cause or other than for cause.

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B. All determinations required by this Section 12.03 shall be clearly stated, with a
reasoned explanation for the determination based on the information and evidence presented to
the party making the determination. Failure to make such determination within the time required
by this Section 12.03 shall be deemed a non-determination without prejudice that will allow
application to the next level.

C. During such time as any dispute is being presented, heard, and considered
pursuant to this Section 12.03, the Agreement terms shall remain in full force and effect and,
unless otherwise directed by the ACCO or Engineer, the Contractor shall continue to perform
work in accordance with the Agreement and as directed by the ACCO or City Engineer, City
Resident Engineer, City Engineering Audit Officer, or other designee of the Agency Head.
Failure of the Contractor to continue the work as directed shall constitute a waiver by the
Contractor of any and all claims being presented pursuant to this Section 12.03 and a material
breach of contract.

D. Presentation of Dispute to Agency Head.

1. Notice of Dispute and Agency Response. The Contractor shall present its
dispute in writing (“Notice of Dispute”) to the Agency Head within the time specified
herein, or, if no time is specified, within 30 Days of receiving written notice of the
determination or action that is the subject of the dispute. This notice requirement shall not
be read to replace any other notice requirements contained in the Agreement. The Notice
of Dispute shall include all the facts, evidence, documents, or other basis upon which the
Contractor relies in support of its position, as well as a detailed computation
demonstrating how any amount of money claimed by the Contractor in the dispute was
arrived at. Within 30 Days after receipt of the complete Notice of Dispute, the ACCO or,
in the case of construction or construction-related services, the City Engineer, City
Resident Engineer, City Engineering Audit Officer, or other designee of the Agency
Head, shall submit to the Agency Head all materials he or she deems pertinent to the
dispute. Following initial submissions to the Agency Head, either party may demand of
the other the production of any document or other material the demanding party believes
may be relevant to the dispute. The requested party shall produce all relevant materials
that are not otherwise protected by a legal privilege recognized by the courts of New
York State. Any question of relevancy shall be determined by the Agency Head whose
decision shall be final. Willful failure of the Contractor to produce any requested material
whose relevancy the Contractor has not disputed, or whose relevancy has been
affirmatively determined, shall constitute a waiver by the Contractor of its claim.

2. Agency Head Inquiry. The Agency Head shall examine the material and
may, in his or her discretion, convene an informal conference with the Contractor and the
ACCO and, in the case of construction or construction-related services, the City
Engineer, City Resident Engineer, City Engineering Audit Officer, or other designee of
the Agency Head, to resolve the issue by mutual consent prior to reaching a
determination. The Agency Head may seek such technical or other expertise as he or she
shall deem appropriate, including the use of neutral mediators, and require any such

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additional material from either or both parties as he or she deems fit. The Agency Head’s
ability to render, and the effect of, a decision hereunder shall not be impaired by any
negotiations in connection with the dispute presented, whether or not the Agency Head
participated therein. The Agency Head may or, at the request of any party to the dispute,
shall compel the participation of any other contractor with a contract related to the work
of this Agreement and that contractor shall be bound by the decision of the Agency Head.
Any contractor thus brought into the dispute resolution proceeding shall have the same
rights and obligations under this Section 12.03 as the Contractor initiating the dispute.

3. Agency Head Determination. Within 30 Days after the receipt of all

materials and information, or such longer time as may be agreed to by the parties, the
Agency Head shall make his or her determination and shall deliver or send a copy of such
determination to the Contractor and ACCO and, in the case of construction or
construction-related services, the City Engineer, City Resident Engineer, City
Engineering Audit Officer, or other designee of the Agency Head, together with a
statement concerning how the decision may be appealed.

4. Finality of Agency Head Decision. The Agency Head’s decision shall be

final and binding on all parties, unless presented to the Contract Dispute Resolution
Board (“CDRB”) pursuant to this Section 12.03. The City may not take a petition to the
CDRB. However, should the Contractor take such a petition, the City may seek, and the
CDRB may render, a determination less favorable to the Contractor and more favorable
to the City than the decision of the Agency Head.

E. Presentation of Dispute to the Comptroller. Before any dispute may be brought by

the Contractor to the CDRB, the Contractor must first present its claim to the Comptroller for his
or her review, investigation, and possible adjustment.

1. Time, Form, and Content of Notice. Within 30 Days of receipt of a

decision by the Agency Head, the Contractor shall submit to the Comptroller and to the
Agency Head a Notice of Claim regarding its dispute with the Agency. The Notice of
Claim shall consist of (i) a brief statement of the substance of the dispute, the amount of
money, if any, claimed and the reason(s) the Contractor contends the dispute was
wrongly decided by the Agency Head; (ii) a copy of the decision of the Agency Head;
and (iii) a copy of all materials submitted by the Contractor to the Agency, including the
Notice of Dispute. The Contractor may not present to the Comptroller any material not
presented to the Agency Head, except at the request of the Comptroller.

2. Agency Response. Within 30 Days of receipt of the Notice of Claim, the

Agency shall make available to the Comptroller a copy of all material submitted by the
Agency to the Agency Head in connection with the dispute. The Agency may not present
to the Comptroller any material not presented to the Agency Head, except at the request
of the Comptroller.

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3. Comptroller Investigation. The Comptroller may investigate the claim in

dispute and, in the course of such investigation, may exercise all powers provided in
Admin. Code §§ 7-201 and 7-203. In addition, the Comptroller may demand of either
party, and such party shall provide, whatever additional material the Comptroller deems
pertinent to the claim, including original business records of the Contractor. Willful
failure of the Contractor to produce within 15 Days any material requested by the
Comptroller shall constitute a waiver by the Contractor of its claim. The Comptroller may
also schedule an informal conference to be attended by the Contractor, Agency
representatives, and any other personnel desired by the Comptroller.

4. Opportunity of Comptroller to Compromise or Adjust Claim. The

Comptroller shall have 45 Days from his or her receipt of all materials referred to in
Paragraph (E)(3) above to investigate the disputed claim. The period for investigation and
compromise may be further extended by agreement between the Contractor and the
Comptroller, to a maximum of 90 Days from the Comptroller’s receipt of all the
materials. The Contractor may not present its petition to the CDRB until the period for
investigation and compromise delineated in this Paragraph has expired. In compromising
or adjusting any claim hereunder, the Comptroller may not revise or disregard the terms
of the Agreement.

F. Contract Dispute Resolution Board. There shall be a Contract Dispute Resolution

Board composed of:

1. the chief administrative law judge of the Office of Administrative Trials

and Hearings (“OATH”) or his or her designated OATH administrative law judge, who
shall act as chairperson, and may adopt operational procedures and issue such orders
consistent with this Section 12.03 as may be necessary in the execution of the CDRB’s
functions, including, but not limited to, granting extensions of time to present or respond
to submissions;

2. the City Chief Procurement Officer (“CCPO”) or his or her designee; any
designee shall have the requisite background to consider and resolve the merits of the
dispute and shall not have participated personally and substantially in the particular
matter that is the subject of the dispute or report to anyone who so participated; and

3. a person with appropriate expertise who is not an employee of the City.

This person shall be selected by the presiding administrative law judge from a
prequalified panel of individuals, established, and administered by OATH, with
appropriate background to act as decision-makers in a dispute. Such individuals may not
have a contract or dispute with the City or be an officer or employee of any company or
organization that does, or regularly represent persons, companies, or organizations having
disputes with the City.

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G. Petition to CDRB. In the event the claim has not been settled or adjusted by the
Comptroller within the period provided in this Section 12.03, the Contractor, within thirty (30)
Days thereafter, may petition the CDRB to review the Agency Head determination.

1. Form and Content of Petition by the Contractor. The Contractor shall

present its dispute to the CDRB in the form of a petition, which shall include (i) a brief
statement of the substance of the dispute, the amount of money, if any, claimed, and the
reason(s) the Contractor contends that the dispute was wrongly decided by the Agency
Head; (ii) a copy of the decision of the Agency Head; (iii) copies of all materials
submitted by the Contractor to the Agency; (iv) a copy of the decision of the Comptroller,
if any, and (v) copies of all correspondence with, and material submitted by the
Contractor to, the Comptroller’s Office. The Contractor shall concurrently submit four
complete sets of the petition: one to the Corporation Counsel (Attn: Commercial and Real
Estate Litigation Division), and three to the CDRB at OATH’s offices, with proof of
service on the Corporation Counsel. In addition, the Contractor shall submit a copy of the
statement of the substance of the dispute, cited in (i) above, to both the Agency Head and
the Comptroller.

2. Agency Response. Within 30 Days of receipt of the petition by the

Corporation Counsel, the Agency shall respond to the statement of the Contractor and
make available to the CDRB all material it submitted to the Agency Head and
Comptroller. Three complete copies of the Agency response shall be submitted to the
CDRB at OATH’s offices and one to the Contractor. Extensions of time for submittal of
the Agency response shall be given as necessary upon a showing of good cause or, upon
the consent of the parties, for an initial period of up to 30 Days.

3. Further Proceedings. The CDRB shall permit the Contractor to present its
case by submission of memoranda, briefs, and oral argument. The CDRB shall also
permit the Agency to present its case in response to the Contractor by submission of
memoranda, briefs, and oral argument. If requested by the Corporation Counsel, the
Comptroller shall provide reasonable assistance in the preparation of the Agency’s case.
Neither the Contractor nor the Agency may support its case with any documentation or
other material that was not considered by the Comptroller, unless requested by the
CDRB. The CDRB, in its discretion, may seek such technical or other expert advice as it
shall deem appropriate and may seek, on it own or upon application of a party, any such
additional material from any party as it deems fit. The CDRB, in its discretion, may
combine more than one dispute between the parties for concurrent resolution.

4. CDRB Determination. Within 45 Days of the conclusion of all

submissions and oral arguments, the CDRB shall render a decision resolving the dispute.
In an unusually complex case, the CDRB may render its decision in a longer period of
time, not to exceed 90 Days, and shall so advise the parties at the commencement of this
period. The CDRB’s decision must be consistent with the terms of this Agreement.
Decisions of the CDRB shall only resolve matters before the CDRB and shall not have
precedential effect with respect to matters not before the CDRB.

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5. Notification of CDRB Decision. The CDRB shall send a copy of its

decision to the Contractor, the ACCO, the Corporation Counsel, the Comptroller, the
CCPO, and, in the case of construction or construction-related services, the City
Engineer, City Resident Engineer, City Engineering Audit Officer, or other designee of
the Agency Head. A decision in favor of the Contractor shall be subject to the prompt
payment provisions of the PPB Rules. The required payment date shall be 30 Days after
the date the parties are formally notified of the CDRB’s decision.

6. Finality of CDRB Decision. The CDRB’s decision shall be final and

binding on all parties. Any party may seek review of the CDRB’s decision solely in the
form of a challenge, filed within four months of the date of the CDRB’s decision, in a
court of competent jurisdiction of the State of New York, County of New York pursuant
to Article 78 of the Civil Practice Law and Rules. Such review by the court shall be
limited to the question of whether or not the CDRB’s decision was made in violation of
lawful procedure, was affected by an error of Law, or was arbitrary and capricious or an
abuse of discretion. No evidence or information shall be introduced or relied upon in such
proceeding that was not presented to the CDRB in accordance with PPB Rules § 4-09.

H. Any termination, cancellation, or alleged breach of the Agreement prior to or

during the pendency of any proceedings pursuant to this Section 12.03 shall not affect or impair
the ability of the Agency Head or CDRB to make a binding and final decision pursuant to this
Section 12.03.

Section 12.04 Claims and Actions

A. Any claim, that is not subject to dispute resolution under the PPB Rules or this
Agreement, against the City for damages for breach of contract shall not be made or asserted in
any action, unless the Contractor shall have strictly complied with all requirements relating to the
giving of notice and of information with respect to such claims, as provided in this Agreement.

B. No action shall be instituted or maintained on any such claims unless such action
shall be commenced within six months after the final payment under this Agreement, or within
six months of the termination or expiration of this Agreement, or within six months after the
accrual of the cause of action, whichever first occurs.

Section 12.05 No Claim Against Officials, Agents, or Employees

No claim shall be made by the Contractor against any official, agent, or employee of the
City in their personal capacity for, or on account of, anything done or omitted in connection with
this Agreement.

Section 12.06 General Release

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The acceptance by the Contractor or its assignees of the final payment under this
Agreement, whether by check, wire transfer, or other means, and whether pursuant to invoice,
voucher, judgment of any court of competent jurisdiction or any other administrative means,
shall constitute and operate as a release of the City from any and all claims of and liability to the
Contractor, of which the Contractor was aware or should reasonably have been aware, arising out
of the performance of this Agreement based on actions of the City prior to such acceptance of
final payment, excepting any disputes that are the subject of pending dispute resolution
procedures.

Section 12.07 No Waiver

Waiver by either the Department or the Contractor of a breach of any provision of this
Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be
construed to be a modification of the terms of the Agreement unless and until the same shall be
agreed to in writing by the parties as set forth in Section 9.01.

ARTICLE 13 - APPLICABLE LAWS

Section 13.01 PPB Rules

This Agreement is subject to the PPB Rules. If there is a conflict between the PPB Rules
and a provision of this Agreement, the PPB Rules shall take precedence.

Section 13.02 All Legal Provisions Deemed Included

Each and every provision required by Law to be inserted in this Agreement is hereby
deemed to be a part of this Agreement, whether actually inserted or not.

Section 13.03 Severability / Unlawful Provisions Deemed Stricken

If this Agreement contains any unlawful provision not an essential part of the Agreement
and which shall not appear to have been a controlling or material inducement to the making of
this Agreement, the unlawful provision shall be deemed of no effect and shall, upon notice by
either party, be deemed stricken from the Agreement without affecting the binding force of the
remainder.

Section 13.04 Compliance With Laws

The Contractor shall perform all services under this Agreement in accordance with all
applicable Laws as are in effect at the time such services are performed.

Section 13.05 Unlawful Discrimination in the Provision of Services

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A. Discrimination in Public Accommodations. With respect to services provided

under this Agreement, the Contractor shall not unlawfully discriminate against any person
because of actual or perceived age, religion, creed, sex, gender, gender identity or gender
expression, sexual orientation, partnership status, marital status, disability, presence of a service
animal, race, color, national origin, alienage, citizenship status, or military status, or any other
class of individuals protected from discrimination in public accommodations by City, State or
Federal laws, rules or regulations. The Contractor shall comply with all statutory and regulatory
obligations to provide reasonable accommodations to individuals with disabilities.

B. Discrimination in Housing Accommodations. With respect to services provided

under this Agreement, the Contractor shall not unlawfully discriminate against any person
because of actual or perceived age, religion, creed, sex, gender, gender identity or gender
expression, sexual orientation, status as a victim of domestic violence, stalking, and sex offenses,
partnership status, marital status, presence of children, disability, presence of a service or
emotional support animal, race, color, national origin, alienage or citizenship status, lawful
occupation, or lawful source of income (including income derived from social security, or any
form of federal, state, or local public government assistance or housing assistance including
Section 8 vouchers), or any other class of individuals protected from discrimination in housing
accommodations by City, State or Federal laws, rules or regulations. The Contractor shall
comply with all statutory and regulatory obligations to provide reasonable accommodations to
individuals with disabilities.

C. Admin. Code § 6-123. In accordance with Admin. Code § 6-123, the Contractor
will not engage in any unlawful discriminatory practice as defined in and pursuant to the terms of
Title 8 of the Admin. Code. The Contractor shall include a provision in any agreement with a
first-level subcontractor performing services under this Agreement for an amount in excess of
$50,000.00 that such subcontractor shall not engage in any such unlawful discriminatory
practice.

D. Immigration status. In connection with the services provided under this

Agreement, the Contractor shall not inquire about the immigration status of a recipient or
potential recipient of such services unless (i) it is necessary for the determination of program,
service or benefit eligibility or the provision of City services or (ii) the Contractor is required by
law to inquire about such person’s immigration status.

Section 13.06 Americans with Disabilities Act (ADA)

A. This Agreement is subject to the provisions of Subtitle A of Title II of the

Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12131 et seq. (“ADA”) and regulations
promulgated pursuant thereto, see 28 CFR Part 35. The Contractor shall not discriminate against
an individual with a disability, as defined in the ADA, in providing services, programs, or
activities pursuant to this Agreement. If directed to do so by the Department to ensure the
Contractor’s compliance with the ADA during the term of this Agreement, the Contractor shall
prepare a plan (“Compliance Plan”) which lists its program site(s) and describes in detail, how it
intends to make the services, programs and activities set forth in the scope of services herein

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readily accessible and usable by individuals with disabilities at such site(s). If the program site is
not readily accessible and usable by individuals with disabilities, contractor shall also include in
the Compliance Plan, a description of reasonable alternative means and methods that result in
making the services, programs or activities provided under this Agreement, readily accessible to
and usable by individuals with disabilities, including but not limited to people with visual,
auditory or mobility disabilities. The Contractor shall submit the Compliance Plan to the ACCO
for review within ten Days after being directed to do so and shall abide by the Compliance Plan
and implement any action detailed in the Compliance Plan to make the services, programs, or
activities accessible and usable by the disabled.

B. The Contractor’s failure to either submit a Compliance Plan as required herein or

implement an approved Compliance Plan may be deemed a material breach of this Agreement
and result in the City terminating this Agreement.

Section 13.07 Voter Registration

A. Participating Agencies. Pursuant to Charter § 1057-a, if this Agreement is made

by and through a participating City agency and the Contractor has regular contact with the public
in the daily administration of its business, the Contractor must comply with the requirements of
this Section 13.06. The participating City agencies are: the Administration for Children’s
Services; the City Clerk; the Civilian Complaint Review Board; the Commission on Human
Rights; Community Boards; SBS; the Department of Citywide Administrative Services; the
Department of Consumer Affairs; the Department of Correction; the Department of
Environmental Protection; the Department of Finance; the Department of Health and Mental
Hygiene; the Department of Homeless Services; the Department of Housing Preservation and
Development; the Department of Parks and Recreation; the Department of Probation; the Taxi
and Limousine Commission; the Department of Transportation; and the Department of Youth
and Community Development.

B. Distribution of Voter Registration Forms. In accordance with Charter § 1057-a,

the Contractor, if it has regular contact with the public in the daily administration of its business
under this Agreement, hereby agrees as follows:

1. The Contractor shall provide and distribute voter registration forms to all
persons together with written applications for services, renewal, or recertification for
services and change of address relating to such services. Such voter registration forms
shall be provided to the Contractor by the City. The Contractor should be prepared to
provide forms written in Spanish or Chinese, and shall obtain a sufficient supply of such
forms from the City.

2. The Contractor shall also include a voter registration form with any
Contractor communication sent through the United States mail for the purpose of
supplying clients with materials for application, renewal, or recertification for services
and change of address relating to such services. If forms written in Spanish or Chinese

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Appendix A January 2018 Final

are not provided in such mailing, the Contractor shall provide such forms upon the
Department’s request.

3. The Contractor shall, subject to approval by the Department, incorporate

an opportunity to request a voter registration application into any application for services,
renewal, or recertification for services and change of address relating to such services
provided on computer terminals, the World Wide Web or the Internet. Any person
indicating that they wish to be sent a voter registration form via computer terminals, the
World Wide Web or the Internet shall be sent such a form by the Contractor or be
directed, in a manner subject to approval by the Department, to a link on that system
where such a form may be downloaded.

4. The Contractor shall, at the earliest practicable or next regularly scheduled

printing of its own forms, subject to approval by the Department, physically incorporate
the voter registration forms with its own application forms in a manner that permits the
voter registration portion to be detached therefrom. Until such time when the Contractor
amends its form, the Contractor should affix or include a postage-paid City Board of
Elections voter registration form to or with its application, renewal, recertification, and
change of address forms.

5. The Contractor shall prominently display in its public office, subject to

approval by the Department, promotional materials designed and approved by the City or
State Board of Elections.

6. For the purposes of Paragraph A of this Section 13.06, the word

“Contractor” shall be deemed to include subcontractors having regular contact with the
public in the daily administration of their business.

7. The provisions of Paragraph A of this Section 13.06 shall not apply to

services that must be provided to prevent actual or potential danger to life, health, or
safety of any individual or of the public.

C. Assistance in Completing Voter Registration Forms. In accordance with Charter §

1057-a, the Contractor hereby agrees as follows:

1. In the event the Department provides assistance in completing distributed

voter registration forms, the Contractor shall also provide such assistance, in the manner
and to the extent specified by the Department.

2. In the event the Department receives and transmits completed registration

forms from applicants who wish to have the forms transmitted to the City Board of
Elections, the Contractor shall similarly provide such service, in the manner and to the
extent specified by the Department.

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3. If, in connection with the provision of services under this Agreement, the
Contractor intends to provide assistance in completing distributed voter registration forms
or to receive and transmit completed registration forms from applicants who wish to have
the forms transmitted to the City Board of Elections, the Contractor shall do so only by
prior arrangement with the Department.

4. The provision of Paragraph B services by the Contractor may be subject to

Department protocols, including protocols regarding confidentiality.

D. Required Statements. In accordance with Charter § 1057-a, the Contractor hereby

agrees as follows:

1. The Contractor shall advise all persons seeking voter registration forms
and information, in writing together with other written materials provided by the
Contractor or by appropriate publicity, that the Contractor’s or government services are
not conditioned on being registered to vote.

2. No statement shall be made and no action shall be taken by the Contractor

or an employee of the Contractor to discourage an applicant from registering to vote or to
encourage or discourage an applicant from enrolling in any particular political party.

3. The Contractor shall communicate to applicants that the completion of

voter registration forms is voluntary.

4. The Contractor and the Contractor’s employees shall not:

a. seek to influence an applicant’s political preference or party designation;

b. display any political preference or party allegiance;

c. make any statement to an applicant or take any action the purpose or effect
of which is to discourage the applicant from registering to vote; or

d. make any statement to an applicant or take any action the purpose or effect
of which is to lead the applicant to believe that a decision to register or not to
register has any bearing on the availability of services or benefits.

E. The Contractor, as defined above and in this Agreement, agrees that the covenants
and representations in this Section 13.06 are material conditions of this Agreement.

F. The provisions of this Section 13.06 do not apply where the services under this
Agreement are supported by a federal or State grant of funds and the source of funds prohibits
the use of federal or State funds for the purposes of this Section.

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Section 13.08 Political Activity

The Contractor’s provision of services under this Agreement shall not include any
partisan political activity or any activity to further the election or defeat of any candidate for
public, political, or party office, nor shall any of the funds provided under this Agreement be
used for such purposes.

Section 13.09 Religious Activity

There shall be no religious worship, instruction, or proselytizing as part of or in

connection with the Contractor’s provision of services under this Agreement, nor shall any of the
funds provided under this Agreement be used for such purposes.

Section 13.10 Participation in an International Boycott

A. The Contractor agrees that neither the Contractor nor any substantially-owned
affiliated company is participating or shall participate in an international boycott in violation of
the provisions of the federal Export Administration Act of 1979, as amended, 50 U.S.C.
Appendix. §§ 2401 et seq., or the regulations of the United States Department of Commerce
promulgated thereunder.

B. Upon the final determination by the Commerce Department or any other agency
of the United States as to, or conviction of, the Contractor or a substantially-owned affiliated
company thereof, of participation in an international boycott in violation of the provisions of the
Export Administration Act of 1979, as amended, or the regulations promulgated thereunder, the
Comptroller may, at his or her option, render forfeit and void this Agreement.

C. The Contractor shall comply in all respects, with the provisions of Admin. Code
§ 6-114 and the rules issued by the Comptroller thereunder.

Section 13.11 MacBride Principles

A. In accordance with and to the extent required by Admin. Code § 6-115.1, the
Contractor stipulates that the Contractor and any individual or legal entity in which the
Contractor holds a ten percent (10%) or greater ownership interest and any individual or legal
entity that holds a ten percent (10%) or greater ownership interest in the Contractor either (a)
have no business operations in Northern Ireland, or (b) shall take lawful steps in good faith to
conduct any business operations they have in Northern Ireland in accordance with the MacBride
Principles, and shall permit independent monitoring of their compliance with such principles.

B. The Contractor agrees that the covenants and representations in Paragraph A

above are material conditions to this Agreement.

C. This Section does not apply if the Contractor is a not-for-profit corporation.

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Section 13.12 Access to Public Health Insurance Coverage Information

A. Participating Agencies. Pursuant to Charter § 1069, if this Agreement is with a

participating City agency and the Contractor is one to whom this Section 13.11 applies as
provided in Paragraph B of this Section 13.11, the Contractor hereby agrees to fulfill the
obligations in Paragraph C of this Section 13.11. The participating City agencies are: the
Administration for Children’s Services; the City Clerk; the Commission on Human Rights; the
Department for the Aging; the Department of Corrections; the Department of Homeless Services;
the Department of Housing Preservation and Development; the Department of Juvenile Justice;
the Department of Health and Mental Hygiene; the Department of Probation; the Department of
Social Services/Human Resources Administration; the Taxi and Limousine Commission; the
Department of Youth and Community Development; the Office to Combat Domestic Violence;
and the Office of Immigrant Affairs.

B. Applicability to Certain Contractors. This Section 13.11 shall be applicable to a

Contractor operating pursuant to an Agreement which (i) is in excess of $250,000.00 and (ii)
requires such Contractor to supply individuals with a written application for, or written renewal
or recertification of services, or request for change of address form in the daily administration of
its contractual obligation to such participating City agency. “Contractors” to whom this Section
13.11 applies shall be deemed to include subcontractors if the subcontract requires the
subcontractor to supply individuals with a written application for, or written renewal or
recertification of services, or request for change of address form in the daily administration of the
subcontractor’s contractual obligation.

C. Distribution of Public Health Insurance Pamphlet. In accordance with Charter §

1069, when the participating City agency supplies the Contractor with the public health
insurance program options pamphlet published by the Department of Health and Mental Hygiene
pursuant to Section 17-183 of the Admin. Code (hereinafter “pamphlet”), the Contractor hereby
agrees as follows:

1. The Contractor will distribute the pamphlet to all persons requesting a

written application for services, renewal or recertification of services or request for a
change of address relating to the provision of services.

2. The Contractor will include a pamphlet with any Contractor

communication sent through the United States mail for the purpose of supplying an
individual with a written application for services, renewal or recertification of services or
with a request for a change of address form relating to the provision of services.

3. The Contractor will provide an opportunity for an individual requesting a

written application for services, renewal or recertification for services or change of
address form relating to the provision of services via the Internet to request a pamphlet,
and will provide such pamphlet by United States mail or an Internet address where such

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pamphlet may be viewed or downloaded, to any person who indicates via the Internet that
they wish to be sent a pamphlet.

4. The Contractor will ensure that its employees do not make any statement
to an applicant for services or client or take any action the purpose or effect of which is to
lead the applicant or client to believe that a decision to request public health insurance or
a pamphlet has any bearing on their eligibility to receive or the availability of services or
benefits.

5. The Contractor will comply with: (i) any procedures established by the
participating City agency to implement Charter § 1069; (ii) any determination of the
commissioner or head of the participating City agency (which is concurred in by the
commissioner of the Department of Health and Mental Hygiene) to exclude a program, in
whole or in part, from the requirements of Charter § 1069; and (iii) any determination of
the commissioner or head of the participating City agency (which is concurred in by the
commissioner of the Department of Health and Mental Hygiene) as to which Workforce
Investment Act of 1998 offices providing workforce development services shall be
required to fulfill the obligations under Charter § 1069.

D. Non-applicability to Certain Services. The provisions of this Section 13.11 shall

not apply to services that must be provided to prevent actual or potential danger to the life, health
or safety of any individual or to the public.

Section 13.13 Distribution of Personal Identification Materials

A. Participating Agencies. Pursuant to City Executive Order No. 150 of 2011 (“E.O.
150”), if this Agreement is with a participating City agency and the Contractor has regular
contact with the public in the daily administration of its business, the Contractor must comply
with the requirements of this Section 13.12. The participating City agencies are: Administration
for Children’s Services, Department of Consumer Affairs, Department of Correction,
Department of Health and Mental Hygiene, Department of Homeless Services, Department of
Housing Preservation and Development, Human Resources Administration, Department of Parks
and Recreation, Department of Probation, and Department of Youth and Community
Development.

B. Policy. As expressed in E.O. 150, it is the policy of the City to provide

information to individuals about how they can obtain the various forms of City, State, and
Federal government-issued identification and, where appropriate, to assist them with the process
for applying for such identification.

C. Distribution of Materials. If the Contractor has regular contact with the public in
the daily administration of its business, the Contractor hereby agrees to provide and distribute
materials and information related to whether and how to obtain various forms of City, State, and
Federal government-issued identification as the Agency directs in accordance with the Agency’s
plans developed pursuant to E.O. 150.

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ARTICLE 14 - MISCELLANEOUS PROVISIONS

Section 14.01 Conditions Precedent

A. This Agreement shall be neither binding nor effective unless and until it is
registered pursuant to Charter § 328.

B. The requirements of this Section 14.01 shall be in addition to, and not in lieu of,
any approval or authorization otherwise required for this Agreement to be effective and for the
expenditure of City funds.

Section 14.02 Merger

This written Agreement contains all the terms and conditions agreed upon by the parties,
and no other agreement, oral or otherwise, regarding the subject matter of this Agreement shall
be deemed to exist or to bind either of the parties, or to modify any of the terms contained in this
Agreement, other than a written change, amendment or modification duly executed by both
parties pursuant to Article 9 of this Appendix A.

Section 14.03 Headings

Headings are inserted only as a matter of convenience and therefore are not a part of and
do not affect the substance of this Agreement.

Section 14.04 Notice

A. The Contractor and the Department hereby designate the business addresses and
email addresses specified in Schedule A (and if not specified in Schedule A, as specified at the
beginning of this Agreement) as the places where all notices, directions, or communications from
one such party to the other party shall be delivered, or to which they shall be mailed. Either party
may change its notice address at any time by an instrument in writing executed and
acknowledged by the party making such change and delivered to the other party in the manner as
specified below.

B. Any notice, direction, or communication from either party to the other shall be in
writing and shall be deemed to have been given when (i) delivered personally; (ii) sent by
certified mail, return receipt requested; (iii) delivered by overnight or same day courier service in a
properly addressed envelope with confirmation; or (iv) sent by email and, unless receipt of the e-mail
is acknowledged by the recipient by email, deposited in a post office box regularly maintained by
the United States Postal Service in a properly addressed, postage pre-paid envelope.

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C. Nothing in this Section 14.04 shall be deemed to serve as a waiver of any

requirements for the service of notice or process in the institution of an action or proceeding as
provided by Law, including the New York Civil Practice Law and Rules.

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AFFIRMATION
The undersigned proposer or bidder affirms and declares that said proposer or bidder is not in
arrears to the City of New York upon debt, contract or taxes and is not a defaulter, as surety or
otherwise, upon obligation to the City of New York, and has not been declared not responsible,
or disqualified, by any agency of the City of New York, nor is there any proceeding pending
relating to the responsibility or qualification of the proposer or bidder to receive public contract
except _____________________________________________________________.
Full name of Proposer or Bidder [below]
____________________________________________________________________________
Address_____________________________________________________________________
City___________________________ State_____________________ Zip Code____________

CHECK ONE BOX AND INCLUDE APPROPRIATE NUMBER:

 A- □ Individual or Sole Proprietorships
SOCIAL SECURITY NUMBER _____________________________________

 B- □ Partnership, Joint Venture or other unincorporated organization

EMPLOYER IDENTIFICATION NUMBER ___________________________

 C- □ Corporation
EMPLOYER IDENTIFICATION NUMBER ___________________________

By_____________________________
Signature

_______________________________
Title
If a corporation place seal here
Must be signed by an officer or duly authorized representative.
* Under the Federal Privacy Act, the furnishing of Social Security numbers by bidders or
proposers on City contracts is voluntary. Failure to provide a Social Security number will
not result in a bidder’s/proposer’s disqualification. Social Security numbers will be used
to identify bidders, proposers, or vendors to ensure their compliance with laws, to assist
the City in enforcement of laws, as well as to provide the City a means of identifying
businesses seeking City contracts.
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Department’s Mailing Address and Email

Address for Notices

Contractor’s Mailing Address and Email

Address for Notices

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CERTIFICATES OF INSURANCE

Instructions to New York City Agencies, Departments, and Offices

All certificates of insurance (except certificates of insurance solely evidencing

Workers’ Compensation Insurance, Employer’s Liability Insurance, and/or
Disability Benefits Insurance) must be accompanied by one of the following:

(1) the Certification by Insurance Broker or Agent on the following page

setting forth the required information and signatures;

-- OR --

(2) copies of all policies as certified by an authorized representative of the

issuing insurance carrier that are referenced in such certificate of
insurance. If any policy is not available at the time of submission, certified
binders may be submitted until such time as the policy is available, at
which time a certified copy of the policy shall be submitted.

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CITY OF NEW YORK

CERTIFICATION BY INSURANCE BROKER OR AGENT

The undersigned insurance broker or agent represents to the City of New York that the
attached Certificate of Insurance is accurate in all material respects.

_____________________________________________________
[Name of broker or agent (typewritten)]

_____________________________________________________
[Address of broker or agent (typewritten)]

_____________________________________________________
[Email address of broker or agent (typewritten)]

_____________________________________________________
[Phone number/Fax number of broker or agent (typewritten)]

_____________________________________________________
[Signature of authorized official, broker, or agent]

_____________________________________________________
[Name and title of authorized official, broker, or agent (typewritten)]

State of ……………………….)
) ss.:
County of …………………….)

Sworn to before me this _____ day of ___________ 20___

_______________________________________________________
NOTARY PUBLIC FOR THE STATE OF ____________________

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WHISTLEBLOWER PROTECTION EXPANSION ACT POSTER

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APPENDIX B – SCOPE OF WORK

FOR
WESTHAB – POL 87(2)(a)

ARTICLE 1. DEFINITIONS

The following words and phrases, or pronouns used in their stead, shall, wherever they appear in
this Agreement, be defined as follows (See the Human Services portion of this Agreement and
Appendix A for additional definitions):

A. “ACS” means the New York City Administration for Children’s Services.

B. “Client Responsibility” or “Client Responsibility Procedure” refers to the Client

Conduct and Responsibility Procedure established by the Department pursuant to 18 N.Y.C.R.R.
§ 352.35 and other applicable provisions of Law.

C. “Construction Completion” shall mean the date an initial Temporary Certificate of

Occupancy is secured for the Facility.

D. “Construction Lender” shall mean the institution which funds the Construction
Loan, its successors and/or assigns, as their interests may appear.

E. “Construction Loan” shall mean the loan which shall pay for the acquisition,
construction/renovation, and development of the Premises and which may repay the Acquisition
Loan, if applicable. To the extent there is only a single loan which remains in place for both the
construction and permanent phases, the “Construction Loan” for the purpose hereof shall mean
such construction/permanent loan prior to the Building Rent Commencement Date.

F. “Construction Loan Closing” shall mean the event during which the Contractor or
Owner, as applicable, closes on the Construction Loan, including execution and delivery of the
documents evidencing the Construction Loan, in order to start and complete construction of the
Building.

G. “Construction Loan Closing Date” shall mean the date of the Construction Loan
Closing.

H. “Department Policies” mean policies and procedures established by the

Department, including the Department’s Fiscal Manual.

I. “Family” or “Client” means families with children whom the Department refers to
the Facility.

J. “Fixed Costs” shall mean the costs set forth in Appendix E - Fixed Costs Schedule,
as such Appendix E may be replaced in accordance with the terms of the Agreement.

K. “HRA” means the New York City Human Resources Administration.

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L. "Loan Closing Date" means the Permanent Loan Closing Date. To the extent there
is only a single loan which remains in place for both the construction and permanent phases, the
"Loan Closing Date" shall mean the Construction Loan Closing Date.

M. “Part 900 Regulations” mean the regulations codified in Title 18, Part 900 of New
York Codes, Rules and Regulations, 18 N.Y.C.R.R. § 900.1, et. seq.

N. “Permanent Lender” or "Lender" shall mean the institution which funds the
Permanent Loan, its successors and/or assigns, as their interests may appear. To the extent that
the Permanent Loan is refinanced in accordance with Article 22 of this Appendix B, after the
Refinancing, "Permanent Lender" shall mean the lender issuing the new loan entered into in
accordance with such Article 22, its successors and/or assigns, as their interests may appear.

O. “Permanent Loan” shall mean the loan which shall repay the Construction Loan
and any remaining outstanding costs for the development of the Building. To the extent there is
only a single loan which remains in place for both the construction and permanent phases, the
“Permanent Loan” for the purpose hereof shall mean such construction/permanent loan from and
after the Building Rent Commencement Date. The Permanent Loan shall be fully amortizing and
not exceed the Lease Term (“Amortization Period”). To the extent that the Permanent Loan is
refinanced in accordance with Article 22 of this Appendix B, after the Refinancing, "Permanent
Loan" shall mean the new loan entered into in accordance with such Article 22.

P. “Permanent Loan Closing” shall mean the event during which the Contractor or
Owner, as applicable, closes on the Permanent Loan, including execution and delivery of the
documents evidencing the Permanent Loan. To the extent there is only a single loan which remains
in place for both the construction and permanent phases, the “Permanent Loan Closing” for the
purpose hereof shall mean the Building Rent Commencement Date.

Q. “Permanent Loan Closing Date” shall mean the date of the Permanent Loan
Closing.

R. “Operational Plan” means the operational plan established by the Contractor in

accordance with Part 900 Regulations.

S. “Registration” shall mean the completion of the process by which contracts are
presented to be registered pursuant to Section 2–12 of the Rules of the Procurement Policy Board
of the City of New York and Section 328 of the New York City Charter.

T. “Services” mean the services the Contractor shall provide to Clients of the Facility.

U. “Shelter Operation Commencement” shall mean the date that Contractor

commences the admission of residents into the Shelter after obtaining approval from the New York

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State Office of Temporary and Disability Assistance (“OTDA”) for the Facility and the
Department’s written approval for occupancy.

ARTICLE 2. GENERAL

Article 2.A. Purpose

Contractor shall operate the Facility (as hereinafter defined) at the Premises as a transitional
residence for eligible homeless families with the capacity of 105 units for Families with Children.
For purposes of this Agreement, for any provision in this Appendix B that requires the approval
of the Department, such approval shall not be unreasonably withheld, conditioned or delayed.

Article 2.B. Description of the Project

The Premises will be located on a parcel known as Block 2034 , Lot 135 on the Tax Map of the
City of New York, Borough of Brooklyn. The Prremises measures approximately 14,400 square
feet, and is currently occupied by a vacant approximately 14,400 square foot church that has been
closed for several years. Upon construction completion, the shelter will provide approximately
75,212 square feet as shelter space (the “Facility”). The Facility will provide capacity for 105 units
as a shelter for families with children on floors 1 through 11.
The Contractor will ensure a Construction Loan Closing, Construction Completion, Permanent
Loan Closing, and Shelter Operations Commencement are secured in accordance with the attached
Appendix F - Project Schedule.

Article 2.C. Owner and Lease

Contractor will enter into the Lease for use of the Premises with 108 St. Edwards Housing
Development Fund Corporation, a New York not-for-profit corporation formed pursuant to
Article XI of the Private Housing Finance Law (the “Owner” or “HDFC”). The Owner shall be
the borrower for both the Construction Loan and Permanent Loan for the Premises. The sole
member of the Owner shall be Contractor. If the Owner is replaced and the Owner and the
Contractor are affiliates, then the Contractor shall also be replaced.

The Contractor has submitted or shall submit the Lease prior to the Construction Loan Closing for
review and approval by the Department, as discussed in Article 10 C v (2) and (3) and Article 19
below, and, if approved, such approval shall be confirmed by the Department in an estoppel
certificate issued on or prior to the Construction Loan Closing Date. Such Lease, and any and all
assignments and transfers will be subject to the rights of the Construction Lender and Permanent
Lender, and to review and written approval by DHS. Contractor shall ensure that the Lease
includes a provision that requires the Owner, in the event of a termination of the Agreement for
any reason, to, so long as the Department is not in default with respect to its obligation to make
full payments of Building Rent, Insurance Rent and Tax Rent, if applicable, as provided herein,
recognize as a tenant under such Lease any entity designated by the Department to continue to
perform the obligations of Contractor under the Agreement or a Replacement Agreement as
contemplated in Article 13 of Appendix B of the Agreement and Section 3.03(U) of the

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Agreement. No such Lease provisions shall be waived, terminated or amended without the
Department’s prior written consent, given in the Department’s sole discretion.

ARTICLE 3. PROJECT FINANCING

Article 3.A. Construction & Permanent Loans

The Construction Loan amount and Permanent Loan amount, financing fees, interest rate, and
term are included and made a part hereof as Appendix E –Fixed Costs Schedule. The Department
and Contractor acknowledge that the Construction Lender and Permanent Lender have not been
identified as of the date hereof.

1. Department Pre-Approval of the Construction Lender

To the extent that theConstruction Lender and Permanent Lender are not available on the date
hereof, the foregoing shall be provided to the Department in writing prior to Construction Loan
Closing, as may be applicable, and pre-approved by the Department (and confirmed in an estoppel
certificate issued by the Department on or prior to the , Construction Loan Closing Date and
Permanent Loan Closing Date, as applicable) if it can be demonstrated that the Construction
Lender and/or their respective agents or designees will conduct industry standard due diligence
prior to the Construction Loan Closing on the scope of work, construction documents, the general
contractor, the general contractor contract, the proposed construction budget, and title to the
Premises. During construction, the proposed Construction Lender shall monitor construction
using a professional architect, engineer, or other construction professional and make payments
based on construction progress, with retainage until Construction Completion, ensure that the
general contractor is properly insured, secure from the general contractor payment and
performance bonds [and/or a completion guarantee, or other form of guarantee, and hold back
payment from the general contractor as necessary to secure a permanent Certificate of Occupancy
and completion of any and all punch list items. Contractor shall ensure that performance bonds on
all contracts or subcontracts for construction or pre-renovation work name the Department and
City of New York as obligees. Contractor shall ensure that the City of New York is made
beneficiary of any guarantee for the completion of construction enforceable by the Construction
Lender pursuant to the Contruction Loan, commencing as of the Building Rent Commencement
Date. The responsibilities of the Construction Lender set forth in this paragraph extend beyond
the start of Building Rent Payments until the project secures a permanent Certificate of Occupancy
and completion of all punch list items.

The Department shall provide written pre-approval of the Construction Lender or the Department's
reasonable objections thereto within ten (10) business days of its receipt of a request from the
Contractor for pre-approval of the Construction Lender. The Department’s failure to provide such
approval or objection within said ten (10) business day period shall be deemed its approval.
Notwithstanding the foregoing, Construction Lender or Permanent Lender may sell their loan to
another lender during the term of the Construction Loan or Permanent loan, as applicable, and
such transfer shall not be subject to Department approval, however, the Construction Lender or
Permanent Lender shall provide the Department written notice of said transfer.
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With respect to any request for the Department's approval or pre-approval or any obligation to
notify the Department in the Agreement, the time period within which such notification is required
to be made or within which the Department is required to respond shall be extended for a
reasonable amount of time in the event of any future pandemic, strikes, acts of God, governmental
restrictions (other than any restrictions specific to the Premises), enemy action, civil commotion,
fire, unavoidable casualty, or other causes beyond the control of the notifying party or the City, as
applicable.

Article 3.B. Requirements prior to Construction Loan Closing

Contractor shall ensure that all the following requirements have been met prior to the Construction
Loan Closing Date, which must be no later than sixty (60) days after the Registration of this
Agreement (the “Construction Loan Closing Outside Date”), which date shall be extended by the
Department up to 6 months (plus any additional amount of time as may be reasonably required in
order to address any objections raised by the Department) upon the request of Contractor provided
that Contractor provides evidence of diligently pursuing the achievement of Construction Loan
Closing. Upon satisfaction of these requirements the Department shall issue a written
acknowledgment of such satisfaction in form satisfactory to Construction Lender such that
Construction Loan Closing may occur.

The requirements are as follows:

1. Compliance with Department Design Requirements:

Prior to Construction Loan Closing, the Contractor shall cause the Project to comply with
following the Design Requirements as described in Article 4:

i. Contractor will cause the Project to comply with the Department Design Comments for
the Facility described in Article 4, Section A, and secure Architect’s Pre-Construction
Certificate as described in Article 4, Section B.

ii. Contractor will cause the Project to comply with the Department environmental review
requirements in Article 4, Section C; and

iii. Contractor will cause the Project to secure Enterprise Green Communities Pre-Build
Approval in Article 4, Section D.

2. Permits and Approvals:

The Contractor shall secure the approval of all regulatory agencies whose approval of the
Building's design and applicable phase of construction is required, including, but not limited to, as
applicable, the New York City Landmark Commission, the New York City Department of
Environmental Protection, and the New York City Department of Buildings. All drawings shall
bear all required stamps of approval, including the seal and authorized facsimile of the signature
of the Architect of Record and shall be accompanied by all necessary applications, certificates, or

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permits of all Federal, State and local agencies having jurisdiction over the work. Copies of such
drawings must be submitted to the Department prior to Construction Loan Closing.

If the Construction Loan Closing and property acquisition occur simultaneously, and such
approvals have not been obtained primarily because the Owner was required to acquire the
Premises in order to secure permits and approvals, the Contractor shall cause the approvals to be
pursued as expeditiously as possible.

3. Approval of the General Contractor and Development Budget:

Prior to the Construction Loan Closing, Contractor shall submit the proposed general contractor
for review and approval by the Department. Department approval shall be required for any
successor general contractor. The Department shall provide such written approval or its reasonable
objections thereto within ten (10) business days of its receipt thereof. The Department’s failure to
provide such approval or objection within said ten (10) business day period shall be deemed its
approval.

The Contractor and Department have agreed to the guaranteed maximum or lump sum cost for the
construction of the Building (“Hard Costs”), and all line by line development budget costs
including the cost of acquisition and acquisition financing fees and carrying costs (“Acquisition
Costs”), soft costs, including professional fees, financing fees, carrying costs, contingency and
reserves, (“Soft Costs”), and developer fee (“Developer Fee”), together “Total Development
Cost.” Contractor shall complete or cause to be completed all the work necessary to obtain all
required governmental approvals within the Total Development Cost, unless otherwise approved
by the Department, which approval shall not be unreasonably withheld, conditioned or delayed
provided that such changes do not impact the Building Rent Payment amount as provided
hereunder.

The development budget outlining all line by line development budget costs is attached hereto in
Appendix E - Fixed Costs Schedule. Any changes to the Total Development Cost and Appendix
E – Fixed Costs Schedule prior to Construction Loan Closing, including any change that would
impact the amount of the Permanent Loan as previously approved and the Building Rent Payment
amount, as set forth in Article 3.03 of this Agreement, requires written approval of the Department,
which approval shall not be required for line item reallocations that do not impact the Total
Development Cost and Appendix E – Fixed Costs Schedule, though Contractor shall provide the
Department written notice of said changes. The approval of the Department shall not be
unreasonably withheld, conditioned or delayed. The Department shall provide such written
approval or its reasonable objections thereto within ten (10) business days of its receipt thereof.
The Department’s failure to provide such approval or objection within said ten (10) business day
period shall be deemed its approval.

4. General Loan Elements:

Prior to Construction Loan Closing, any proposed material modifications to the Building Rent
Commencement Date, the Construction Loan amount, the Construction Lender, Construction Loan
Closing Date, Construction term, the material terms of the Construction Loan (including the
interest rate and loan term), the Permanent Loan amount, Permanent Loan Closing Date, and
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Permanent Lender, and the terms of the Permanent Loan (including the interest rate and loan term)
as such items are set forth in Appendix E –Fixed Costs Schedule and Appendix F – Project
Schedule requires written approval from the Department. Any changes to Appendix E approved
pursuant to the immediately preceding sentence shall be reflected in a replacement Appendix E
and memorialized in an amendment to the Agreement in accordance with Section 3.03(A) of the
Agreement, and any changes to Appendix F approved pursuant to the immediately preceding
sentence shall be reflected in a replacement Appendix F and memorialized in an amendment to the
Agreement. Any replacement of Appendix F shall require the prior written consent of any lender
that may be affected by such replacement, which consent may be withheld in such lender's sole
and absolute discretion.

Article 3.C. Building Renovation/Construction

1. Construction and Site Inspections by the Department

After the Construction Loan Closing Date, the construction of the Building shall proceed with all
reasonable due diligence in accordance with the Design Requirements as described in Article 4
below. During construction of the Premises, the Contractor shall secure the right for the
representatives of the Department every reasonable and safe opportunity to inspect the work done
or being done. The Department shall have the right to make reasonable suggestions regarding the
performance of the work and notify the Contractor of any work that is not in conformance of the
Design Requirements in Article 4 below. The Contractor shall cause the general contractor to cure
any such non-conforming work within ten calendar (10) days of notification by the Department
that the work is not in conformance with the Design Requirements or if the non-conforming work
cannot be cured within ten calendar (10) days the Contractor agrees to diligently work until the
problem is cured. The Department will be given rights to attend either weekly job meetings and/or
monthly requisition meetings afforded the Contractor.

Contractor shall provide monthly progress reports to the Department indicating the progress of
construction against the original Construction Completion date, in addition to any reports provided
to the Contractor by its or Owner’s professional architect, engineer, or owner’s representative.
Contractor will provide its architect and engineer reports to the Department to a designated
recipient at the Department to track construction progress.

Any actions by the Department pursuant to this Section shall not relieve the Contractor of its
obligation to perform the work in strict accordance with the terms of this Agreement.

2. Notification of Delays to the Department

Within ten (10) business days of the Contractor’s actual knowledge of commencement of any
condition which may delay the completion of the construction of the Building, the Contractor must
notify the Department in writing of the effect of such condition on the progress of the work and
state why and in what respects, the condition is causing or may cause a delay in the completion of
the Building.

3. Evidence of Sufficient Funds for Construction Completion

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At any time during construction until the Permanent Loan Closing Date, the Contractor must notify
Department within two (2) business days of any identified delays that would result in the projected
Construction Completion Deadline (as defined below in Subsection E) to be after the projected
Permanent Loan Closing Date and commencement of Building Rent Payments.

The monthly reports described in Subsection C.1 above must indicate that there are sufficient funds
to secure Construction Completion from available Construction Loan proceeds. Should any
shortfalls be present, Contractor must provide evidence to the Department that it has sufficient
sources of funds to secure Construction Completion.

Sixty (60) days prior to commencement of Building Rent Payments, Contractor must present
evidence that there are sufficient funds to ensure Construction Completion.

4. Disbursement of Developer Fee during Construction

The developer fee as identified in Appendix E –Fixed Costs Schedule may be disbursed by the
Construction Lender as follows: up to 20% at the Construction Loan Closing; an additional 30%
upon issuance of a Temporary Certificate of Occupancy; and the remaining 50% upon the opening
of the Shelter in accordance with the requirements of Subsection (E)(5) and (E)(6) below.
Disbursements of developer fee requires Department review and approval in the following
circumstances: (i) At any time the projected Construction Completion Deadline is adjusted to be
after the projected Permanent Loan Closing Date and commencement of Building Rent Payments;
and (ii) at any time there is evidence of insufficient funds for the completion of construction.

Article 3.D. Intentionally Omitted.

Article 3.E. Requirements for Construction Completion and Shelter Operation

Commencement, and the Disbursement of Developer Fee to the Contractor

The Contractor must satisfy the following requirements for Construction Completion and Shelter
Operation Commencement.

1. Construction Completion
Construction Completion shall be achieved in accordance with the schedule provided in Appendix
F – Project Schedule (the “Construction Completion Deadline”). The Contractor shall cause the
Owner to maintain the Temporary Certificate of Occupancy until receipt of the permanent
Certificate of Occupancy.

The Construction Completion Deadline may be extended in three (3) month increments for
unavoidable delays, including but not limited to, delays caused solely by the New York City
Buildings Department, or with the Department's approval, which approval shall not be
unreasonably withheld or denied, if the failure to obtain the Temporary Certificate of Occupancy
arises from any other cause beyond the Contractor's reasonable control and which failure cannot
be reasonably corrected by the Contractor. For purposes of this section, the term “unavoidable
delays” shall mean any delays due to future pandemic, strikes, acts of God, governmental
restrictions, unavailability of labor/materials, enemy action, civil commotion, fire, unavoidable
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casualty, or other causes beyond the control of the Contractor; provided, however, that the failure
of the Contractor to fulfill the requirements to receive financing for the purchase of the property
and construction shall not be deemed a cause beyond the control of the Contractor.

2. Shelter Operation Commencement

Shelter Operations Commencement shall be achieved in accordance with the schedule provided in
Appendix F – Project Schedule (the “Shelter Operations Commencement Date”), unless
extended in three (3) month increments simultaneously with the Construction Completion
Deadline. Contractor shall submit a complete application for an operating certificate issued by
OTDA at least three (3) months in advance of the Construction Completion Deadline (including
any extensions), implement staff hiring, policies & procedures, and furnishing as required by
OTDA, and, with assistance from the Department, the Contractor shall admit residents as further
described in Article 8 below and begin operating the shelter.

Any extension of the Shelter Operations Commencement Date requested by the Contractor and
granted by the Department shall represent an acceptance by the Contractor of an extension of the
Term of the Agreement as defined in Article 2.01 of the Agreement, should the Department pursue
such an extension of the Term.

3. Compliance with Design Requirements

The Contractor shall provide the Department with proof of compliance with the Building Design
Requirements as described in Article 4 below:
i. Contractor shall cause the Project architect to execute a certificate to the Department (see
attached Appendix H – Architect’s Construction Completion Certificate);
ii. Contractor shall show evidence of the Project’s compliance with the environmental
requirements in Article 4, Section C; and
iii. Contractor will ensure evidence of application is secured for Enterprise Green
Communities Certification Post-Build Approval in Article 4, Section D.

In addition, Contractor must submit to the Department a copy of the final as-built drawings,
specifications, warranties, and shop drawings approved by the Contractor’s architect and all
operation manuals in electronic format.

4. Final Requisition
The Contractor must provide to the Department a copy of the final requisition submitted to the
Construction Lender and identify any development budget cost modifications that differ from the
development budget in Appendix E –Fixed Costs Schedule, or as subsequently modified and
approved prior to the Construction Loan Closing in accordance with Section (B)(3) above. Any
cost savings from the development budget must be used in the following order, with approval from
the Department: (i) first, to replenish any developer fees that may have been reduced as a result of
cost overruns during construction; (ii) second, to finance Project start-up costs necessary to secure
the OTDA operating certificate; and (iii) third, if permitted by the Permanent Lender, to reduce
the size of the Permanent Loan, or if not so permitted, to a use agreed upon in writing by the
Department and Contractor and approved by Permanent Lender.

5. Disbursement of Developer Fee

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Upon satisfaction of the requirements set forth above in Subsections (1) through (4) and the
following requirements:

(i) execution and submission for recordation of the Declaration in accordance with Article 6 below;
(ii) the Owner must be a Housing Development Fund Corporation formed under Article 11 of the
Private Housing Finance Law controlled by the Contractor; and (iii) the Contractor shall be
required to provide proof of the satisfaction of the Construction Loan if the Construction Loan is
separate from the Permanent Loan;

the Department shall issue a written acknowledgment of such satisfaction in form satisfactory to
Construction/Permanent Lender (“Completion Notice”) and the Contractor may request that the
Construction/Permanent Lender, as applicable, pay any remaining developer fee as described in
Appendix E –Fixed Costs Schedule. For the avoidance of doubt, the Contractor’s failure to meet
any of the above requirements within the time frames set forth above shall not permit the
Department to terminate this agreement or delay the Building Rent Commencement Date but rather
the sole remedy of Department shall be to decline to issue the Completion Notice until such
requirements have been completed.

6. Permanent Certificate of Occupancy

The Contractor agrees that 5% of the total developer fee, though not more than $50,000, be held
with the Construction Lender or Permanent Lender, as applicable, until the Building secures the
permanent Certificate of Occupancy.

7. Protocol for Requesting Department Approval

When requesting Department approvals or extensions hereunder Contractor shall send a written
request by email to:

To:
Assistant Commissioner for Purpose Built Shelter
NYC Department of Homeless Services
33 Beaver Street, 20th Floor
New York, NY 10004
Email: bcheigh@dhs.nyc.gov

With a copy to:

General Counsel
NYC Department of Social Services
4 World Trade Center, 42nd Floor
New York, NY 10004
Email: calhounm@dss.nyc.gov

Such requests must include the Contractor Name, Shelter Address, Contract Number or EPIN,
Nature of the Request and Relevant Contract Provision (for example, “Under Art. 3 (D) (1) I am
requesting my 2nd three (3) month extension for construction completion due to x, y, z”).

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ARTICLE 4. DESIGN REQUIREMENTS

Article 4.A. Department Review & Approval of Drawings

1. General Compliance
The Contractor shall cause the Owner to design the Facility to meet the program and physical
requirements of the New York State OTDA Rules and Regulations and, in addition, to be in full
compliance with the requirements of all applicable Federal, State and local laws, regulations, codes
and ordinances, including, but not limited to, the New York City Zoning Resolution, New York
City Building Code, New York City Construction Code, the New York City Housing Maintenance
Code, the New York State Multiple Dwelling Law, Subtitle A of Title II of the Americans with
Disabilities Act of 1990 and regulations pursuant (see 28 CFR Part 35), the Fair Housing Act,
Section 504 for the Rehabilitation Act of 1973 and Accessibility Requirements, the 1981 Callahan
Consent Decree, and the 2017 Butler Settlement.

2. Department Review of Architectural Plans

Prior to the date hereof the Department has reviewed and provided comments dated June 10, 2022
(the “Department Design Comments”) for plans and designs prepared by a licensed professional
(“Architectural Plans”) for the Facility dated April 8, 2022, (the “Previously Reviewed Plans”),
and the Contractor has reviewed and agreed to incorporate such comments into further developed
architectural plans and eventually the Construction Documents, as defined below. The Department
agrees to review modified Architectural Plans based on the Department Design Comments if
requested by the Contractor to do so prior to Department review of Construction Documents.
3. Department Review of Construction Documents
After the date hereof Contractor shall cause to be prepared and submitted for Department review
the construction documents, which include the construction drawings and specifications and
construction schedule for the construction of the Facility (collectively, the “Construction
Documents”). The Department review of the Construction Documents shall be limited to (i)
confirming that the Department Design Comments were incorporated; and (ii) confirming that any
changes from the Previously Reviewed Plans do not adversely impact compliance with the 1981
Callahan Consent Decree, compliance with the 2017 Butler Settlement, or the number of units
available. The Construction Documents shall incorporate any changes in the previously reviewed
Architectural Plans requested by the Department to the extent within the scope of the two areas set
forth in the immediately preceding sentence. The Department agrees to review modified
Construction Documents based on Department comments if requested by the Contractor to do so.

Contractor shall ensure that any Construction Documents or other contracts or subcontracts it
enters into for construction, pre-renovation or renovation of the Premises are assignable by the
Contractor to the Department, and assignable by the Contractor (or assignee) to a replacement
contractor or subcontractor of the Department’s choice. All such assignments shall be subject to
Department review and approval. All such assignments shall be subject to any assignments in
favor of the Construction Lender or Permanent Lender, as applicable.

4. Department Approval of Construction Documents

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a) Within four (4) weeks of the submission of the Construction Documents required in
accordance with Sections A and B above, the Department shall notify the Contractor if the
Construction Documents are acceptable (subject to the limitations set forth in subsection
C above. The Department for good cause may extend the two (2) week time period. If the
Construction Documents are acceptable to the Department (subject to the limitations set
forth in subsection C above), the Contractor shall proceed to the next phase of the scope of
work, as defined herein. If the Construction Documents are not acceptable to the
Department (subject to the limitations set forth in subsection C above), the Department
shall notify the Contractor.in reasonable detail of the reasons the Construction Documents
are not acceptable. The Contractor shall have two (2) weeks from the receipt of such
notification, unless additional time is agreed to in writing by the Department, which
approval will not be unreasonably withheld or denied, to correct the Construction
Documents and re-submit such Construction Documents to the Department, as further
described in Section D (3), below. The approved Construction Documents shall be
incorporated into this Agreement and made a part hereof.

b) In the event the Department does not notify the Contractor within four (4) weeks (or
such other time period as provided for in Section D (1) above) of the submission of the
Construction Documents that the Construction Documents are acceptable (subject to the
limitations set forth in subsection C above), or if not acceptable (subject to the limitations
set forth in subsection C above), give the reasons in writing why the Construction
Documents are not acceptable, the Construction Documents shall be deemed approved by
the Department.

c) The Department may agree to extend the Contractor's time to provide acceptable
Construction Documents, which agreement shall not be unreasonably withheld or denied.

The Department shall verify, in writing to the Contractor, Owner and Permanent Lender
that the Construction Documents meet the requirements for the Department’s requirements
for a Shelter and such verification shall be deemed approval of the Construction Documents
by the Department.

d) The Contractor shall make commercially reasonable efforts not to permit the deletion of
any item of work called for on the Construction Documents or make any substitutions for
specified materials or methods of construction without the prior written approval of the
Department to the extent that such changes would adversely impact compliance with the
Callahan Consent Decree or that change the number of beds available. Department
approval shall not be required for substitution of materials with materials of equal or better
quality.

5. Approval by Others

Notwithstanding anything in this Article to the contrary, the approval of the Construction
Documents by the Department shall not be deemed an approval of the same by any other Federal,
State or City agency.

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Any actions by the Department pursuant to this Section shall not relieve the Contractor of its
obligation to perform the work in strict accordance with the terms of this Agreement.

6. Modifications
Subsequent to the Department approval, Contractor agrees that any changes, modifications, or
amendments to the plans which occur subsequently will require written Department approval
where such change, modification, or amendment would: 1) materially change the scope, quality,
or appearance of the Building; 2) change the number, distribution or configuration of the capacity
of transient residences; 3) materially reduce the floor area of any sleeping facilities, (either beds,
rooms, or units), or other amenity space in the Building; or 4) cause similarly designed dwellings
not to be similarly constructed.

Article 4.B. Architect’s Pre-Construction and Post-Construction Certificate

1. Architect’s Pre-Construction Certificate

Prior to Construction Loan Closing, Contractor shall ensure that the Building’s architect executes
and attaches to this Agreement a certification to the Department (see attached Appendix G -
Architect Certificate Construction & Design Requirements) stating that in the architect’s
professional opinion, if the Building is constructed in accordance with the Department approved
drawings, the completed Building will be in compliance with the applicable construction and
design requirements contained in Chapter 11 of the New York City Building Code or New York
City LL 58-87 as applicable, Section 804(f)(3)(C) of the federal Fair Housing Act (42 U.S.C.
3604(f)(3)(C)) and implementing regulations at 24 CFR 100.205, Subtitle A of Title II of the
Americans with Disabilities Act of 1990 and regulations promulgated pursuant thereto (28 CFR
Part 35), and Section 504 of the Rehabilitation Act of 1973 and Accessibility Requirements (29
U.S.C. 794) and implementing regulations at 24 CFR part 8, and in compliance with the
requirements, Codes, Rules and Regulations of the State of New York, Title 18, Chapter II, Part
900 regarding Shelters for Families.

2. Architect’s Post-Construction Certificate

Prior to disbursement of remaining developer fee in accordance with Article 3(E) above,
Contractor shall cause its architect to execute a certification to the Department (see attached
Appendix H - Architect’s Construction Completion Certificate) stating that in the architect’s
professional opinion, the completed Building is in compliance with the applicable construction
and design requirements contained in Chapter 11 of the New York City Building Code or New
York City LL 58-87 as applicable, Section 804(f)(3)(C) of the federal Fair Housing Act (42 U.S.C.
3604(f)(3)(C)) and implementing regulations at 24 CFR 100.205, Subtitle A of Title II of the
Americans with Disabilities Act of 1990 and regulations promulgated pursuant thereto (28 CFR
Part 35), and Section 504 of the Rehabilitation Act of 1973 and Accessibility Requirements (29
U.S.C. 794) and implementing regulations at 24 CFR part 8, and in compliance with the
requirements, Codes, Rules and Regulations of the State of New York, Title 18, Chapter II, Part
900 regarding Shelters for Families.

Article 4.C. Compliance with Department Environmental Requirements

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The Contractor shall cause the Project to comply with the requirements contained in the
Department Environmental Assessment Statement and the Negative Declaration identified under
CEQR #21DHS043K (“EAS Requirements”), and the implementation requirements contained
therein.

Article 4.D. Compliance with Enterprise Green Communities NYC Overlay

All new construction and substantial rehabilitation projects are required to comply with the NYC
Overlay of Enterprise Green Communities. The Building must secure Enterprise Green
Communities Pre-Approval prior to the Construction Loan Closing. Following Construction
Completion and prior to disbursement of developer fee pursuant to Article 3(E) above, the
Contractor shall apply for and receive Enterprise’s confirmation to the Contractor that Contractor’s
application to obtain Enterprise Green Communities Certification is complete.

ARTICLE 5. FUTURE USE OF BUILDING

A. The Contractor shall ensure that the Owner causes the execution, delivery, and recordation of
a Declaration of Restrictive Covenant (“Declaration”) with the Office of the City Register of the
City of New York for Kings County, against the property records of the Premises, in recordable
form, pursuant to which, among other things, the Owner shall ensure that the future use of the
Premises is restricted for the term of the Declaration to a facility to be used to provide temporary
emergency housing and housing support services for individuals and households determined by
the Department to be eligible for shelter, permanent rental housing for persons of low income and
families of low income (as defined under the New York State Private Housing Finance Law), or
any other use that benefits the public as approved by the Department or another City Agency as
designated by the Department.

B. The Declaration must be in effect from the Building Rent Commencement Date and must have
a term of sixty (60) years from the Shelter Operations Commencement Date or as extended in
accordance with Article 3.03(U) of the Agreement. During the first forty (40) years of the sixty
(60) year term, the use of the Premises shall be restricted to shelter use as described above, unless
this contract is terminated by the Department in accordance with Section 3.03(U) before the
contract term expires or the Department chooses not enter into a new contract after the current
contract term expires during the first forty(40) year period. If either such event occurs, the
Declaration will still remain in effect for sixty (60) years. The Declaration will only be
extinguished in the event of a foreclosure by the Construction Lender and/or Permanent Lender,
as applicable, due to default of Building Rent Payment, Insurance Rent payment or Tax Rent, if
applicable. The language in the Declaration is subject to Department approval before filing, which
approval shall be confirmed in an estoppel certificate issued by the Department on or prior to the
Construction Loan Closing Date.

C. The Contractor represents and warrants to the City, and the Declaration shall provide, that it is
subject and subordinate to the liens of the Construction Loan and the Permanent Loan, but so long
as the Department is not in default with respect to its obligation to make full payments of Building
Rent, Insurance Rent and Tax Rent, if applicable, as provided herein, the Construction Lender and
Permanent Lender shall agree to observe, or permit Owner and Contractor to observe, the terms
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and conditions of the Declaration. The Declaration shall be superior to each and every other Lien
(defined below) on the Premises, except as otherwise approved by the Department in writing.

D. For purposes of this Agreement, “Lien” means any lien (statutory or otherwise), encumbrance,
lease, easement, option, restriction, estate or other interest including, but not limited to, mechanic’s
laborer’s, materialman’s and public improvement liens, restrictive covenant, security interest,
mortgage, deed of trust, priority, pledge, charge, conditional sale, title retention agreement,
financing lease or other encumbrance, interest or similar right of others, or any other agreement to
give any of the foregoing.

E. All costs and expenses incurred in connection with the recordation of the Declaration shall be
paid solely at the Contractor’s expense or from the proceeds of the Construction Loan or
Permanent Loan.

ARTICLE 6. RESIDENCE SERVICES

6.1 GENERAL

A. Facility. Contractor shall operate the Facility as a temporary emergency shelter for
homeless families with a capacity of 105 units.

B. Purpose. The parties acknowledge that shelter is not a home, but rather temporary emergency
housing for homeless families experiencing a housing crisis and that Contractor’s primary
obligation under this Agreement is to assist Families in obtaining permanent housing as quickly
as possible.

C. Applicable Standards. The Contractor shall perform all services under this Agreement and
operate the Facility in accordance with this Agreement, Department Policies and Laws
including, but not limited to, Part 900 Regulations and other applicable State regulations, in
effect at the time such services are performed.

D. Operational Plan.

i. The Contractor shall operate the Facility and provide Services to Families in
accordance with the requirements of its Operational Plan.

ii. The Contractor shall submit its Operational Plan for Department and OTDA approval
prior to commencement of this Agreement.

iii. In the event the Department and/or OTDA notifies the Contractor that the Operational
Plan is not acceptable or raise questions about the Plan, the Contractor shall have ten (10) business
days from the receipt of such notification, to amend and/or respond to questions about the Plan.

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iv. If the Contractor does not submit, amend or respond to questions about the Operational
Plan within the times prescribed in this Section of Appendix B, the Department, in its sole
discretion, may withhold payment for services to the Contractor for each day it is late in responding
to the Department and/or OTDA.

6.2 REFERRALS

A. Source of Referrals. The Department shall be the sole source of referrals of Families to the
Facility.

B. Acceptance of Referrals. The Facility and the Contractor shall, in accordance with its
Operational Plan, accept all Families referred to it by the Department and shall do so on a 24
hour, seven-day a week, 365-day a year basis.

6.3 INTAKE AND ASSESSMENT

A. Client Rights and Client Code of Conduct. Within 48 hours of a Family’s arrival at the
Facility, and in accordance with the Department’s Client Conduct and Responsibility Procedure,
Contractor staff (“Staff”) shall present, explain, and ask the Family’s head of household and other
adult Family members to sign the Statement of Client Rights and Client Code of Conduct (“Client
Code of Conduct”). As described in the Code, Staff shall (a) inform the Family of the expectations
for behavior in shelter and that they must comply with them; (b) explain that shelter is temporary
and, therefore, the Family must perform all necessary steps to move to permanent housing as
expeditiously as possible; and (c) explain that the Family’s shelter may be discontinued if the
Family fails to comply with the requirements of the Client Code of Conduct.

B. Independent Living Plan. Within 48 hours of a Family’s arrival at the Facility, Staff shall
develop jointly with the Client an independent living plan (“ILP”) setting forth the steps the Client
must take to achieve self-sufficiency and relocate to permanent housing, as described in Article
8.4, below.

C. Income Savings Requirement. Within 48 hours of a Family’s arrival at the Facility, the
Staff shall explain the Income Savings Requirement (“ISR”), request that the Family provide
documentation of their earned (employment) income to determine whether the Family is eligible
for ISR, and inform the Family that if they are eligible for the program, they must comply with the
program’s requirements to save a specified amount of their earned income every month.

D. Public Assistance. Within 48 business hours of a Family’s arrival at the Facility, Staff shall
refer all Families not on public assistance (“PA”) to HRA for an assessment of their eligibility for
PA.

6.4 INDEPENDENT LIVING PLAN

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A. Development. Staff shall work with each Client to develop an ILP that complies with
applicable provisions of the Client Responsibility Procedure and provides the steps the Client must
take, including the time frames to complete each step, in order to relocate to permanent housing as
quickly as possible.

B. Assistance. Staff shall assist the Client in implementing the ILP, including working closely
with the Family and using appropriate case management to obtain evaluations and services
designed to help the Family achieve permanent housing.

C. Ongoing Review.

i. Staff shall meet with the Client every two (2) weeks to review the Family’s compliance
with the requirements of their ILP. At this bi-weekly meeting, Staff shall update or revise the ILP
as necessary to reflect any changes in the Family’s circumstances that may impact their relocation
to permanent housing.

ii. Staff shall meet each week to review, discuss and update the ILP of a Client who has
infant children (i.e., children six months old or younger) or an open ACS case.

iii. At these weekly or bi-weekly meetings, Staff shall review the Client’s compliance or
non-compliance with the ILP and, in the event of non-compliance, inform the Client that continued
non-compliance may result in discontinuance of shelter.

iv. Staff shall include a copy of the Client’s ILP(s) in the Client’s case record, and
document in the case record the Client’s progress, or lack of progress, toward transitioning into
permanent housing, compliance or non-compliance with the ILP(s) and, in the case of non-
compliance, warnings to the Client that continued non-compliance may result in discontinuance
of shelter.

6.5 EMPLOYMENT AND INCOME SUPPORTS

A. Contractor Responsibilities. The Contractor shall assist the Client in obtaining the
financial resources necessary to secure permanent housing by helping Clients to obtain
employment and/or income supports as quickly as possible and to budget and save their income to
pay for permanent housing.

B. Employment.

i. For Clients who are on PA, the Contractor shall assist them in adhering to employment–
related tasks, activities, timeframes and other requirements necessary for maintaining their
eligibility for PA.

ii. For Clients who are not eligible for PA, the Contractor shall assist them in seeking and
securing employment and, if appropriate, job training.

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iii. The Contractor shall include in the ILP of Clients the requirement that they seek and
obtain employment and, if appropriate, job training, as quickly as possible.

C. Income Supports.

i. The Contractor shall assist a Client in applying for whatever income supports the Client
may be eligible and in maintaining eligibility for such supports. These income supports include
but are not limited to:
1. PA
2. Food Stamps
3. Social Security Income (SSI)
4. Social Security Disability Income (SSDI)
5. Veterans Benefits
6. Child Support
7. Unemployment Benefits
8. Medical Assistance
9. Tax Credits, including the Earned Income Tax Credit (EITC), Child Tax Credit
(CTC) and Child Care Tax Credit (CCTC).

ii. The Contractor shall include in the ILP of the Family the requirement to apply for
income supports as quickly as possible and maintain their eligibility for them.

D. Savings.

i. The Contractor shall assist Families in budgeting their income (earned and/or unearned)
in order to save as much income as possible to pay for permanent housing.

ii. The Contractor shall assist Families eligible for ISR in complying with the program’s
requirements and include in their ILP a requirement to comply with ISR.

iii. The Contractor shall assist Families not eligible for ISR in developing an appropriate
savings plan and include in their ILP a requirement to comply with their savings plan.

6.6 SECURING PERMANENT HOUSING

A. Contractor Responsibilities. The Contractor shall assist the Family in seeking and securing
permanent housing.

B. Assistance. The Contractor shall assist the Family in seeking and securing permanent
housing by, among other things:

1. Advising a Family of their responsibility to seek and accept suitable permanent

housing;
2. Assisting a Family in locating suitable permanent housing and advising a Family that
they are also responsible for seeking additional apartments on their own;
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3. Providing a Family with appropriate forms to document their housing efforts such as
apartment search and rejection forms, verifying all housing rejections, including the
reason for the rejection; and including all apartment search and rejection forms in the
Family’s case record;
4. Ensuring that all relevant housing applications are completed in an appropriate and
timely manner and that a copy is retained in the Family’s case record;
5. Documenting and following up on all of the Family’s permanent housing applications
and housing appointments;
6. Preparing a Family for housing interviews and accompanying a Family on housing
searches where appropriate;
7. Securing an evaluation, when appropriate, of a Family member to determine whether
the family member has a mental or physical condition that affects the suitability of a
particular housing option; and
8. Including in the Family’s ILP a requirement that they must seek and accept suitable
permanent housing within a prescribed timeline.

6.7 CLIENT RESPONSIBILITY

A. Enforcement of Client Responsibility. The parties recognize that the purpose of Client
Responsibility is to ensure that Families reside in a safe shelter environment and move
expeditiously from temporary emergency shelter into permanent housing. The parties
acknowledge that it is critical for shelter staff and shelter clients to adhere to their respective
responsibilities under the Client Responsibility Procedure and work together in order to achieve
this critical goal.

B. Staff Responsibilities. The Contractor shall ensure that Staff carries out their
responsibilities under the Client Responsibility Procedure.

C. Client Responsibilities. The Contractor shall ensure that Staff assists Clients in carrying
out their responsibilities under the Client Responsibility Procedure and holds Clients accountable
for unreasonable failure to do so by issuing First ILP Violations or Sanctions in accordance with
the requirements of the Procedure.

6.8 OTHER SERVICES

A. Information and Referral Services. The Contractor shall maintain a listing of local
community agencies and programs the services of which may be of assistance to Clients in
transitioning to permanent housing. Staff shall refer Families to such programs where
appropriate.

B. Child Care Services. The Contractor shall provide child care services through referral of
Families to child care providers in the vicinity of the Facility. Child care services must comply
with Part 900 Regulations and other applicable provisions of Law.

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C. Health Services.

i. The Contractor shall refer all families to a medical provider in the community for a
full history and physical exam and emergency treatment as needed. The Contractor shall
not be responsible for the costs of such services.

ii. Clients with communicable diseases shall not be allowed to stay inside their private units
and shall not be allowed in common areas, kitchens, cafeterias, computer rooms, etc,
until no longer infectious, as indicated by their doctor or the Department of Health and
Mental Health (DOHMH).

iii. If a client has serious and readily communicable diseases such as airborne infections
including measles, tuberculosis, diphtheria, pertussis and others, and will not remain
isolated in their private units, they must be sent to a hospital for isolation until no
longer infectious.

iv. The Contractor shall ensure that at least one staff on each shift is trained and
certified to administer basic first aid.

v. The Contractor shall ensure that sufficient staff are trained as Certified Overdose
Prevention Responders to cover all shifts at all times. All staff subject to
encountering a client at risk of an overdose shall be trained, including security staff.
The Contractor shall identify an Overdose Prevention Champion who shall train or
coordinate training for staff and clients.

D. Food Services. The Contractor shall ensure that families can conveniently obtain three-well
balanced meals daily either through provision of a cooking facility in each Family’s unit or through
provision of meals on site. For Facilities that have approval to provide meals on site, such
Facilities shall comply with applicable provisions of the Part 900 Regulations concerning food
services, including § 900.10 and § 900.13 of those Regulations, and with all applicable Laws
regarding the provision of food services including, but not limited to, New York City Agency Food
Standards, a copy of which is annexed as Exhibit 1 to this Appendix B.

E. Recreational Services. The Contractor shall provide recreation services, either onsite or by
referral to services offsite, to children residing in the Facility and shall purchase and keep an
inventory of equipment needed for recreational activities.

6.9 CASE MANAGEMENT SYSTEM

A. CTS. Until otherwise directed by the Department, the Contractor shall coordinate and
document all case management services through the Department’s Client Tracking System
(“CTS”).

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B. CARES. Upon the Department’s direction, the Contractor shall participate in training on
the Client Assistance Rehousing Enterprise System (“CARES”) and coordinate and document all
case management services through CARES.

6.10 STAFFING, SUPERVISION AND MONITORING

A. Staffing.

i. The Contractor shall be responsible for the recruitment of appropriate personnel,

verification of credentials and references, background checks, and selection and hiring of all
personnel necessary for the performance of this Agreement. The Contractor shall carry out these
responsibilities in accordance with other applicable provisions of this Agreement, Part 900
Regulations, including § 900.11 of those Regulations, and other applicable Law. The Contractor
shall maintain documentation indicating compliance with this subsection of Appendix B, subject
to inspection by the Department.

ii. Staffing shall be as set forth in the budget, a copy of which is attached as Appendix C
to this Agreement.

iii. For prospective employees, the Contractor shall make written inquiry of the applicant’s
three (3) most recent prior employers, if applicable. The Contractor shall use its best efforts to
obtain a response to such inquiries prior to placing employees on the payroll.

iv. The Contractor shall require all prospective employees to complete an employment
application. Such application shall include, but not be limited to, inquiries regarding prior criminal
convictions, if any, the evaluation of which shall be in accordance with Article 23-A of the New
York State Correction Law. The Contractor shall maintain documentation indicating compliance
with this subsection.

v. The Contractor shall submit to the Department a list of its key employees in accordance
with the requirements of this Agreement. Additionally, the Contractor shall submit home
telephone numbers and a full job description, including education and prior employment
experience of all such key employees.

vi. The Contractor shall have the final right of approval over the selection of the Director
of the Facility and the Facility’s Director of Social Services, which approval shall not be
unreasonably withheld. If at any time the Department is of the opinion that either of these Directors
is not performing satisfactorily, it shall notify the Contractor and the Director shall not work at the
Facility.

B. Supervision. The Contractor shall ensure that Staff’s supervision of the Facility and its Clients
complies with all applicable provisions of this Agreement, Department Policies and Part 900
Regulations.

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C. Monitoring and Evaluations of the Contractor. The Department shall monitor and evaluate
the performance of the Contractor under this Agreement at such times and in such manner as
the Department reasonably deems appropriate. If an independent program evaluation of the
Contractor is performed, the Contractor shall provide the Department with a copy of such
evaluation within ten (10) days after receipt by the Contractor.

6.11 EMERGENCIES, SAFETY AND SECURITY, AND FACILITY ACCESS

A. Emergencies and Other Incidents. The Contractor shall handle, report and document
emergencies and other incidents in accordance with applicable provisions of this Agreement,
Department Policies, including the Department’s Criteria for Reporting Incidents, and Part 900
Regulations.

B. Safety and Security. Staff shall implement safety and security procedures in
accordance with other applicable provisions of this Agreement, Department Policies, and Part 900
Regulations, including § 900.11 and § 900.12 of those Regulations.

C. Facility Access. Applicable Law requires the Department and its shelter providers
to protect the confidentiality of those who apply for and receive shelter or other public assistance
benefits. Accordingly, the Department established and the Contractor shall comply with the
Department’s Facility Access Procedure in order to maintain the confidentiality of Clients, and to
ensure that the resources within the Department’s family shelter system are used solely to further
the Department’s core mission of providing temporary emergency shelter and housing placement
assistance to homeless families.

ARTICLE 7. LITIGATION NOTIFICATION

The Contractor agrees to notify the Department of any litigation arising out of non-payment of
Building Rent within two (2) business days, but in no event more than five (5) business days, after
acquiring this information and forthwith provide the Department with all pertinent papers and
documentation in advance of any pending court hearings or litigation. The Contractor shall provide
its own legal representation. The Contractor shall, within three (3) business days, notify the
Department in writing of the results of such court hearings or litigation.

ARTICLE 8. ENVIRONMENTAL STANDARDS

A. Environmental Standards. The Contractor shall ensure that each location containing
designated Shelter Units which may be in one entire Building, in multiple Buildings, or in a
portion of a Building (“Facility”), is in compliance with the environmental standards set forth
in all applicable provisions of this Agreement, Department Policies, and Part 900 Regulations,
including §900.5, §900.11 and §900.12 of those Regulations.

i. An appropriate Unit shall be provided to each Family referred to each Facility. The
Contractor shall provide minimum furnishings for each Unit in accordance with §
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900.12 of the Part 900 Regulations. Minimum furnishings shall include one (1) bed
per person, crib (as necessary), lamps, bureau, locker or similar secured container, table
and chairs.

ii. Staff shall conduct health and safety inspections of all Family units bi-weekly, except
Staff shall conduct weekly inspections of the units of Families with newborns and/ or
open ACS cases. Staff shall maintain documentation indicating their compliance with
this subsection, including findings and corrective action taken, subject to inspection by
the Department.

B. Use of Space. Space in each Facility shall be used exclusively for the purposes set forth
in this Agreement.

C. Operation and Maintenance. The Contractor shall operate and maintain each Facility in
accordance with all applicable provisions of this Agreement, Department Policies, Part 900
Regulations, including § 900.12 of those Regulations, and all other applicable Laws.

i. Hiring of Superintendent/Maintenance Staff. The Contractor shall hire a qualified

superintendent and maintenance staff for each Facility who have a satisfactory
knowledge of building maintenance and meet the Department’s experience
requirements.

1. The Superintendent hired by the Contractor must have five (5) years of experience
working at buildings of similar size to the Facilities. The Department reserves the
right to review the qualifications of candidates selected by the Contractor for the
Superintendent position. The Contractor shall submit the resumes of at least five
(5) potential Superintendent candidates to the Department for review. The
Department shall notify the Contractor if the proposed candidates for
Superintendent are acceptable within two (2) weeks of the submission.

2. Each individual hired by the Contractor as part of its maintenance staff must possess
a general knowledge of building repair and maintenance, including, but not limited
to, maintenance and repair of building systems (e.g., electric, HVAC, and fire
safety) and the maintenance and repair of interior building components (e.g,
carpentry, masonry, and tile repair).

3. The Contractor shall ensure that the Superintendent, along with all building
maintenance staff, maintain all applicable licenses and certificates. The Contractor
shall retain copies of all licenses and certificates for Superintendent and
maintenance staff, and make these records available for the Department to review.

ii. Property Management Plan.

The Contractor shall submit a draft Property Management Plan to the Department within
30 days after registration of this Agreement. The Plan shall outline the Contractor’s
strategy for handling routine maintenance and emergency repairs; set forth a schedule for
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inspections and preventive maintenance; and describe how the Contractor shall meet its
responsibilities and obligations described in this Section. The Plan must describe: (i)
procedures for inspecting, and maintenance of all areas of each Facility on a regular basis;
how the Contractor will comply with the applicable legal standards for inspections and
maintenance of the various building systems, along with any additional standards as may
be issued by the Department; (iii) how the Contractor will handle client complaints made
directly to Facility staff; and (iv) how the Contractor will handle client complaints made
to the City’s shelter resident complaint hotline. If any Facility is in a leased building, the
Contractor shall describe how it will coordinate maintenance and repair obligations with
the Landlord. The Plan must also describe how the Contractor will develop an auditable
system for recording and tracking all inspection, maintenance and repairs performed at
each Facility. The Plan shall be deemed to be in full force and effect upon approval from
the Department. The Plan shall serve as the binding direction for the Contractor’s
maintenance of each Facility. The Department may reject the Plan, in which case the
Contractor shall resubmit the Plan within ten (10) business days. Any changes to the Plan
must conform to all requirements as set forth in this subsection, including resubmission
and approval of the Plan. Contractor’s failure to submit or obtain an approved Property
Management Plan within the prescribed deadline shall constitute a Category 2 Deficiency
for which the Contractor may be subject to enforcement pursuant to the Department’s
Shelter Inspection Procedure 15-210, as amended (the “Procedure”) and all remedies
enumerated in the Agreement and permitted under the governing law.

iii. Maintenance/Repair Obligations.

1. The Contractor shall be responsible for the preventative, daily, corrective, interior,
and emergency maintenance and repair of each Building, as well as exterior and
structural repair and maintenance if Contractor occupies the Facility under a lease
where the Contractor has assumed a portion of the Landlord’s operating costs, and
bears the responsibility of exterior and structural repair and maintenance (a “Net
Lease”). The Contractor’s obligations in this regard include, but are not limited
to: the maintenance of all mechanical systems (including HVAC, boiler, hot water,
emergency generator, elevator and fire safety) and the interior and exterior building
components, including general plumbing, carpentry, electric, window screens,
window glass, non-capital masonry, tile repair, door alarms, locks, grounds,
equipment, and furnishings.

2. In the event the Contractor leases any Facility space, the Contractor shall be
responsible for all of the above maintenance and repair obligations to the extent
responsibility is so allocated under its lease. The Contractor shall also exercise all
available remedies available under the lease for each Facility to ensure its Landlord
complies with all Landlord repair and maintenance obligations.

3. The Contractor shall comply with and correct any deficiency (“Deficiency”), as
defined in the Department’s Shelter Inspection Procedure Number 15-210, as
amended (“Procedure”), within the specified deadlines.

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4. The Contractor shall only pay for repairs necessitated by client vandalism to the
extent the vandalism was the result of the Contractor’s negligent supervision of the
Clients. Repairs necessitated by client vandalism and not the result of the
Contractor’s negligent supervision of the Clients will be completed by the
Contractor in accordance with this Article and funded by the Department.

5. The Contractor shall be responsible for curing all violations issued against any
Facility. The Contractor shall immediately, notify the Department of any such
violations. The Contractor shall prepare and submit corrective action plan for
curing capital and non-capital violations, including time frames for curing these
violations, and written notice once these violations have been cured, in accordance
with all applicable laws and the Procedure. The corrective action plan must be
submitted to the Department in a time and manner to be determined by the
Department.

6. The Contractor shall consult with, and receive written approval from the
Department before initiating any structural changes, including renovations and
room reconfigurations, divisions or change in use.

7. Violations shall be considered Deficiencies for purposes of enforcement.

iv. Liquidated Damages

1. Liquidated damages may be discharged, at the Department’s option, as deductions

against any pending invoice of the Contractor (other than invoices for Building
Rent), under this Agreement. All such amounts that are not so deducted will be
paid forthwith to the Department by the Contractor, upon written demand.
Liquidated damages are not penalties against the Contractor and are in addition to
all other remedies allowed under the Agreement or otherwise by law.

2. For each day that the Contractor fails to correct a Category 1 Deficiency within the
prescribed 24 hour deadline, the Department may assess liquidated damages in the
amount of one hundred twenty five dollars ($125.00) per day.

3. For each day that the Contractor fails to correct a Category 2 Deficiency within the
prescribed 30 day deadline, the Department may assess liquidated damages in the
amount of fifty dollars ($50.00) per day.

4. For each day that the Contractor fails to correct a Category 3 Deficiency within the
prescribed 60 day deadline, the Department may assess liquidated damages in the
amount of twenty-five dollars ($25.00) per day.

5. This Section shall apply, except in the case of delays result from Acts of God,
natural disaster or declaration of war.

v. Contractor Authorization for Department Repairs

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1. The Contractor hereby authorizes the Department to use Department resources,

including, but not limited to Department contractors, to correct any Deficiency if
the Contractor does not, or is unable to, correct the Deficiency within the applicable
deadline. This remedy is in addition to, and not in lieu of, any other remedies the
Department may have under this Agreement or law. The Contractor agrees to not
hold the Department and the City of New York liable for any consequential
damages arising from any repairs performed by the Department.

2. In the event the Contractor leases any Facility, the Contractor shall include in its
lease for the Facility a provision allowing the Department or Department
contractors to enter the Facility to correct any Deficiency that the Contractor or its
Landlord fails to repair.

3. The Contractor shall submit a copy of its lease for Department review and approval
prior to the execution of this Agreement. The Department will not approve any
lease that does not allow the Department to enter the Facility for the purposes of
making repairs.

4. The Department will recoup and/or withhold all expenses incurred by the
Department in correcting a Deficiency (including, but not limited to, labor and
materials) from funds due or scheduled to become due to the Contractor under this
Agreement.

D. Recoupment and/or Withholding.

In the event the Department recoups and/or withholds money in accordance with this Article and
the Procedure, the Contractor understands and expressly agrees that any recoupment and/or
withholding shall come from funds allocated in the Budget for Administrative Overhead, in the
event the Deficiency is the Contractor’s responsibility either under its lease for the Facility or due
to Contractor’s ownership of the Facility. In the event the Deficiency is the responsibility of the
landlord under the lease, the recoupment and/or withholding shall come from funds allocated in
the Budget for rent.

The Contractor is prohibited from using funds in the Budget designated for a purpose other than
Administrative Overhead or rent to pay for or offset any recoupment and/or withholding by the
Department pursuant to this Article.

Except for DHS's right to terminate Building Rent, Insurance Rent and Tax Rent to the extent
expressly provided in Section 3.03(T) of the Agreement following the exercise of the Assignment
Remedy Election and failure of the Site Remedy Election to be satisfied in accordance with its
terms, any other rights of DHS to offset, abate, reduce or terminate payments under the Agreement
set forth in this Article and elsewhere in this Agreement, including but not limited to those
contained in Appendix A, Section 8.07 and Article 10, and Article B of the Uniform Federal
Contract Provision Rider for Federally Funded Procurement Contracts, shall be made against the
“services” portion of the payments to be made by DHS to the Contractor and not from the Building
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Rent Payment Insurance Rent or, if applicable, Tax Rent, if applicable, portions of the payments
to be made by DHS. Nothing in this Subsection shall reduce or restrict the right of DHS to offset,
in accordance with the terms of the Agreement, amounts for the “services” (excluding Insurance
Rent and, if applicable, Tax Rent,) portion of the payments to be made by DHS to the Contractor.

ARTICLE 9. EQUIPMENT AND FURNISHINGS

A. Title, Maintenance and Disposal. The Contractor shall comply with all applicable
provisions of this Agreement and Department Policies concerning title to, maintenance and
disposal of equipment or other property.

B. Inventory Maintenance Procedures. Within ten (10) calendar days of the commencement
of this Agreement the Contractor shall submit an initial inventory and inventory maintenance
procedures for Department approval. These procedures shall be designed to ensure that the
Contractor maintains accurate records to account for all equipment, furnishings and supplies
purchased with Department funds. The inventory maintenance procedures shall include, but not
be limited to the following controls:

1. All goods received must be recorded in inventory records.

2. A receiving report shall be prepared for every item purchased and shall include but not
be limited to evidence that someone counted the items received and physically
inspected the items to ensure they were received in good condition. The person
preparing the receiving report shall be an individual independent of the Contractor’s
purchasing function.

3. The receiving report shall be compared against the invoice to ensure that only items
delivered are paid for.

4. Supplies shall be kept in a secured area; access to such area shall be restricted to only
those employees authorized by the Program Director; and all inventory issuances shall
be authorized by the Program Director or his/her designee (only one person may be
designated for this function).

5. All equipment, furnishings and supplies shall be delivered directly to the Facility unless
otherwise authorized by the Department in writing.

6. Contractor shall maintain and as necessary replace all furnishings and equipment.

7. Contractor shall furnish to the Department, on an annual basis for the term of this
Agreement and any renewal term, an inventory of all furnishings, equipment, and
supplies purchased with Department funds.

ARTICLE 10. OCCUPANCY

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A. Occupancy Rate. For those shelters with 31 or more units, the minimum occupancy rate is
95%. For those shelters with 10 to 30 units, the minimum occupancy rate is 90%. The
minimum occupancy rate shall be calculated on an annual basis. The Contractor shall not
operate a shelter in the Facility below the minimum occupancy rate applicable to the Facility
without the prior written approval of the Department.

B. Unit Availability. A unit shall be available within twenty-four (24) hours of the unit being
vacated. This period may be extended, with the prior approval of the Department in the event
repairs to the unit are required to make the unit habitable.

ARTICLE 11. CHANGE OF THE BUILDING’S DESIGNATED OPERATOR.

In the event of a default by the Contractor hereunder after expiration of applicable notice and cure
periods and the Department determines there is a need to replace the Contractor prior to the
termination or expiration of the Term, the Contractor shall adhere to the requirements set forth in
Section 3.03 (U) of the Agreement. This provision shall survive the termination of this Agreement.

Contractor shall ensure that any contracts or subcontracts it enters into for performance of any
services required by the Agreement are assignable by the Contractor (or assignee) to a replacement
contractor or subcontractor of the Department’s choice. All such assignments shall be subject to
Department review and approval. Contractor shall ensure that performance bonds on all contracts
or subcontracts for construction or pre-renovation work name the Department and the City of New
York as obligees. Contractor may provide a completion guarantee, or other form of guarantee (i.e.
Letter of Credit), as an alternative to a performance bond.

ARTICLE 12. CHANGE OF USE

The parties acknowledge that the needs of the City and the purposes, for which the Premises shall
be used, may change over the Term of this Agreement. In the event the Department determines
that the type of program(s) being operated at the Premises should be changed, the parties may
amend this Agreement to reflect the change in program(s). Any such amendment(s) shall be made
with the consent of Contractor, and subject to all required approvals and the Contractor's ability to
provide the new services. Contractor is responsible for acquiring all pre-requisite approvals,
including any funding approvals prior to requesting an amendment from the Department.

ARTICLE 13. COMMUNITY RELATIONS

The Contractor shall form an advisory council to include Contractor's staff, Clients, and
representatives from the community. The advisory council shall meet on a regular basis to address
community issues arising from the Facility's operation.

ARTICLE 14. INTENTIONALLY OMITTED

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ARTICLE 15. NOTICE TO LENDER AND CURE RIGHTS.

All notices sent to the Contractor by the Department shall also be sent to the Owner and
Acquisition Lender, Construction Lender or Permanent Lender, as applicable, in the manner set
forth in Appendix A and to the Permanent Lender to the addresses to be provided by the Contractor
prior to the commencement of Building Rent. The following additional provisions shall apply:

(i) No notice by the Department shall be deemed to have been given

unless and until a copy thereof shall have been so given to and received by Owner and Acquisition
Lender, Construction Lender or Permanent Lender, as applicable. Acquistion Lender,
Construction Lender or Permanent Lender, as applicable, shall have the right, but not the
obligation, to cure any Contractor default under the Agreement. Provided any action taken by the
Acquisition Lender, Construction Lender or Permanent Lender to cure a Contractor default
conforms to the requirements of this Agreement, the Department agrees, pursuant to a written
notice to such lender, to accept performance and compliance by Acquisition Lender, Construction
Lender or Permanent Lender of and with any term, covenant, agreement, provision, condition or
limitation on Contractor's part to be kept, observed or performed under the Agreement with the
same force and effect as though kept, observed or performed by Contractor.

(ii) Notwithstanding anything provided to the contrary in the

Agreement, a default of Contractor under the Agreement shall not become a Contractor Event of
Default until and unless:

(A) Notice of any such default or breach shall have been

delivered to Owner and Acquisition Lender, Construction Lender or Permanent Lender, as
applicable, in accordance with the provisions of this Article 17;

(B) With respect to a default or breach that is curable solely by

the payment of money, Acquisition Lender, Construction Lender or Permanent Lender, as
applicable, has not cured such default or breach within forty-five (45) days following the expiration
of any notice and cure period of Contractor set forth in the Agreement; and

(C) With respect to a default or breach that is not curable solely

by the payment of money, Acquisition Lender, Construction Lender or Permanent Lender, as
applicable, has not cured such default or breach within ninety (90) days following the expiration
of any of Contractor's notice and cure periods set forth in the Agreement or, if such default or
breach is curable but cannot be cured within such time period, (aa) Acquisition Lender,
Construction Lender or Permanent Lender, as applicable, has not notified the Department within
such time period that it intends to cure such default or breach, (bb) Acquisition Lender,
Construction Lender or Permanent Lender, as applicable, has not diligently commenced to cure
such default or breach, or (cc) Acquisition Lender, Construction Lender or Permanent Lender, as
applicable, does not prosecute such cure to completion.

(D) Furthermore, notwithstanding anything to the contrary

contained herein, if Acquisition Lender, Construction Lender or Permanent Lender, as applicable,
determines to foreclose or cause its designee to foreclose its mortgage or to acquire or cause its
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designee to acquire the Premises or to succeed or cause its designee to succeed to Owner's or
Contractor's possessory rights with respect to the Premises or to appoint a receiver before it
effectuates the cure of any breach or default by Contractor hereunder, the cure periods set forth
above shall be extended by any period during which foreclosure proceedings, or legal proceedings
to succeed to Owner's or Contractor's possessory rights, or proceedings to appoint the receiver are
conducted, as the case may be. Any such proceedings shall be commenced promptly after the date
on which the notice of default is delivered to Acquisition Lender, Construction Lender or
Permanent Lender, as applicable, and after commencement of such proceedings, such proceedings
shall be diligently prosecuted. Promptly after Acquisition Lender, Construction Lender or
Permanent Lender, as applicable, or a designee of such lender, acquires the Premises pursuant to
foreclosure proceedings or otherwise or succeeds to Owner's or Contractor's possessory rights or
promptly after a receiver is appointed, as the case may be, Acquisition Lender, Construction
Lender or Permanent Lender, as applicable, or such lender's designee shall cure said breach or
default.

(iii) Notwithstanding anything provided to the contrary in the

Agreement, the Agreement shall not be terminated because of a default or breach hereunder on the
part of Contractor which cannot be cured, except for a termination as expressly set forth in Section
3.03(U) of the Agreement in connection with an Assignment Remedy Election followed by a
failure of the Site Availability Condition to be satisfied in accordance with its terms. If,
notwithstanding the foregoing, the Agreement is terminated because of Contractor's default
hereunder or is extinguished for any reason (including, without limitation, rejection of the
Agreement by a trustee in bankruptcy), the Department agrees that Building Rent, Insurance Rent
and Tax Rent, if applicable, shall continue notwithstanding such termination or extinguishment.
In such event, the City shall be entitled to exercise the Assignment Remedy Election by entering
into a Replacement Agreement on the same terms and conditions as this Agreement with a
Replacement Contractor in lieu of an assignment of this Agreement and shall otherwise comply
with the terms and conditions of the Assignment Remedy Election and Section 3.03(U) of the
Agreement.

(iv) Failure to cure any Contractor default within the applicable notice
and cure periods shall not result in termination of the Agreement or Building Rent, Insurance Rent
or Tax Rent, if applicable, hereunder, except as expressly set forth in Section 3.03(U) of the
Agreement in connection with an Assignment Remedy Election followed by a failure of the Site
Availability Condition to be satisfied in accordance with its terms.

ARTICLE 16. LIMITATION ON MODIFICATION.

Modifications, changes or amendments to any provisions in this Agreement affecting Building

Rent, Insurance Rent or Tax Rent or to any other rights or entitlements of any lender to the Owner,
including but not limited to the Construction Lender and Permanent Lender under this Agreement,
may not be made without the written consent of the affected lender.

ARTICLE 17. LEASING REQUIREMENTS

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A. The Lease between Contractor and Owner must be reviewed and approved by
Department prior to execution. A copy should be submitted to the DHS Contract
Manager for review. Department shall review and provide comments or approval
within 15 business days of submission. The Department shall confirm its approval
of the Lease in an estoppel certificate issued on or prior to the Acquisition Loan
Closing Date.

B. Contractor shall ensure that the Lease for the Premises at all times during the Term of
the Agreement includes the Owner's acknowledgement and agreement to the terms
and conditions of the Agreement and includes:

(i) A provision stating that the Owner is required to accept an assignment of the
Agreement to a Replacement Contractor or a Replacement Agreement
pursuant to the City's exercise of the Assignment Remedy Election in
accordance with Section 3.03(T) of the Agreement. No such Lease provisions
shall be waived, terminated or amended without the Department’s written
approval in its sole discretion;
(ii) A provision stating that the Owner acknowledges and agrees to the terms
and conditions of Sections 3.03 (T) and 3.03(U) of the Agreement;
(iii) A provision stating that the City shall be a third-party beneficiary to the Lease
with respect to the Owner's acknowledgement and agreement to Section
3.03(T) of the Agreement;
(iv) A provision stating that, for so long as this Agreement is in effect, the Owner
cannot transfer the Premises or install a new contractor without the
Department’s written approval, in each case for so long as the Department is
not in default with respect to its obligation to make full payments of Building
Rent, Insurance Rent and Tax Rent, if applicable, as provided herein;
(v) A provision requiring the Owner to ensure that the Declaration is executed,
delivered, and recorded in accordance with the Agreement;
(vi)
(vii) A provision stating that no sale, lease or other transfer of the Premises shall be
permitted without the consent of the Department in each case for as long as
the Department is not in default with respect to its obligation to make full
payments of Building Rent, Insurance Rent and Tax Rent, if applicable, as
provided herein. The provision shall further state that for so long as the
Department is not in default with respect to its obligation to make full
payments of Building Rent, Insurance Rent and Tax Rent, if applicable, as
provided herein, Owner shall ensure that any future sale of the property shall
be contingent upon the new owners accepting the terms of the Lease and the
Declaration;
(viii) A provision that, for so long as this Agreement is in effect, the Owner shall
ensure that a memorandum of lease with respect to the Lease is recorded
against the Premises;
(ix) A provision stating that so long as the Department is not in default with
respect to its obligation to make full payments of Building Rent, Insurance
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Rent and Tax Rent, if applicable, as provided herein, the Lease shall not be
subordinated to any other lien or encumbrance against the Premises except
for (x) the liens of Construction Lender and Permanent Lender, and (y) the
Declaration, and that Owner shall obtain agreements from Construction
Lender and Permanent Lender (I) not to disturb the tenant's right to quiet
possession under the Lease, so long as no "Event of Default" under the
Lease and as defined therein (a "Lease Event of Default") has occurred and
is continuing, and (II) to be bound by the City Notice and Cure Rights
(x) A provision stating that the Owner acknowledges and agrees to the
provisions of Articles 22 and 23 of this Appendix B;
(xi) A provision stating that the Owner has obtained or will obtained from its
lenders, such lenders' acknowledgement and agreement to the terms and
conditions of the Agreement; and
(xii) A provision stating that the City is entitled to the City Notice and Cure
Rights.

C. The City shall have the following notice and cure rights under the Lease (the "City
Notice and Cure Rights"):

(i) All notices of default or Lease Event of Default sent to the Contractor by
the Owner or the Construction Lender or Permanent Lender under the Lease
shall also be sent to the City, as applicable, in the manner set forth in
Appendix A. The following additional provisions shall apply:

(a) No notice of default or Lease Event of Default by the Owner, the

Construction Lender or Permanent Lender under the Lease shall be deemed
to have been given unless and until a copy thereof shall have been so given
to and received by the City. The City shall have the right, but not the
obligation, to cure any default by Contractor as tenant under the Lease or
Lease Event of Default; provided, that, the City is not in default with respect
to its obligation to make full payments of Building Rent, Insurance Rent
and Tax Rent, if applicable, under the Agreement. Provided any action
taken by the City to cure a Contractor default or Lease Event of Default
conforms to the requirements of the Lease and the City is not in default with
respect to its obligation to make full payments of Building Rent, Insurance
Rent and Tax Rent, if applicable, under the Agreement, the Owner agrees
to accept performance and compliance by the City or its designee of and
with any term, covenant, agreement, provision, condition or limitation on
Contractor's part to be kept, observed or performed under the Lease with
the same force and effect as though kept, observed or performed by
Contractor.

(b) Notwithstanding anything provided to the contrary in the Lease, so

long as the City is not in default with respect to its obligation to make full
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payments of Building Rent, Insurance Rent and Tax Rent, if applicable,

under the Agreement, a default of Contractor under the Lease or a Lease
Event of Default shall not entitle the Owner as landlord thereunder to
terminate the Lease until and unless:

(I) Notice of any such default or Lease Event of Default shall

have been delivered to the City in accordance with the provisions of
this Article 19;

(II) With respect to a default or Lease Event of Default that is

curable solely by the payment of money, the City has not cured such
default or Lease Event of Default within forty-five (45) days
following the expiration of any notice and cure period of Contractor
set forth in the Lease; and

(III) With respect to a default or Lease Event of Default that is

not curable solely by the payment of money, the City has not cured
such default or Lease Event of Default within ninety (90) days
following the expiration of any of Contractor's notice and cure
periods set forth in the Lease or, if such default or Lease Event of
Default is curable, but cannot be cured within such time period, (aa)
the City has not notified the Owner and the Construction Lender or
Permanent Lender, as applicable, within such time period that it
intends to cure such default or Lease Event of Default, (bb) the City
has not diligently commenced to cure such default or Lease Event
of Default, or (cc) the City does not prosecute such cure to
completion.

(ii) If the Lease is terminated because of a Contractor default or Lease Event of

Default thereunder which cannot be cured or is extinguished for any reason
(including, without limitation, rejection of the Lease by a trustee in
bankruptcy), the City or its designee shall be entitled to a new lease on the
same terms and conditions as the Lease, with the City or its designee as
tenant; provided, that, the City is not in default of its obligation to make full
payment of Building Rent, Insurance Rent and Tax Rent, if applicable,
under the Agreement. The City's obligation to pay Building Rent, Insurance
Rent and Tax Rent, if applicable, shall continue under the Agreement,
notwithstanding any such termination or extinguishment of the Lease or
execution of a new lease and shall continue under the Agreement during
any cure periods set forth in this Article 19 and the Lease or new lease.

(iii) Failure to cure any Contractor default or Lease Event of Default under the
Lease within the applicable notice and cure periods shall not result in
termination of the Agreement or Building Rent, Insurance Rent or Tax Rent,
if applicable, hereunder, except as expressly set forth in Section 3.03(U) of
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the Agreement in connection with an Assignment Remedy Election

followed by a failure of the Site Availability Condition to be satisfied in
accordance with its terms.

Inclusion of the terms specified in this Article 19 is deemed material to this Agreement.
Failure to include these terms, or correct any Lease provision that does not properly include
these terms within 15 business days after notice to Contractor, Owner and Construction
Lender or Permanent Lender, as applicable, from the Department, or to comply with the
requirements set forth in such notice within such 15 business day period, shall be considered
a breach by the Contractor and, if uncured by or on behalf of Contractor, Owner, Construction
Lender or Permanent Lender, as applicable, within a second 15 business day period, shall be
considered a Contractor Event of Default, giving the Department the right to exercise the
Assignment Remedy Election in accordance with Section 3.03(U) of the Agreement. There
shall be no modifications to the requisite Article 19 provisions in the Lease without the written
consent of the Department.

ARTICLE 18. AUTHORITY AND ENFORCEABILITY

The City represents and warrants that: (i) its execution, delivery and performance of this
Agreement have been duly authorized by all necessary action on its part; (ii) it has all necessary
power and authority to execute, deliver and perform its obligations under this Agreement; and (iii)
once executed and delivered and registered pursuant to Charter § 328, this Agreement will
constitute the City's legal, valid and binding obligation, enforceable in accordance with its terms.

ARTICLE 19. DEPARTMENT AS CITY

The Department is an agency operating under the auspices of the City and although the Department
is a party to this Agreement, as a municipal agency, the Department does not have a legal identity
separate and apart from the City. All obligations in this Agreement that are attributable to the
Department, including, without limitation, the obligation to pay Building Rent, are in fact
ultimately obligations of the City.

ARTICLE 20. PREPAYMENT OF LOAN; REFINANCING

A. The City shall have the right to cause the Owner to prepay the Permanent Loan by paying to
the Building Rent Account an amount equal to the outstanding principal balance of the Permanent
Loan plus (i) accrued and unpaid interest thereon to the date of prepayment, ii) any prepayment,
make-whole and/or yield maintenance redemption premiums or breakage fees due to the
Permanent Lender and iii) any applicable taxes due in connection with the prepayment plus the
reasonable legal and other costs of the Owner and Permanent Lender in connection with the
prepayment (collectively, the "Loan Prepayment Amount"). The City's obligation to pay Building
Rent shall continue until the date on which the Loan Prepayment Amount is paid to the Building
Rent Account. Upon payment by the City of the Loan Prepayment Amount, Building Rent shall
be automatically reduced to One Dollar ($1.00) per year for the remainder of the Term or until
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such time as the City requires the Owner to refinance the Premises in accordance with subsection
B below. The parties agree to enter into an amendment to the Agreement to replace Appendix E
in order to memorialize such reduced Building Rent in accordance with Section 3.03(A) of the
Agreement. The Owner and Contractor agree to enter into an amendment to the Lease to reflect
such reduced Building Rent and the Lease shall otherwise remain in full force and effect except to
the extent expressly agreed in writing by the Owner, Contractor and the City.

B. The City shall have the right to cause the Owner to refinance the Permanent Loan by prepaying
the Permanent Loan with the Loan Prepayment Amount in accordance with subsection A above
and entering into a new permanent loan on terms, and with a lender, approved or specified by the
City in writing. The Owner and Contractor shall cooperate with the City to prepay the existing
Permanent Loan and enter into the new permanent loan (the "Refinancing"). In connection with
the Refinancing, Building Rent shall be adjusted to reflect the reduced cost of ownership and rental
of the Premises. The parties agree to enter into an amendment to the Agreement to replace
Appendix E in order to memorialize such reduced Building Rent in accordance with Section
3.03(A) of the Agreement. The Owner and Contractor agree to enter into an amendment to the
Lease to reflect such reduced Building Rent and the Lease shall otherwise remain in full force and
effect except to the extent expressly agreed in writing by the Owner, Contractor, the City and the
applicable lender.

C. Except as directed by the City in accordance with this Article 22, the Owner shall, so long as
the Department is not in default with respect to its obligation to make full payments of Building
Rent, Insurance Rent and Tax Rent, if applicable, as provided herein, not be permitted to prepay
or refinance the Construction Loan or the Permanent Loan without the City's prior written consent
in its sole discretion.

ARTICLE 21. LIMITATION ON LIENS

Without the City's prior written consent, neither the Owner nor the Contractor will create
or incur or suffer to be incurred or to exist, any Lien upon the Premises, or upon any income or
proceeds therefrom, except the following:

A. liens for property taxes and assessments or governmental charges or levies and liens
securing claims or demands of mechanics and materialmen, provided that payment thereof is
not overdue or, if overdue, is being contested in accordance with the applicable loan
documents, to the extent permitted thereby;

B. liens, charges, encumbrances and priority claims incidental to the conduct of business or
the ownership of properties and assets (including warehousemen’s and attorneys’ liens and
statutory landlords’ liens) and deposits, pledges or liens to secure payment of premiums on
insurance purchased in the usual course of business or in connection with self-insurance or in
connection with workmen’s compensation, unemployment insurance or social security
legislation, or to secure the performance of bids, tenders or trade contracts, or to secure
statutory obligations, surety or appeal bonds or other liens of like general nature incurred in
the ordinary course of business and not in connection with the borrowing of money, provided
in each case, the obligation secured is not overdue or, if overdue, is being contested in

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accordance with the applicable loan documents or bonded over to the applicable lender’s
satisfaction, in each case, to the extent permitted under such loan documents;

C. minor survey exceptions or minor encumbrances, easements or reservations of, or rights of

others for rights of way, utilities and other similar purposes, or zoning or other restrictions as
to the use of real properties, which encumbrances, easements, reservations, rights and
restrictions do not in the aggregate materially detract from the value of the Premises or
materially impair its use in the operation of the business of the Owner or the Contractor;

D. the liens of the documents securing the Acquisition Loan, the Construction Loan and the
Permanent Loan, as applicable;

E. the lien of the Lease, subject to any subordination, nondisturbance and attornment
agreement required under the Acquisition Loan, Construction Loan or Permanent Loan, as
applicable;

F. the lien of the Declaration;

G. easements, rights of way, reservations, restrictive agreements, servitudes and rights of

others against the Premises and any other matters which are listed on Schedule B to the ALTA
Title Insurance Policy delivered to the Acquisition Lender, the Construction Lender or
Permanent Lender, as applicable, in connection with the closing of the Acquisition Loan, the
Construction Loan or Permanent Loan, as applicable; and

H. utility easements, rights of way or reservations granted or to be granted to service providers

in connection with the development of the Premises, which such utility easements, rights of
way or reservations do not in the aggregate detract from or impair the value of or use of the
Premises and have been approved in writing by the Contractor and the City.

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Appendix C (Budget Exhibits)
Appendix D (Start-Up Budget)
Appendix E (Fixed Costs Schedule)
Appendix F (Project Schedule)
APPENDIX F - PROJECT SCHEDULE
Project Name: St. Edwards Rapid Re-Housing Center
Project Address: POL 87(2)(a) (formerly POL 87(2)(a) ), Brooklyn, NY 11205
Block/Lot: Block 2034, Lot 135

Projected loan closing, construction completion, and shelter operations

commencement:

1) Construction Loan Closing: July 1, 2022

2) Construction Completion: November 1, 2024
3) Permanent Loan Closing: November 1, 2024
4) Shelter Operations Commencement: November 1, 2024
Appendix G (Architect Certification Construction & Design
Requirements)
Appendix H (Architect’s Construction Completion
Certificate)
DocuSign Envelope ID: EE55EC8E-824B-4326-A49C-9202AB79D7E9

CONTRACT SIGNATURE PAGE

This Contract is entered by and between the City of New York (“City”), acting by and through
the DEPARTMENT OF HOMELESS SERVICES, and Westhab, Inc. (“Contractor”).

This Contract consists of this contract signature page as well as the following documents (“Contract
Documents”) which are located in the Documents tab of the PASSPort record titled Shelter Facilit. for Hmless
FWC POL 87(2)(a) , Bk.

1. Westhab St. Edwards PBS contract EPIN 07119P0003055 - Sep 20 2022 2:00PM

The above order does not represent an order of precedence. The Contract shall be governed by the order of
precedence, if any, in the Contract Documents or by ordinary contract principles if no such order of precedence
exists.

Each party is signing this Contract electronically on the date stated in that party's electronic signature.

The City of New York

By: DEPARTMENT OF HOMELESS SERVICES

__________________________________
(Signature)

Name:Vincent Pullo
____________________________

Title: ACCO

Date: 9/20/2022 | 13:43:56 PDT

____________________________

Contractor
By: Westhab, Inc.

_
__________________________________
(Signature)

Name:James Coughlin
____________________________

Title: ____________________________
Chief Operating Officer

Date: 9/20/2022 | 12:59:51 PDT

 Additional Instructions for Form DB-120.1
By signing this form, the insurance carrier identified in Box 3 on this form is certifying that it is insuring the business
referenced in box "1a" for disability and/or paid family leave benefits under the New York State Disability and Paid Family
Leave Benefits Law. The Insurance Carrier or its licensed agent will send this Certificate of Insurance to the entity listed
as the certificate holder in Box 2.

The insurance carrier must notify the above certificate holder and the Workers' Compensation Board within 10 days IF a
policy is cancelled due to nonpayment of premiums or within 30 days IF there are reasons other than nonpayment of
premiums that cancel the policy or eliminate the insured from coverage indicated on this Certificate. (These notices my be
sent by regular mail.) Otherwise, this Certificate is valid for one year after this form is approved by the insurance carrier or
its licensed agent, or until the policy expiration date listed in Box 3c, whichever is earlier

This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate
does not amend, extend or alter the coverage afforded by the policy listed, nor does it confer any rights or responsibilities
beyond those contained in the referenced policy.

This certificate may be used as evidence of a Disability and/or Paid Family Leave Benefits contract of insurance only while
the underlying policy is in effect.

Please Note: Upon the cancellation of the disability and/or paid family leave benefits policy indicated on this
form, if the business continues to be named on a permit, license or contract issued by a certificate holder, the
business must provide that certificate holder with a new Certificate of NYS Disability and/or Paid Family Leave
Benefits Coverage or other authorized proof that the business is complying with the mandatory coverage
requirements of the New York State Disability and Paid Family Leave Benefits Law.

DISABILITY AND PAID FAMILY LEAVE BENEFITS LAW

§220. Subd. 8
(a) The head of a state or municipal department, board, commission or office authorized or required by law to issue any
permit for or in connection with any work involving the employment of employees in employment as defined in this article,
and not withstanding any general or special statute requiring or authorizing the issue of such permits, shall not issue such
permit unless proof duly subscribed by an insurance carrier is produced in a form satisfactory to the chair, that the
payment of disability benefits and after January first, two thousand and twenty-one, the payment of family leave benefits
for all employees has been secured as provided by this article. Nothing herein, however, shall be construed as creating
any liability on the part of such state or municipal department, board, commission or office to pay any disability benefits to
any such employee if so employed.

(b) The head of a state or municipal department, board, commission or office authorized or required by law to enter into
any contract for or in connection with any work involving the employment of employees in employment as defined in this
article and notwithstanding any general or special statute requiring or authorizing any such contract, shall not enter into
any such contract unless proof duly subscribed by an insurance carrier is produced in a form satisfactory to the chair, that
the payment of disability benefits and after January first, two thousand eighteen, the payment of family leave benefits for
all employees has been secured as provided by this article.

DB-120.1 (10-17) Reverse

 CITY OF NEW YORK
CERTIFICATION BY INSURANCE BROKER OR AGENT

The undersigned insurance broker or agent represents to the City of New York that the attached Certificate
of Insurance is accurate in all material respects.

COBB B, LLC DBA LAMB INSURANCE SERVICES

_____________________________________________________
[Name of broker or agent (typewritten)]

1385 Hwy 35 PMB 170, Middletown, NJ 07748

______________________________________________________
[Address of broker or agent (typewritten)]

service@lambis.com
_____________________________________________________
[Email address of broker or agent (typewritten)]

(212) 375-3000
_____________________________________________________
[Phone number/Fax number of broker or agent (typewritten)]

_____________________________________________________
[Signature of authorized official, broker, or agent]

Samuel Jansen, Assistant Account Manager

______________________________________________________
[Name and title of authorized official, broker, or agent (typewritten)]

State of ……………………….)
Texas
) ss.:
County of …………………….)
Harris

Sworn to before me this _____

25th day of ___________
October 20___
21
By Samuel Jansen, Assistant Account Manager.
_______________________________________________________
NOTARY PUBLIC FOR THE STATE OF ____________
Texas
Terrie Freeman

Notarized online using audio-video communication

 Certification Regarding Substantiated Cases of Client Abuse or Neglect

The City requires each organization with which it contracts for the provision
of human client services to: 1) certify that no substantiated case of client
abuse or neglect by any employee of the organization (including a foster
parent, if applicable) occurred during the latest 12 month period; OR
2) disclose each such substantiated case and provide a brief description of
the case, the date of occurrence, level of severity and the case disposition,
including an explanation of the action taken against the offender(s) and, if
applicable, the organization. Complete the form below to certify or disclose,
as applicable.

✔ This is to certify that no substantiated case of client abuse or neglect

by any employee (including foster parents) of the organization named
below has occurred during the latest 12 month period.

This is to disclose that ___ case(s) of client abuse or neglect by an

employee(s) of the organization named below was/were substantiated
as having occurred during the latest 12 month period. An attachment
to this form provides for each such substantiated case: a brief
description of the case, the date of occurrence, level of severity and the
case disposition, including an explanation of the action taken against
the offender(s) and, if applicable, the organization.

Name of Organization (Print) ______________________________________

Westhab, Inc.

Name of Authorized Representative (Print) ___________________________

James Coughlin

Title of Authorized Representative (Print) ___________________________

Chief Operating Officer

Signature of Authorized Representative _____________________________

Date ___/___/___
4 21 22