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AGREEMENT dated this of, 2010. between the City of New York. acting through theDepartment of Homeless Services heretnatter referred to as the Department) with offices at 33Beaver Street, New York, New York 10004 and Bowerv Restdents Committee. Tnc.(hereinafter referred to as the Contractor), with oftices at 324 Lafayette Street, New York, New York10012.

WITN ES SETH

\\ Ill(REkS, the Department is responsible for developing and administering emergency shelter andservices f r homeless adults; and\\ III RI \S th Dep Irtmnt is dc Orous of cno i inc tbc ( ontr icior to pros ide uch ei ice md\\:[ 11 R1(:\S, the Contractor represents that it is authorized by its certificate ofincorporanon to providehousing and services to homeless single adults and that it meets all Federal and State standards currentlyapplicable t providers of such services (collectively, the Legal Requirements; those Presentlypplicable are referred to as Current Legal Requirements).NO\V TI JEREFORE, the parties agree to as follows;

ARTICLE 1. AGREEMENTThis :\greement consists of the provisiolis of Articles I throuch 15 her ei n . :\ppendix :\, Appendix B,Exhibit 1, Exhibit 2 and Exhibit 3. In the event there is a conflict among or between the Articles of thisAgreement, Appendix A, Appendix 13, Exhibit 1, Exhibit 2 and Exhibit 3, the governing order shall lieas follows; the Articles of this Agreement, Appendix A, Appendix B. Exhibit 1. Exhibit 2 and Exhibit 3.ARTICLE 2. EMERGENCY SHELTER SERVICES1Le purpose of this Agreement is for the Contractor to operate an emergenm shelter for homelessadults. The building shall be located at 127 \Yes t 25 Street, New York, New York (hereinafter referredto as the ShelterA. General Provisions1. The Contractor shall operate and manace he Shelter to P tde emcrccnci shelter fir nome1esadults and to provtde ancillary services related therete. lEe Shelter shall have a capactw of 200 adults.2. lEe Contractor shall operate the Shelter in accordance with the terms of the Callahan ConsentDecree, as applicable, New York State Office ot lcrnporarv and Disability Assistance ,NYSOlI)AjRal ird Rc i ut o is Ii ir, 401 egicI na e )pcr to )P ut 1 11 r ii d Depa tmc9t cicproceciures that are now in effect or may come into effect after the date of thts Agreement.

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Residents exit the Shelter to safe and appropriate housingSQ.-Q9-The Contractor shal l:a. Provide three me als a day to each Resident, \l1 meals must meet lederal recommended dailynutritional allowances and the nutritional reLlremcnts necessary br thoe on modified diets.b. Provide snacks to Residents upon request who are new admissions and who arrive after the eveningmeal has been served.d. (omplv with all YSC)1iX\ and City law s, rules , regulations and codes relating to the provision offood services .e. Keep an up to date inventory of food purchases and consumption.f. Provide reasonable security against theft of food and report any significant los ses to the Department.l e Contractor shal l he responsible for rep lac ing, any losses out of its ow n funds.

I hc ( onir ictot ma\ pro ide to( d scr ices dircctl b us iny die D partnicnt tood cr iCc \ endor otanother vendor. If the Contractor uses another food vendor, it must purchase food from the lowestresponsible bidder, retain copies of the contracts, and maintain detailed records documenting themethod of procureinen t.2. To assis t the Contractor in complying with the terms and conditions of this Section Q, theDepartment sha ll provide such technical assistance as reasonably receste d hi the Contractor.R. Recreationlhe Contractor sha ll provide supervised recreational activities appropriate and of interest to the Shelterspulation and include a therapet tic recreat ion pn TYrain that ts destgned to meet the needs of ahurneles population. I he proeram sha ll operate sev en day s per week, with a focus on event andweekends, The Contractor shall be responsible for providing ll necessary equipment and supplies.S. Client Transportat jp1. Residents sha ll use public transportation where po ssible. The Contractor shall have a handtcappedaccessible passenger vehicle avai lable fo r transporting residents to cl inics and service agencies and foremergency use,

2. If the Contractor provides transportation with vehicles it owns, the Contractor shall obtain MotorVehicle Liabthtv Insurance, with the City and Department as additional named insured parties, asfollows:Public liability: S3Ci.fiOfi each person: Si , ,dt each accidentProperty Damage: 550,000 each accident

l)urna the perfbrrnanee and until the date of terminanon of tin s .\greement. the Contractor sha llmaintaIn such required Motor Vehicle I .iahiiin Insurance tsath a ca rrtcr or carriers that may Iavfuiit

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uue the required po lic and has e an \ M Best rating of at leas t \ or a standard and Poors rating ofat leas t \ \ unles prior written approvtl Is obtained frntn the Ma ors ()ttct ot Operat ions , and haIituriii to the Dc arimen t isvo eernned copI es of such inurance p dice or p)lic1e. lIw insurancepobe shall c n er all s ehcle used in the performance of tht \greement. In the ci ent trailsportauunsersice ire proi ided b a subcontractor, the subcontractor sha ll obtain the required insurance inaccordance isith the terms of this Se ction 5.T. omatiRetiirements1 he Contractor shall coordinate all social service information and case management acts ides throughthe (2it s Shelter Client Information Management System h inputting dat a per I)epartment prnceduresU. GrievancesThe (ntracor haIl pros ide the pp1rIunIt and mcchanim for each Reident to present hisanevanee and carefulli consider and sine to reoh\ e them. 11w (,)ntrantor sha ll maintain a s nitte nrecord f each ries ince and the dispoiuon there dl. C niei inces hoLild be heard duruw Residentads lsur\ hoard meetings.V. Notification

In addition to ans other prior written approvals of the I)epartinent as set forth in this \greement, theprior written appros al of the Department shall be required for the following:a. Changes in ani major program component; orb. Changes in the les el of paid or unpaid staffwhich man affect the continuing abilir of the program tooperate efficientliW. Advisory Boards and Communit Relations1. The Contractor shall establish a comrnunitn advisors board and a Resident ads isons board, IheResident ads iso rs board shal l meet at least monthln and consist of Residents elected to the board hitheir Ihe rpose of the Resident advisors board t to allow Residents tn present their isues othe Shelter Director for redress and resolution. 1 he Coalition for the I lomeles, in accordance \\ ithParagraph N below, may participate in the board meetings.2. The communiti advisors board shall meet monthly unless a iesc frequent schedule is requested b theboard and approved b the Department. Hoard membership lit and minute of the meetings hall heprepared b the Contractor and submitted to the Department.3. liie Contractor shall dci elop a iood netlib r plan for the Shelter 1 lie plan shall address hoseq ualit f itil, iuc in the :m tne cba re area such a securlts 1 ile rli i. and sa nitation shall be handled andboss the Shelter can be uscd as a resourcc tor the comniunits. I he plan shall be submitted t iF eDepartment for its appros al ten 1 da s after the commencement of th is \ reemen4 fT c Contrac r shall attend c nmunit board meetings when ruqured b the local communin boardX. Coalition for the homelessPursuant o the terms of the Callahan Consent Decree, lie ( ihtoti for the I 1 un e!e ss : the C urappoIn ted monituripe aucnc\ fr the Cir shelters and. is such, is entitled access to the Shelter atid

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heItr r cheitt, \Vith the clie nt con( utjnLad

The Contractor shall provide clothin. a required b NYSCYI I) \ rules and regulations, to theIe id rn t khe Re-iden t shall be repon ib le for their per ,nal laundr\ Ilie I ontractor shall beresponuble for cleaning bed linens and toa els at least once a cC k and more often if needed TheContractor shall also pros ide and maintain onsiie machines tor Residents laundrs, or subcontract for aLiu nd r er\ iceARTICLE I SPEC IFIC SHELTER SERVICESIn addin tn to the hauc rs k e to bc pros dd pursuant to ri1Cle 2 ahos t, the Con tract )r shall pr s idethe sp ecific services as described in Exhibit 1, a cops oi hich is attached hereto and made a pa rthere f

ARTICLE 4. PERFORMANCE INCENTIVESA. Performance Indicators1}ie Contractor is required to participate in the Departments performance incentive/disincenns Cprogram, a cop\ of which is incorporated herein bs reference This program may include incentivefunding abos e the base contract amount a a reward for excellent performance andi or financialdiincenus e for obecus eh documented poor performance ihe Department reserves the right tomodifi its performance tncentisedisincentve program at ans time ith reasonable notice to theContra c tt )rB. Measurement of Performance Indicators1 Die Contracior shall participate in the Departments ofl ii act rnonitt )ring and quahts aLiranceprocesses and prm ide requeied data to the I )epartrnent regarding it perf rmance I he C ntracoshall be es aluated on its achievement for eac h indicator for the purpose of receiving an incentis epits ment pursuant to section C, below2 Ihe Contractor shall also input the required data into the Dep artm en t s man agem ent in formationss stems or provide comparable data to the Departments management information systems in a formatan d on a chedule appros ed bs the DepartmentC. icjt iv ePyrnents1 The Department. subtec to all required appr ,. als and the a ailabilits of fund-, -hall create anncentis e pat ITlent fu nd not exceed a percentage 0 h an nua l contrac t amount a determtned bs theDepartment (hereinafter referred to a the hund) flie lund 5all be used to make ince nti setias ments to tht Contra ct or it It ex eed- the -tandard - de-crtht d in -e etion \, abos e2 1 he Contractor can use an Incentis e pas nent onh ror the following contractirelated purpose

.s I nrichrric n r of the on -itt proranib t aft incenris es

I he I u trac r rr.i-t ah reed e fIR D rum n pri r prn . u IiCd ,ppr A l -hai ntI-)

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I) Pat ment for Shelter sers ice s shall be made after the suhmtsion to, and acceptance bx , theDepartment otmonthix Invoices settm t forth the occupanc of the helter on a daik basis and the COstsincurred t r that month and such other intrmat1on that the L)epartment shall reas nabl request.C. Fhe Department acknowledges that the Contractors lease for the Shelter prosides fo r annua lincreases in rent pat ments o er the term ot the lease. The Department represents that the arkhudeets for the operation of the Shelter shall include sufficient nionies to pa. for the annual leasepat ments and the earl\ increases in rent.1 In the es ent Current Letuil Requirements concernine some of the Shelter ser tees pros ided lix the(,ontracn r under th is \Creemeni are chanced such that the e >st T providina them a set forth in theShelter Budget increases bx more than a mmimi amount, thc Department mat reallocate Inones s Inthe Budget for other sers ices and co ts to the affected sersice, stith a re ilng decrease in uch othersers iee and change in the operating certificate if applicable so long a the overall ser s tees providedmeet the nets I.eeal Requirements.C. lhe Contractor sha ll supp the Department with its lederal, State and Citt I mp lox er IdennficanonNumber. failure of the Contractor to suppix such information shall result in the delay m pat ment ofany vouchers until such informatom is made available.ARTICLE 11, FISCAL PROVISIONSA. Initial Allocations1. Jhe Department shall make an initial allocation, and at the start of each Contract Year thereafter, oftwo twelfths 2 12 of the annual .\greement amount to the C ontracto r in accordance stith thel)epartmenis Finance Procedures for the provision of the services under this .\greement upon priorsubmission io the Department f the following:a. Receipted copy ot a bank authorization required under thi s .\greement.b. \\ritten nonce of pr tper signatories required under this \xrreemenI.c. Proof that the bond required under this. \greement is in effect.2. 1 he initial tunds so allocated shall be kposited by the Contractor in a bank located ss ithin the Ct tt ot\e\s 5ork in the hank account maintained br the shelter nd ( enier programs rot ided uneier this.\reement. and the funds shall he used exciusivels for the pat meri t >f obligations properlx incurredpursuant to the approved budget for the programs.

3. _\nt uncommitted funds in the hands of the Contractor shal l remain and be the nropertv of heDepartment and these funds hall he returned to the Department upon the term in atio n of thi sgreeInen t.B. Monthly Financial R.p rtI kite Contrac r hall submit tu the Department a Ioiuhh I inanctal Re port bliR in the forniburnished b the I )epartment svhin ten calendar I da s iter the end of each month2. lBe ( inrr,ieror shi:t!i tnainia:n pr )ier .nd uttie:en e. :clence. . aca rs. ittli aod receip he

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propriety and necessity of any and all expenditures set forth in the monthly MFR,C. Monthly Advances1 The Department shall make a monthly allocatton to the Contractor fdr the Shelter and Centerprograms after the Contractors submission to the Department of a MFR covering the expendituresactually incurred duriny the preceding month Dr the programs.2. The amount ota monthly allocation sha ll b e solely determined by the Depart en t. lEe amount shallbe based upon the operating expenses, the amount of expenditures stated in the MFR, any changes thatmay have occurred within the scope of the service and other fictors which the Department considersre levant, No monthly allocation shall be made un less a MER has been submitted to the Departmentand the Department ha received all reports requested under this \greemncnt.3. Each monthlvallocanon hall he depodted by the Contractor in a bank account maintained for this\greement tn a hank located wtthtn the City of \ew York. and the Cutds shall be Lised exclusively forthe merit of obhgattons properly incurred pursuant to the approved budget.D. AccrualsIf, in the Departments tudgmenr. the Contractor is spcndtng funds at a rate that will result in asubstantial accrual of funds, and the Contractor is unable to demonstrate to the Departmetit that tt willrectify the low level of cxpendhtures in a reasonable tim e, the Department may, at its optioti, reduce thehudgetg attached to tha .\greement. \ll accruaL arc and rematn the property of the Department andnot of the Contractor.E. Bank AccountsI. The Contractor shall estahltsh and maintatn wi thtn the Cttv of Nc\v ork a separate hank account as adepository for the funds provtded under thts ;\greemeni. The funds shall not be commingled withfunds from an other source or \vith funds received under any other agreement. Funds shall bedeposited only in such bank accounts as are approved by the Department.2 :\ll fun ds sha ll he deposited tn an intercstheiring account and all interest sha ll he prumptl paid tothe City when earned or may be applied as an applicable credit at the direction of the Department.F. Bank Authorization\\heti a hank account is opened Dr a proyram under this Agreement, the Contractor shall deliv er tothe bank an authorization sigiied by the Contractor stating that:

a. Ilie hank account i maintatned pu1am to an agreement with th Department: andb. The Cotitractor authorizes, empowers and directs the bank to forthwith comply with any wrtttenrequest made by the Department to furnish any bank statements, cancelled checks or other informationin the noscesston or control of the bank relating to the bank account: andc. The Contractor authorizes, empowers and directs the bank to forthwith comply with any writtenrequets made by the Department to transfer the ba lance of funds rematning tn the account to thei)epartment.

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e. .\n . expense incurred for travel in excess f Ira. ci C\CiiC all able under the ruie and regui:iU nco rnine trax ci for cmpioe ot the ( to or Ness \ ork, No expnse shall be incurred for trax cioutside the C it\ of New ork. includuic to and from protssslonal conferences.f \m expense s hn h n Lite an pr is isbn C this \riremenJ. Examination_by IndepcpdentAccoun tants1 It th C intractor has an independent audit performed (it the records relatine to thi s \g re einnt , atrue cops of the audit record sha ll be pros ide d to the I)epartm nt within ten calendar 1(1 das s ot itsreceipt b the ( ntractor.2. \X hen the approved budget s pros ide for the emplo ment of an independent certified pablicacco untant or licensed public accountant, the tical records of the (,ontraclor under rht .\greernentshall he examined not less than once each year b the independent certified public accountant orlicensed public accountant emplo ed b the Contractor and a report thereon submitted to theDepartment within ten calendar (10 cIa after completion. If the approx ed budgets does not soprovide as aforesaid, then the fiscal records of the Contractor under this .\greement shall be examinednot less than once each year by independent certified public accountants or licensed public accountantsemplo\ ed b the Department or Cit, and a report thereon sLibm itted to the Contractor within tencalendar 10 da\ a fter c )mplenon.K. ExatinbtheDeartmentIn addition to ihe periodic exarrutianon b independent accountants, the fiscal records ofthe (ontractorunder this .knrcernent shall be examined and indited bs the l)cp irttflen I at such tones as theDepartment considers necesar, at its own expense, and in such manner as not to unreasonablsinterfere wi th i he operation of the ShelterL. Cost AllocationI, 1 he Department resees the right to regnre the (on tractor to fairly and accuratel\ allocate cos twhich are attributable to the operation of two or more programs among such programs bvame thodwhich represents the henelit of such costs to each program. In the cxent the Department determinesthat cost allocation is ads iable, the Contractor5all, within th ir calendar 30 da s of notification bythe Department or, in the event the Department has so notified the Contrac tor m ire than thirtycalendar 3u das prior to the cffecnx e date of this \greement, bx the effective date of tlu \reemnent.des elop and delis er a cost allocation plan for the Departments approx al.2. No cost allocation plan sha ll be approved by the Department unics- such plan:a. Relates to allow ab le costs as defined in applicable 1 ederal. Ntare anu Local lass . rca.alattomms andpolicme:h. Relates to CO sts nec(ssa fo r the Contracu r- nerformance pursuant to this .\ereement:

la tris md acc urssi\ reflects the acwal allocable 5 ire of such costs ssith respect to th i ,\ereensent;

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d Is developed in accordance \\ oh generailt accepted accouniinr principles; ande. Is accotntnied En such 1ipporun documentation as th l)epartinent decnu necessar: to e ahatcthu plan.i. Notxxithstanding ant provision in this section to the contrar\. the Department further reserves therth t to xxtthhold ant par inents to thu Contractor. after pri r written notice N gix en to thu Contractor,for allocated Costs in the event that the 1)epartinent deems the Cos t allocation plan unatistactort inxx hole or in part or determinec that such allocated cosr has e been incorreetl determined, are not,illoxvahi r necuar\ , or are no t po perk aiocahlc puruant to thi- \greenient nd in appr ted o stallocation plan .\ txvitiistandint he ibox e, there hall be no ruducu at in I)ebt Ser ICC pa muoNI. \ll books and records regarding allocated costs are sub ject to audit pursuant to \rttcle Ii of this\oreetnent as are all other costs, and are further subiect to the pros iSions of this \grecment, with recardto separate and accurate books and records and the retention period of books and records.M. Recoupment of Disallowances, Questione4tp4Qyeraym ctsIhe 1)epartrnent may. at its option. withhold for the purpmes of setOff ann monIes uxed to theContractor under this \greement up to the amount of any disallo ss ance, overpa ments or questionedcosts resulting from am audits of the Contractor regarding th is \greernent or am other agreementbutts eun the parties hereto, including any agre emen t for a term commencing prior to tilecotnmuncernen t date of tltts\reementARTICLE 12. REPORTS\ 1 he Contractor sha ll collect arid maintain such information, records and reports a determined bt the

I )epartment to he necessart.13. The Contractor shall also submit monthly reports to the Department in a form approved bx theDepartment, xxhich set torth the number of residents sen ed, problems encountered. erx ices provided.expenditures incurred and ant other data as the Department mar require to allo ts it to monitor the(ontractors performance of this. greement.ARTICLE 13. ChANGE OF . SE1 he parties ackn rxvledge tha t the tieeds 0 the itt ncl the purposes fr xt hick the Shelter shall lie usedma change oscr the term of this \greemetit in the cx mt the Department determines that the tin t ofprogram bming operated at the Shelter it mid be changed, the parties too around thts \grc cment toretlect rite change in prograto .\ !i such arncn dmen r shall ire sJbte( r all reuured ip ti rovai amidthe Contractors abihtx to pros ide the next seC ic s.ARTICLE 14. SECURIT\Ibm ( ontrietor shall pros tdc unarmed seeurltt guard sers icEs in ac rdance sith its ecuritx planaporox ed b the Department. [ite plan shill be suhn tm ttcd to the Departmrn t ror atrimrox al xx vhtn ten

)f the regisriion of tltms \greeimt ut I lie securit girirds shIl b itcensed b rh State\en lor k arid trained to non confrontauonal methods of dtute resolution. Ihet shall intcrx cne

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apprnpriatclv in conflict situations. entorce Shelter ru1e and at all tAmes conduct rhemsel c in aprotesional manner 1 aeh securit\ guard shall be capable of re latin& appropriateim, and pros idingsecuritm to the population of the Shelter.ARTICLE 15. ANNEX BEDSI he I)epartmcn t recrs e tI te rtght ak 1 c Ct at ra cior dcn cm p rar heU tt si te tA r winteruse onis ihe tund tot this proorain dial! be added to the proeram badget Ihe ( ontraclor sha ll referResidents who are considered most readm for independent lis lug tO the annex program and dia l! beresponsible for placing them into permanent houmg from the r1 situ beds. If ant Resident i unableto move dire ctis int o housing from the off site bed bm the time the ssinter annex proeram is over forthat tear, the Contractor shall return that Resident to the Shelter

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Appendix A July 2010 Final

APPENDIX AGENERA!. PROVISIONS GOVERNING CONTRACTS FORCONSULTANTS, PROFESSIONAL, TECHNICAL, HUMAN AND CLIENT SERVICES

ARTICLE I - DEFINiTIONSSection 1.01 Definitions

Fhe follo\\ing words and expressio ns. or pronouns used in their ste ad, sha ll, whereerthey appear in this Agreement. he construed as follo\s, unle ss a different meanin g is clear fro mthe context:A. Agency Chief Contracting Officer or ACCO shall mean the positiondelegated authority by the gency Head to organize and super ise the procurement actk ity ofsubordinate Agenc staff in conjunction ith the City Chie f Procurement Officer.B, Agreement shall mean the various documents, including this Appendix A, thatconstitute the contract betxcen the Contractor and the Cit.C. Cit shall mean Fhe Cit\ ol\ev r ork .D. City Chief Procurement Officer or CCPO shall mean the position delegatedauthorit by the Mayor to coordinate and oersee the procurement actiity of Ma\oral agency

stati. including the ACCOs.F. Commissioner or Ag enc. Head shall mean the head of the Department or hisor he r duly authorized representati.e. The term duly authorized rcpresentati.e shall includeany person or persons acting v ithin the limits of his or he r authority.F. Comptroller shall mean the Comptroller ofthe City of Nev York.C. C on tractor shall mean the entity entering into this \grecment v ith theDepartment.H. Day s shal l mean calendar day unless other. ise specificall no ted to me anbusiness da s.I. Department or \gency shall mean the Cit agenc y that has entered into this\greementJ. La.. or La.ss shall mean the New York City Charter (Ch arter ), the NewYork City \dministratixe Code (Admin. Code, a local rul e of the City of New Yo rk. theConstitutions of the [ni ted State, and the State of\e. York , a statute of the l nited States or ofthe State of\e.. Yo rk and any ordinance, ru le or regulation ha. ing the force of la and adoptedpursuant thereto, as amended, and common law .

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Appendix A July 2010 Final

II. Paragraphs 1)-Il of this Section 2.02 appl onl\ if Contractor is a notfr-prefitcorporation.Section 2.03 Fair Practices

A. I he Contractor and each person signing on its behalf certifies, under penalties ofperiur. that to the best of its. his or her kno ledge and be lie f:1. Ih e prices and other material terms set fbrth in th is Agreement hake beenarried at independently, without collusion. consultation, communication. or agreementith any other bidder or proposer or ith any competitor as to any matter re lating to suchprice s or term s for the purpose of restric ting competition:2. lnless othersise required by Law or where a schedule of rates or prices isuniforml established b a goernment agenc\ through regulation. policy or directie. theprices and other material terms set forth in this Agreement wh ich hae been quo ted inthis Agreement and on the bid or proposal submitted by the Contractor hae not beenknowing ly disclosed by the Contractor, directly or indirectly, to any other bidder orproposer or to any competitor prior to the bid or proposal opening: and3. No attempt has been made or will be made by the Contractor to induce anyother person or entity to submit or not to submit a bid or propnsal tr the purpose ofres tricting competition.

B. The fct that the Contractor (i) has published price lists, rates , or tariffs coeringitems being procured. (ii) has informed prospecti\e customers of proposed or pendingpublication of new or reised price lists for such item s. or (iii) has sold the same items to othercustomers at the same prices and or terms being bid or proposed. does not constitute. withoutmore, a disclosure within the meaning of this Section,Section 2.04 VENDEX

1 he Contractor represents and warrants that it and its principals have duly executed andfiled all required \ENI)EX Questionnaires and. if applicable. Certificates of No Change.pursuant to PPB Rule 2-08 and in accordance with the policies and procedures of the MayorsOffice of Contract Ser\ices, The Contractor understands that the Departments reliance upon thecompleteness and veracity of the information state d therein is a material condition to theexecution of this Agreement. and represents and warrants that the inftrmation it and itsprincipals hase pros ided is accurate and complete.Section 2.05 Political Actiit

Ihe Contractors provision of sen ices under this Agreement shall not include anypartisan political acti it or an\ acti. in to further the election or defeat of any candidate ibr

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Appendix A July 2010 Final

public, po lit ical, or party office , nor shall any of the funds proided under this Agreemen t beused for suc h purposes.Section 2.06 Religious Actiity

Fhere shall be no religious orship. instruction or proselyliiing as part of or inconnection ith the Contractors provision ot ser ices under this Agreement, nor shall an\ of thefunds provided under this Agreement be used for such purposes.Section 2.0 7 UnlafuI Discriminatory Practices: Admin. Code 6-123

As required b Adm in. Code 6-123, the Contractor \\ill not engage in an unlafuldiscriminators practice as defined in and pursuant to the terms of litle $ of the CityAdrninistratie Code. The Contractor shall include a pro ision in an agreement ith a firs t-level subcontractor performing ser ices under this Agreement tr an amount in excess of FiftyThousand Dollars ($5OOOO) tha t such subcontractor shall not engage in any such unla\\fuldiscriminators practice.Section 2.08 Bankruptcy and Reorganization

in the event that the Contractor tiles tbr bankruptcy or reorgani/ation under ChapterSeen or Chapter Eleven of the [nitcd States l3a nkruptcy Code, the Contractor shall disclosesuch action to the Department within seven (7) days of filing.ARTICLE 3- ASSIGNMENT AND SUBCONTRACTING

Section 3.01 AssignmentA. The Contractor shall not assign, transfer, cone or otherise dispose of th isAgreement. or the right to execute it. or the rig ht, title or interest in or to it or an part of it. orassign. by pover of attorney or otherise . any of the monies due or to become due under thisAgreement. without the prior ritten consent of the Commissioner. The giving of any suchconsent to a particular assignment shall not dispense with the necessity of such consent to anyfurther or other assignments. Any such assignment. transfer. coneyance or other dispositionithou t suc h ritten consent shall be oid.B. Before entering into an\ such assignment, transfer. conevance or other disposalof this Agreement. the C ontractor shall submit a v rittcn request fir appro al to the Departmentgiing the name and address of the proposed assignee. Ehe proposed assignees \I \DLXquestionnaire must be submitted within thirty (30) Da ys after the ACC() has granted pre lim inarysritten approval of the proposed assignee, if required. 1 pon the request of the L)epartrnen t. theContractor shall pro ide an\ other information demonstrating tha t the proposed assignee ha thenecessary licilities, skill. integrity, past experience and financial resources to perlbrm thespecified serices in accordance sith the terms and conditions of this Agreement the Agcny

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2. Nothing contained in the agreement between the Contractor and thesubcontractor shall impair the rights of the City:3. \othing contained in the agreement between th e Contractor and thesubcontractor, or under the agreement between th e City and the Contractor. shall createany contractual relation between th e subcontractor and th e City : and4. The subcontractor specifically agrees to be bound by Section 4.07 andArticle 5 of this A pp endix A and specifically agrees tha t the Cit may enforce suchpros isions directly against th e subcontractor as if the City were a party to the subcontract.

I). The Contractor agrees that it is as fu lly responsible to the Department fb r th e actsand omissions of its subcontractors and of persons either direc tly or indirectly employed by suchsubcontractors as it is for the acts and omissions of any person directly employed by it.E. For determining the value of a subcontract, all suhcontracts with the sa m esubcontractor shall be aggregated.F. I he Department may reokc the approval of a subcontractor granted or deemedgranted pursuant to Paragraphs (A ) and (B) of this section if reocation is deemed to be in theinterest of the City in writing on no less than ten (10) D ay s notice unless a shorter period iswarranted by considerations of health. safety. integrity iss ue s or other similar fa ct ors. l pon theeffective date of such revocation, the Contractor shall cause the subcontractor to cease all wor kunder the Agreement. The City shall not in cu r any further obligation for ser ices performed bysuch subcontractor pursuant to this \greement beyond the effectise date of the revocation. IheCity sh all pay fbr sersices pro\ided by the subcontractor in accordance with this Agreement

prior to the effectie date of reocation.G. The Departments approval of a subcontractor shall not reliee the Contractor ofany of its responsibilities, duties and liabilities under this Agreement At the request of theDepartment. the Contractor shall pros ide the Department a copy of any subcontract.[I. Indis idual emplo er-emploee contracts are no t suhcontracts subject to therequirements of this Section.

ARTICLE 4 - LABOR PROVISIONSSection 4,01 Independent Contractor Status

Fhe Contratr and the D ep artm ent agree that the Contractor is an in dependent contractorand not an emploec of the Department or the City. Accordingl. neither the Contractor nor itsemployees or agents will hold themselses ou t as, or claim to be, ol)icers or employees of theCit, or of any department. agency or unit of the City , by reason of this A gre em ent. and they willnot. by reason of this Agreement. make any claim. demand or application to or for any right orbenefit applicable to an officer or employee of the City, including, but not lim ited to, WorkersPage 7 of 46

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Compensation coverage. Disability Benefits coerage. [nemployment Insurance benefits, SocialSecurity coerage or employee retirement membership or credit.Section 4,02 Employees

All persons who are empIo ed h the (ontraclor and all consultants or independentcontractors wh o are retained h the Contractor to perlrni sen ices under this ;\greement areneither emploees of the Cit nor under contract with the Citx. I he Contractor, and not the Cit.is responsible fo r their work. direction. compensation. and personal conduct while engaged underthis Agreement. othing in the Agreement shall impose any liability or du t on the City tbr theacts. omissions, liabilities or obligations of the Contractor, or an officer, employee, or agent ofthe Contractor, or for taxes of an nature, or fo r any right or benefit applicable to an officer oremployee of the City. including, b ut n ot limited to, Workers Compensation coverage, DisabilityBenefits coerage, Vnemployment Insurance benefits, Social Security coerage or employeeretirement membership or credit. Except as specificall stated in this Agreement. nothing in thisAgreement shall impose an liability or duty on the City to an person or entity.Section 3.03 Removal of Individuals Performing Work

The Contractor shall not hae anyone perform work under this Agreement who is notcompetent, faithful and skilled in the work for which he or she shall be employed. \h eneer theCommissioner shall inthrm the Contractor, in writing, that any individual is. in his or heropinion, incompetent, unfaithful, or unskilled, such indiidual shall no longer perform workunder this Agreement. Prior to making a determination to direct a Contractor that an indi idualshall no longer perform work under this Agreement. the Commissioner shall pros ide theContractor an opportunity to he heard on no less than ii e (5) Days written notice. iheCommissioner ma direct the Contractor not to allow the indk idual from perfbrming work underthe Agreement pending the opportunit to be heard and the Commissioners determination.Section 4.04 Minimum Wage

Except fo r those employees whose minimum wage is required to be fixed pursuant toSections 220 or 230 of the >ew York State Labor Law or by City Administratie Code 6-l0).all persons emploed by the Contractor in the perfiirmance of this Agreement shall be paid.without subsequent deduction or rebate, unless expressly authorited by Law. not less than theminimum wage as prescribed b Law Any breach of this Section shall he deemed a materialbreach of this Agreement.Section 4.05 Non-Discrimination: Ne York State Labor La 220-c

A. If this \greement is for the construction. alteration or repair of any publicbuilding or public work or tr the manufacture, sale. or distribution of materials, equipment. orsupplies, the Contractor agrees. a required by \ew York State Labor law 220-c. that:

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In the hiring of employees for the pertbrrnance of ork under thisAgreement or any subcontract hereunder. neither the Contractor. subcontractor, nor anyperson acting on behalf of such (ontractor or subcontractor, shall by reason of race,creed. color, disab ility , sex or nat ional origin discriminate aga inst any citizen of the Stateof Ne York ho i quali lied and a ai lable to perftrm the ork to \hich theemplernent re la tes:2. Neither the Contractor, subcontractor. nor any person on his or her behalfshall, in any manner. discriminate aga inst or in timidate any employee hired thr theperformance of vork under this Agreem ent on account of race. creed, color , disability.sex or national or ig in :3. Fhere ma be deducted from the amount payable to the Contractor by theCity und er th is Agreement a penalty of Fifty Dollars ($50) for each person for eachcalendar day during Ii ich such person as discriminated against or in tim idated inviolatio n of the proisions of this Agreement: and4. This Agreement may be termina ted by the City, and all monies due or tobecome due hereunder may be forfeited. tr a second or any subsequent iolation of theterms or conditions of this Section.

B. The provisions of this Section shall be limited to operations perfo rmed wi thin theterrit or ial limits of the State of\e& York.Section 4.06 Non-1)iscrirnination: Admin. Code 6-108

If this Agreement is for the constru ction, alteration or repa ir of buildings or theconstruction or repair of stree ts or high\a\s. or for the manufacture. sale. or distribution ofmaterials , equipment or supplies, the Contractor agrees , as requi red by Ne York CityAdministratie Code 6-108 . that:A. It shall he unla ful for any person engaged in the construction. alteration or repa irof build ings or engaged in the construction or repa ir of stree ts or high\ay s pursuant to a contractwith the City or engaged in the manufac tu re, sale or distribution of materials, equipmen t orsupplies pursuant to a contract ith the City to refuse to employ or to refuse to con tinue in anyemployment any person on account of the race. color or creed of such person.B. It shall be unlaw ful for any person or any servant, agen t or emploee of anyperson. described in Paragraph A aboe. to ask. indicate or transmit, orally or in riting. directlyor indire ct ly, the race. co lor, creed or religious affi lia tion of any person employed or seek ingemployment from such person. tirm or corpo ra tion.C. Breach of the fo rego ing proisions shall be deemed a breach of a mater ialprov is ion ofthis Agreemen t.D. Any person, or the employee. manager or oner of or officer of such firm orcorporation ho sha ll iolate any of the pros isions of this Section shall. upon cons iclion thereef

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Appendix A July 2010 Finalbe punished by a tine of not more than One Hundred Dollars IS100) or by imprisonment fir notmore than thirty (30) Days. or both.

Section 4.07 Non-DIscrimination:L 50 Equal Employment OpportunityA. I his Ag reem ent is sub ject to the requirements of City Fxecutit e Order So. 50(1980) rE.O. 50). as retised. and the rulcs set forth at 66 RCNY 10-01 et seq . So agreementwill be awarded unless and until these requ irem ents hate been complied with in their entirety.The Contractor a grees tha t it:

I. Will not discrimina te unlaw fully against any employee or applicant foremployment becau se of race. creed. color, national origin. sex. age. disab ili ty , maritalstatus . sexual orientation or citizenship status with respect to all employment decisionsincluding , but not limited to, recrui tment, hiring, upgrading, demotion, downgrad ing.transfer. training, rates of pay or oth er forms of compensa tion. layoIt termination, and allother terms and cond itions of employment:2. Will not dis criminate unlawfully in the selection of sub contractors on thebasis of the owners . partners or shareho lders race, color , creed . national origin. sex .age . disabi lity, marital status , sexual orientation, or citiaenship status :3. Will sta te in all solicitations or adsert isementc for employees placed by oron beha lf of the Contracto r th at all qual ified applicants will receie con sideration foremployment without unlawful discrim ination based on race. color. creed. national orig in.sex, age. disability, marital status, sexual orientation or citizenship sta tus, and that it is anequal employment opportunity employ en4. 3 ill send to each labor organ ization or rep resentatise of workers withwhich it has a collectite bargaining agreement or other contract or memorandum ofunderstanding. written notification of its equal emp loyment opportun ity comm itmentsunder E.O. 50 and the rules and regulations promulg ated the reunder;5. 3 ill furnish before this Ag reement is awarded all information and reportsincluding an Employment Report which a re required by LO. 50. the rules and regulationsprom ulgated thereunder. and orders of the City Depar tment of Small Business Sen ices.Ditision of Labo r Sen ices (DLS9: and6. Will permit DES to hate access to all releiant books. records. andaccounts for the purposes of intestigation to ascertain com pliance with such rules .regulations . and orders.

B. 11w Contractor understands tha t in the etent of its noncompliance with thenondiscrimination clauses of this 4greement or with any of such rules. regulations. or ord ers.such noncomp liance shall constitute a material breach of this Agreement and noncompliancewith l:.O . 50 and the rule and regulations promu lgated thereunder. After a hearing heldpursuan t to the rules s.d Dl.S. the Director of DES may direct the Commissioner to impose any orall of the following sanctions:Page 10 nf 46

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1. Disapprosal of the Contractor: and or2. Suspension or termination of the Agreement: and or3. Declaring the Contractor in default and or4. In lieu of any of the foregoing sanctions, imposition of an employmentprogram.

C. Failure to comply with F.O. 50 and the rules and regulations promulgatedthereunder in one or more instances may resuk in the Department dec laring the Contracto r to benon-responsible.D. the Contra ctor agrees to include the provisions of the foregoing Paragraphs ineiery subcontract or purchase order in excess of One hundred Thousand Dollars (S 100.000) towhich it becomes a par ty unless exempted by LO. 50 and the rules and regulations promulgatedthereunder. so that such provisions will be binding upon each subcontractor or iendor. TheContractor will take such action with respect to any subcontract or purchase order as may bedirected by the Director ofDLS as a means of enforcing such provisions including sanctions fornoncompliance. A supplie r of unfinished products to th e Contractor needed to produce the itemcontracted for shall not be considered a subcontrac tor or vendor fbr purposes of this Paragraph.E. The Contractor fur ther agrees that it ill refrain from enter ing into anysubcontract or modification thereof subject to E.O . 50 and the rules and regulations promulgatedthe reunder with a subcontractor who is not in compliance with the requirements of E.O. 50 andthe rules and regulations promulgated thereunder. A supplier of unfinished products to theContractor needed to produce the item contracted for shall not be considered a subcontractor forpurposes of this Paragraph.I. Nothing contained in this Section sha ll be construed to bar any religiou ordenominational institution or organization, or any organization operated for charitable oreducational purposes. that is operated, supers ised or controlled by or in connection with areligious organization. from lawiWly limiting employment or law tblly giving preference topersons of the same religion or denomination or from law fblly making such selection as iscalculated by such organization to promote the religious principles for which it is established ormaintained.

ARTICLE 5- RECORDS,AUDITS. REPORTS. AND INVESTiGATIONSSeetlon 5.01 Boob and Reeords

The Contracto r agrees to maintain separate and accurate books. records, documents andother ci idence. and to utilie appropriate accounting procedures and practices. which sufficientlyand properly reflect all direct and indirect costs of any nature expended in the performance ofthis Agreement.

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subject to audit by (i) the City, inc luding the Comptroller, the Departm ent, and the DepartmenfsOffice of the Inspector Gene ral. (ii) the State, (iii) the federal gosernment, and (i4) other personsduly authorized by the City. Such audits may include examination and reiiew of the source andapplication of all fluids whether from the City, the State. the federal gosernment. pris ate sourcesor otherss ise.

B. Audits by the City. including the Comp troller, the Depar tment. and theDepar tments Office of the Inspector Genera l, are pertrmed pursuant to the powers andresponsibilities conferred by the Charter and the Admin. Code, as well as all orde rs. rules, andregulations promulgated pursuant to the Charter and kdmin. Code.C. I he Contractor shall submit an) and all documentation and justification insupport of expenditures or fees under this Agreement as ma> be required by the E)epartment andby the Comptroll er in the exercise of his her powe rs under Law.D. 1 he Contracto r shall not be entitled to final paym ent unti l the Contractor hascomplied with the requirements of this Section.

Section 5.05 No Remova l ofRecords from PremisesWhere performance of this Agreement involve s use by the Contractor of any City books.records, doc uments, or data (in hard copy. or elec tronic or other format now known or deselopedin the future) at City licilities or offices, the Contr acto r shall not remove any such data (in theformat in which it origina lly existed. or in any other cons erted or der ised lbrmat) from suchfacility or office without the prio r written approsal of the Departments designated official.Upon the request by the Department at any time during the Agreement or after the Agreementhas expired or terminated , th e Contracto r shall return to the Department any City bookt records,documents. or data that has been removed from City premises.Sec tIon 5.06 ElectronIc Records

As used in thi s Appendix A. the terms books. record s. documents, and other data refe r toelectronic versions as well as hard copy sersions.SectIon 5.07 Iniestlgntlona Clause

A. The Con tractor agrees to cooperate fully and bithfully with any ins estigation.audit or inquiry conducted by a Sta te or City agency or authority tha t is empowered direct ly orby designation to compel th e attendance of witnesses and to examine witnesses under oath , orconducted by the inspector General ot a gosemmental agency tha t is a party in interest to thetransaction, submi tted bid . submitted proposal. contract , lease. permit. or license that is the%ubject of the inwstigation. audi t or inquiry.B. I. If any person who has been ads ised that his or her statement. and anyinfo rmat ion from such statement will not be used agains t him or her in an y subsequent

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E. f he Commissioner or Agenc y Head shall consider and address in rea ching his orher determination and in assessing an appropriate penalty the fac tors in Paragraphs (I) and 2>belo. 1-Ic or she ma\ also consider. if re levant and appropriate, the crit er ia establ ish ed inParagraphs 3) and (4) below, in addi tion to any other info rm ation that ma be releant andappropriat e:I. 1-h e par ts good faith cndeaors or lack thereof to coopera te fully andfaithfully ith any go\ernmental ins estigation or audit, inc luding but not limited to thediscipline, discharge. or disassociation of any person fa iling to testit. the production ofaccurate and complete books and records. and the forthcoming testimon\ of all othermembers, agents, assignees or fiduciaries whose testimony is sought.2. The relationship of the person who refused to testif\ to an entity tha t is aparty to the hearin g, inclu ding, but not limited to. whether the person wh ose testimony issought has an ownership interes t in the entity and or the degree of au thority andresponsibility the perso n has within the entity.3. The nexus of th e t es timo ny sought to the subjec t en tity and its contracts .leases. perm its or licen ses w ith the City.4. The effect a pen alty may hase on an unaffiliated and unrelat ed party orentity that has a significant interest in an entity subject to pena lti es under Paragraph Dabose. prov ided tha t the party or ent ity has gisen ac tual no tice to the Commissioner orAgenc 1-lead upon the acqu is ition of the interest, or at the hearing ca lled for in Parag raph(C)(l) above gives notice and proves that such in terest was prev iously acquired. f ndereither circumstance, the part\ or entity mu st present e idence at the hearingdemonstrating the potential ads erse impact a penalty will hase on such person or entity.F. Definitions1. 1-he term license or permit as use d in this Section sha ll be defined as alicense, 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 naturalperson doing business alone or associated wi th another person or enti ty as a partner,director, officer, principal or employee.3. Th e term entity as used in this Section shall be defined as an firm .partnership, corporation, association, or person that receises monies, benefits, lic enses,leases, or permits from or through the City, or otherwise transacts business wi th the City.4. [he term member as used in this Section shall be defined as any pe rsonassociated ss ith another person or entity as a partner, director. offic er. principal, oremployee.

G. In addition to and notwithstanding any other pros ision of this Agreement, theCommissioner or Agency Head may in his or her sole disc retion terminate this Agreement uponnot less than three (3> I)a s written notice in the es ent the Contractor fai ls to pro mp tly report in

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Section 6.03 Pre-existing RightsIn no ease shall Sections 601 and 6.02 apply to. or prevent the Contractor from assertingor protecting its rights in any discovery, invention, report, document, data. photograph.deliverable, or other material in connection with or produced pursuant to this Agreement thatexisted prior to or vvas developed or discovered independently from the activities directly relatedto this Agreement.

Section 6.04 AntitrustThe Contractor hereby assigns, sells, and transflrs to the City all rig ht, title and interest inand to any claims and causes of action arising under the antitrust laws of the State or of theUnited States relating to the particular goods or services procured b the Cit under thisAgreement.

ARTICLE 7-INSURANCESection 7.01 Agreement to Insure

The Contractor shall not commence performing services under this Agreement unless anduntil all insurance required b this Article is in etict, and sha ll ensure continuous insurancecoverage in the manner, form, and limits required by this Article throughout the term of theAgreement.

Section 7.02 Commercial General Liability InsuranceA. The Contractor sha ll maintain Commercial General l.iabilit Insurance coveringthe Contractor as Named Insured and the City as an Additional Insured in the amount of at lea stOne Million Dollars ($1,000,000) per occurrence. Such insurance shall protect the City and theContractor from claims for property damage andor bodily injury, including death that may arisefrom any of the operations under this Agreement. Coverage under this insurance shall be at leastas broad as tha t provided by the mo st recently issued Insurance Serices Oflice (ISO) FormCG 0001, shall contain no exclusions other than as required by law or as approved by theDepartment. and shall be occurrence based rather than claims-made.13. Such Commercial General Liability Insurance sha ll name the Cit. together withits officials and employees, as an Additional Insured with coverage at lea st as broad as the mostrecently issued ISO Form CG 20 10.C. The Contractor shall ensure that each subcontractor adds the City, together vithits officials and employees, as an Additional Insured under all Commercial General LiabilityInsurance policies obtained by a subcontractor coverine vv ork performed h\ such subcontractorunder th is Agreement with coverage at least as broad as the most recentl issued ISO Fo rm CG20 26.

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Section 7.03 ProfessIonal Liability InsuranceA. At the Departments direction, if profrssional senices are pros ided pursuant tothis Agreement. the Contractor shall maintain and submit evidence of Professional Liability

Insurance appropriate to the typc(s of such sen ices to be pros ided under this Agreement in theamount of at least One Million Dollars iS 1.000.00W per claim. The policy or policies shallinclude an endorsement to coser the liability assumed by the Contractor under this Agreementarising out of the negligent performance of profrssional sen ices or caused by an error. omissionor negligent act of the Contractor or anyone employed by the Contractor.B. All subcontractors of the Contractor pro iding professional sen ices under thisAgreement fbr which Professional Liability Insurance is reasonably commercially asailable shallalso maintain such insurance in the amount of at least One Million Dollars (Sl.000.000) perc la im, and the Contractor shall pros ide to the Department . at th e time of the request forsubcontractor approval. vs idence of such Pro&ssional Liability Insurance on forms acceptable to

the Department.C. Claims-made policies will be accepted for Professional Liability Insurance. Allsuch policies shall have an extended reporting period option or automatic coverage of not lessthan two (2) years. If asailable as an option. the Contractor shall purchase extended reportingperiod coverage effectis e on cancellation or termination of such insurance unless a new policy issecured with a retroactive date. including at least the last policy year.

Section 7.04 Workers Compensation, Disability Benefits, and EmployersLiability insuranceThe Contractor shall maintain, and ensure that each subcontractor maintains. VorkcrsCompensation Insurance. Disability Benefits Insurance, and Employers Liability Insurance inaccordance with the Laws of the Sta te on behalf of, or with regard to. all employees providingservices under this Agreement.

SectIon 7.05 Unemployment InsuranceTo the extent required by l .aw, the Contractor shall provide L nemployment Insurance forits employees.

SectIon 7.06 BusIness Automobile Liability Insuranee%. If sehicles are used in the pros ision of services under this Agreement. then the(ontractor shall maintain Businecs Automobile l.iability insurance in the amount etat least OneMillion Dollars (SI .000.00W each accident combined single limit for liability arising out ofownership. maintenance or use of any owned, non-owned, or hired sehicles to be used inconnection with this Agreement. Coserage shall be at least as broad as ISO Form C.O0Ol. ed.1001.

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B. If chides are used for transporting haiardous materials, the BusinessAutomobile Liability Insurance shall be endorsed to pros ide pollution liabilit\ broadenedcnverage for covered vehicl es endnrsement CA 99 48) as ell as proof of MCS-Q0.

Section 7.07 Ceneral Requirements for Insurance Coverage and PoliciesA. All required insurance policies shall be maintained . ith companies tha t maylawfully issue the required policy and have an AM. Best rating of at least A- VII or aStandard and Poors rating of at lea st A, unless prior written approval is obtained from the CitLaw Department.B. All insurance policies shall be primary (and non-contributing) to any insurance orself-insurance maintained b the Cit.C. 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 policiesare subject. whether or not the City is an insured under the policy.D. There shall be no self-insurance program wi th regard to any insurance requiredunder this Article unless approed in writing by the Commissioner. Any such self-insuranceprogram sha ll provide the City with all rights that would be proided by traditional insurancerequired under this Article, including but not limited to the defense obligations that insurers arcrequired to undertake in liability policies.F. ihe Citys limits of coverage for all types of insurance required under thi s Articleshall he the greater of(i) the minimum limits set for th in this Article or (ii) the limits prov ided to

the Contractor as Named Insured under all primary, excess, and umbrella policies otthat type ofcoverage.F. All insurance policies required pursuant to Sections 7.02 and 7.03 shall containthe following endorsement: rhis policy may no t be cancelled, terminated, moditied or changedfor any reason other than non-payment unless thirty (30 ) Days prior written notice is sen t by theInsurance Company to the Named Insured, the Commissioner [in sert Agency]. and to the NewYo rk City Comptroller. Attn: Office of Contract Administration. Municipal Building. OneCentre Street. Room 1005. N ew York , New York 10007 . Fo r non-payment. at lea st ten (10 )Days written notice must he provided.Section 7.08 Proof of Insurance

A. Fo r Workers Compensation Insurance, Disability Benefits Insurance, andLmplo\ers Liab ility Insurance, the Contractor shall file one of the following within ten (10 )Das of award of this Agreement ACORD thrms are not acceptable proof of workerscompensation coverage.I. C-105.2 Certificate of\ orkers Compensation lnurance:

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prosisions of this Ag reement or of the Laws. Insofar as the facts or Law rela ting to any claimwould preclude the City from being comple tely indemnified by the Con tractor, the City shall bepartially indemnif ied by the Contractor to the tid iest extent permitted by I.aw.

SectIon 8.04 InfrIngemen t Indemnifica tionI he Con tractor shall defend. indemniI and hold the City harm less from any and allclaims (eien if the allegations of the lawsuit are wi thout merit) or judgm ents for damages andfrom cos ts and expenses to which the City ma> be subject to or which it ma> suffer or incurallegedly arising out of or in conne ction with an) inf ringement by the Contracto r of an>cop> right, trade secrets. trademark or patent righ ts or any other property or personal right of an>third part> by the Contrac tor and or its subcontractors in the performance of this Agreem ent .The Contractor sha ll defend. indemnilS. and hold the City harmless regard less of IS hether or notthe alleged infringem ent arises out of compliance with the Agreeme nts scope of serv ices scopeof work. Insofar as the (Ic ts or Law relat ing to any claim would preclude the City from beingcomple tely indemnified by the Co ntra ctor . the City shall be partially indemnif ied by theContractor to the fullest ectent permitted by Law.

SectIon 8.05 Indemnification Obligations No t Limi ted By Insurance Obligationfhc indemnifica tion provisions set forth in thi s Article shall not be limi ted in an> way bythe Contractors obliga tions to obta in and ma intain insuran ce as provided in this Agreement

Section 8.06 Actions By or Against Third PartiesA. In the esent an> claim is made or any action brought in any way relating toAgreement. other than an action between the City and the Contractor, the Contracto r shalldiligently ren der to the City witho ut addit ional com pensation all assis tance wh ich the City mayreasonably require of the Contracto r.B. The Contractor shall report to the Department in writing within the (5) businessDays of the initiation by or again st the Contr actor of any legal action or proceeding in connection

ss ith or rel ating to thi s Agreement.SectIon 8.07 Withholding of Payments

A. In the elent that any claim is made or any action is brought again st the City firwhich the Contracto r may be required to indemn i& the City pursuant to thi s Agreement. the Cityshall has e the right to withhold further paymerits under this Agree ment tbr the purpose of set-offin suffic ien t sums to coser the said claim or action.B. In the esent tha t any Cii> property is lost or damage d as ct forth in Section 8.02.except for normal wear and tear. the City shall line the r ight to withhold further payments underthis Agreement fo r the purpose of set-ott in suf ficient sums to coer such loss or damage.

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C. The Cit shall not. ho%ever. impose a setofl in the event that an insurancecompany that provided liability insurance pursuant to Article 7 above has accepted the Citstender of the claim or action without a reservation ofrightc.

[). The Department max, at its option, withhold for purposes of set-off any moniesdue to the Contractor under this Agreement up to the amount oan\ disallowances or questionedCosts resulting from an audits of the Contractor or to the amuunt of an ov erpa ment to theContractor with regard to this Agreement.

E. The rights and remedies of the City proided lbr in this Section shall no t heexclusive and are in addition to an\ other rights and remedies provided b Law or thisAgreement.Section 8.08 No Third Party Rights

I he prov isions of this Agreement shall not he deemed to create any right of action infavor of third parties against the Contractor or the Cit\ or their respective officers andemployees.ARTICLE 9- CONTRACT CHANCES

Section 9.01 Contract ChangesChanges to this Agreement may be made only as duly authorized by the ACCO or his orher designee and in accordance with the PPB Rules. An\ amendment or change to this

Agreement shall no t be valid unless made in writing and signed by authorized representatives ofboth parties. Contractors deviating from the requirements of this Agreement without a dulapproved and executed change order document. or written contract modification or amendment.do so at their own risk.Section 9.02 Changes Through Fault of Contractor

In the event that an change is required in th e dat a, documents. deliverables, or otherserv ices to he prox ided under this Agreement because of negligence or error of the Contractor.no additional compensation shall he paid to the Contractor flr making such change. and theContractor is obligated to make such change without additional compensation.

ARTICLE 10- TERMINATION, DEFAULT, ANI) REDUCTIONS IN FUNDINGSection 10,01 Termination b the City %4ithout Cause

A. I he C it shall have the right to terminate this Agreement, in whole or in part.w ithout cause. in accurdance with the prov ision of Section I o.05.

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Contractor of the amount of the reduction and ret ising attachments to this agreement asappropriate.Section 10.03 Contractor Delimit

:. The City shall hate the right to declare the Contractor in default:1. Upon a breach by the Contractor of a material term or condition of thisAgreement. including unsatisfactory performance of the sen ices:2. 1 pon insols ency or the commencement of any proceeding by or againstthe Contractor. either soluntarily or insoluntarily. under the Bankruptcy Code or relatingto the insolsency. receisership. liquidation, or composition of the Contractor tbr thebenefit of creditors:3. If the Contractor refuses or fails to proceed with the services under theAgreement sshen 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 substantiallyins olsed in its actis ities are indicted or cons icted after execution of the Agreement underany state or federal lass of any of the Iblloss ing:

a. a criminal offense incident to obtaining or attempting to obtain orpertbrming a public or prisate contract;b. fraud. embealement, theft , bribery , forgery. falsification. ordestruction of records. or receiving stolen property:c. a criminal siolation of any state or federal antitrust last:d. siolation of the Racketeer Influence and Corrupt Organitation Act,18 U.S.C. 1961 ci seq.. or the Mall Fraud Act, IS U.S.C. 1341 ci seq., lbr actsin connection with the submission of bids or proposals fbi a public or prisatecontract:e. consp iracy to commit any act or omission that would constitutegrounds for cons iction or liability under any statute described in subparagraph (d)

abose: orf. an offense indicating a lack of business integrity that seriously anddirectly affects responsibility as a City vendor.

5. If the Contractor or any ol its officers. directors. par tners. f ise percenti5%i or greater sharcholdcr%. principals, or other employee o r person substantiallyinsolsed in its actis ities are subject to a judgment of cisil liability under any state or

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3. Fuming oer to the Department or its designees all books, records.

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documents and material specificall\ relating to this Agreement that the Department hasrequested be turned o er:4. Submitting to the Department. o.ithin ninety (90) Days. a final statement

and report relating to the Agreement. 1 he report shall be made by a certified publicaccountant or a licensed public accountant; and5. Pros iding reasonable assistance to the Department in the transition, if an.to a ne contractor.

Section 10.06 Miscellaneous ProisionsA. ihe Commissioner, in addition to any other powers set ldr th in this Agreement or

b operation of Law. may suspend. in whole or in part, any part of the services to be proidedunder this Agreement heneer in his or he r judgment such suspension is required in the bestinterest of the City. If the Commissioner suspends this Agreement pursuant to this Section, theCit shall not incur or pay any further obligation pursuant to this Agreement heond thesuspension date unti l s uch suspension is lifted. Th e City shall pay for services proided inaccordance \\ith this Agreement prior to the suspension date. In addition. an obligationnecessarily incurred b the Contractor on account of this Agreement prior to receipt of notice ofsuspension and falling due during the suspension period shall be paid b\ the Cit\ in accordan. ev ith the terms of this Agreement.

B. cotsithstanding any other provisions of this Agreement. the Contractor shall notbe relieved of liability to the City for damages sustained by the City by virtue of the Contractorsbreach of the Agreement, and the City may ithhold payments to the Contractor ftr the purposeof setoff in the amount of damages due to the City from the Contractor.

C. I he rights and remedies of the City p ros ided in this Article shall not he exclusieand are in addition to all other rights and remedies pros ided b La or under this Agreement.

ARTICLE 11 - PROMPT PAYMENT AND ELECTRONIC FUNDS TRANSFER

Section 11.01 Prompt Payment

A. [he prompt pament pros isions of PPB Rule 4-06 are applicable to pa\menbmade under this Agreement. The pros isions generally require the pay ment to the Contractor ofinterest on paments made afler the required pament date. as se t fbrth in the PPB Rules.

B. [he Contractor shall submit a proper in\oice to recei\e pament. except herethe Agreement proides that the Contractor will be paid at predetermined interals withoutha. ing to submit an inoice tb r each scheduled payment.

C. Determination of interest due will be made in accordance with the PP[3 Rules andthe applicable rate of interest shall be the rate in effect at the time of pa\ment.Page ( f4t

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Section 12.04 (laims and Actions

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A. Any c la im dgains t th City or Department based on this Agreement or arising outof this Agreement that is no t subject to dispute resolution under th e P PB Rules or this Agreementsha ll not be m ade or asserted in any legal proceeding, unless the Contractor sha ll have s tr ic tlycomplied with all requirements relating to the gking of notice and of information with respect tosuch claims as provided in this Agreement.

B. No action shall be instituted or maintained on any such claims unless such actionshall be commenced within six (6) months afier th e d ate of filing with the Comptroller of thecertificate for the final payment u nd er th is Agreement. or within six (6) months of thetermination or expiration of this Agreement, or within six (6) months a ft er the accrual of thecause of action, whichever first occurs.

Section 12.05 No Claim Against Officers, Agents or EmployeesN o cla im sh all be made by the Contractor against any officer, agent, or employee of theCity in their personal capacity for, or on account of anything done or omitted in connection withthis Agreement.

Section 12.06 General Releasefhe acceptance by the Contractor or its assignees of th e fina l payment under thisAgreement, whether by check. wire transfer, or other means, and whether pursuant to invoice,oucher. 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 theContractor, ofwhich the Contractor was aware or should reasonably have been aware, arising outof the performance of this Agreement based on actions of the City prior to such acceptance offinal payment, excepting any disputes that are the subject of pending dispute resolutionprocedures.

Section 12.07 No Wai4erWaiver by either the I)epartment or th e Contractor of a breach of any proision of thisAgreement shall not be deemed to be a waier 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 beagreed to in writing by the parties as set forth in Section 9.01.AR1 ICLE 13 - APPLICABLE LA4S

Section 13.01 PPB RulesIhis Agreement is subject to th e P PB R ule s. In the event of a conflict between the PPBRules and a pros iion of this Agreement, the PPB Rules shall take precedence.

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Section 13.02 Al l Legal Proisions Deemed Included

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Each and e ery pros ision required b Lay, to be inserted in this Agreement is hercbdeemed to be a part of this Agreement. vhether actually inserted or not.

Section 13.03 Seerability / Unlawful Proisions Deemed StrickenIf this Agreement contains an unlawful proision no t an essential part of the Agreementand which shall no t appear to ha\e been a controlling or material inducement to the making of

this Agreement. the unlaful proision shall be deemed of no effect and shall. upon notice byeither party. be deemed stricken f rom the Agreement ithout affecting the binding ftwce of theremainder.Section 13.04 Compliance With Laws

1 he Contractor shall perform all services under this Agreement in accordance v ith allapplicable Las as are in effect at the time such services are performed.Section 13.05 Americans with Disabilities Act (ADA)

A. [his Agreement is subject to the pros isions of Subtitle A of I itle II of theAmericans .ith Disabilities Act of 1990. 42 L..( 12131 et seq. (ADA) and regulationspromulgated pursuant thereto. sec 28 CFR Part 35. Ehe Contractor shall no t discriminate againstan indi idual ith a disabilit. as deflned in the ADA. in pros iding serv ices. programs. oracti ities ursuant to this Agreement. If directed to do so by the Department to ensure theContractors compliance v ith the ADA during the term of this Agreement. the Contractor shallprepare a plan (Compliance Plan) vvhich lists its program site(s) and describes in detail. hov itintends to make the services, programs and activities set for th in the scope of services hereinreadily accessible and usable by individuals with disabilities at such site(s). In the event that theprogram site is no t readily accessible and usable by individuals with disabilities, contractor shallalso include in the Compliance Plan, a description of reasonable alternative means and methodsthat result in making the services, programs or activ ities provided under this Agreement. readilyaccessible to and usable by mdiv iduals vvith disabilities, including but not limited to people vv ithv isual. auditory or mobilit\ disabilities. I he Contractor shall submit the Compliance Plan to theACCO fo r rev iev v. ithin ten (10) Days after being directed to do so and shall abide b theCompliance Plan and implement any action dctailed in the Compliance Plan to make theser\ ices. programs. or activ ities accessible and usable by the disabled.

B. The Contractors failure to either submit a Compliance Plan as required herein orimplement an approved Compliance Plan may be deemed a material breach of this Agreementand result in the City terminating this Agreement.

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Elections voter registration form to or with its application, renewal, recertification, andchange of address forms.

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5. [he Contractor shall prominently display in its publ ic o ffice , subject toapprosal by the [)epartment. promotional materials designed and approved by the City orState Board of Elections.

6. Fo r the purposes of Paragraph A of this Section, the word Contractorshall be deemed to include subcontractors having regular contact with the public in thedaily administration of their business,7, The provisions of Paragraph A of this Section shall not apply to servicesthat must be pros id ed to present actual or potential danger to life, health, or safety of anyindividual 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 distributedvoter registration forms. the Contractor sha ll a ls o p ro s ide such assistance, in the mannerand to the extent specified by the Department.2. In the event the Department receives and transmits completed registrationforms from applicants who wish to have the forms transmitted to the City Board ofElections, the Contractor shall similarly provide such ser s ice, in the manner and to theextent specified by the Department.3. If, in connection with the provision of services under this Agreement, theContractor intends to pros ide assistance in completing distributed voter registration formsor to receive and transmit completed registration forms f rom applicants who wish to havethe forms transmitted to th e C ity Boa rd of Elections, the Contractor shall do so only byprior arrangement with the Department.4. [he provision of Paragraph B services by the Contractor may be subject toDepartment protocols, including protocols regarding con fidentiality.

D. Required Statements. In accordance with Charter 1057-a, the Contractor herebyagrees as follows:1. The Contractor shall advise all persons seek ing voter registration formsand information, in writing together with other written materials provided by the

Contractor or by appropriate publicity, t ha t th e Contractors or government services arenot conditioned on being registered to vote,2. No statement shall be made and no action shall be taken by the Contractoror an employee of the Contractor to discourage an applicant from registering to vote or toencourage or discourage an applicant from enrolling in any particular political party.

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Appendix A July 2010 FInal3. The Contractor shall communicate to applicants that the completion oftoter registration forms is soluntar>.

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4. The Contractor and the Contractors employees shall not:a. seek to influence an applicanis political preference or partydesignation;b. display an) political preference or part> allegiance;c. make an> ctatement to an applicant or take an> action the purposeor effect ofwhich is to discourage the applicant from registering to vote: ord. make an> statement to an app licant or take any action the purposeor effect of which is to lead the applicant to beline that a decision to register ornot to register has an> bearing on the asailability of son ices or benefits.

Ii. Ihe Contractor. as defined abo se and in this Agreement. agrees that the cosenantsand representations in this Section are material conditions of this Agreement.F. The provis ions of this Section do not apply where the services under thisAgreement are supported by a federal or State grant of funds and the source of funds prohibitsthe use of federal or State funds for the purposes of this Section.

Section 13.07 Participation in an International BoycottA. The Contrac tor agrees that neither the Contractor nor any substantially-owned

affiliated company is partic ipating or shall participate in an international boycott in violation ofthe 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 Commercepromulgated thereunder.B. Upon the final determination by the Commerce Department or any other agencyof the United States as to. or cons iction of. the Contractor or a substantially-owned affiliatedcompany thereof of participation in an international boycott in s iolation of the pro kions of theExport Administration Act of 1979, as amended, or the regulations promulgated thereunder. theComptrolle r may. at his or her option. render forfeit and soid this Agreement.C. The Contractor shall comply in all respects. with the provisions of Admin. Code* 6-114 and the rules issued by the Comptrolle r thereunder.

Section 13.08 MacBride PrinciplesA. In accordance with and to the extent required by Admin. Code 4 6-115.1. theContractor stipulates that the Contractor and any individual or legal entity in which theContractor holds a ten percent (10o; or greater on nership interest and any indis idual or legal

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Appendix A July 2010 Final

ith a rit ten application thr ser ice s. rene a! or recertification of ser ices or ith a request Ibra change of address form relating to the pro s isbn of ser ice s.

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3. 1 he C ontractor v ill pros ide an opportunit ftr an indi\ idu al requesting av rit ten application tor ser ice s. reneal or recertification for ser ice s or change of address formrelating to the pro ision of services ia the Internet to request a pamphlet, and ill provide suchpamphlet by Lnited States ma il or an Internet address vhere such pamphlet rna be iexed ordo%nloaded. to any person who indicates via the Internet that they ish to be sent a pamphlet.4. The Contractor will ensure that its employees do not make an statementto an applicant for services or client or tak e any action the purpose or effect of which is to leadthe applicant or client to beliee that a decision to request public health insurance or a pamphlethas an bearing on their eligibilil\ to recei\ e or the a ailahil it of serv ice s or benefits.5. [he Contractor wi ll comply with: (i) any procedures established by theparticipating City agency to implement Charter 1069: (ii) an determination of thecommissioner or head of the participating City agency ( hich is concurred in b thecommissioner of the Department of Health and Mental Hygiene) to exclude a program, in wholeor in par t. from the requirements of Charter 1069: and (iii) any determination of thecommissioner or head of the participating City agency (which is concurred in by thecommissioner of the Department of Health and Mental Hygiene) as to which Workforcelnestment Act of 1998 offices proiding workforce deelopmen t services shall be required tofullill the obligations under Charter 1069 .

1). on-applicabilit\ to Certain Services. The pros isions of this Section sha ll no tapply to services that must be provided to present actual or potential danger to the lif , health orsafety of any individual or to the public.

ARTICLE 13 - MISCELLANEOUS PROVISIONSSection 13.01 Conditions Precedent

A. This Agreement shall be neither binding nor effective unless and un til it isregistered pursuant to Charter 328.13. [he requirements of this Section shall be in addition to. and no t in lieu of, anyapp rov a! or authoriiation other ise required for this Agreement to be eftctiv e and for theexpenditure of Cit y funds.Section 13.0 2 MergerThis written Agreement contains all the terms and conditions ag reed upon b the parties.and no other agreement. oral or other ise. regarding the uhject matter of this :\greement shallbe deemed to exist or to bind either of the parties, or to vary an\ of the terms contained in this

Appendix A Jul) 2010 Final

Agreement. other than a sritten change, amendment or modiflcation duly executed by bothparties pursuant to Article 9 of this Appendix A.

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Section 14.03 Headingsheadings are inser ted on ly as a matter of conenience and therefore are not a part of anddo not affect the substance of this Agreement.

Section 14.04 NoticeA. 1 he Contractor and the Department hereby designate the business addressesspecified at the beginning of this Agreement as the p la ce s whe re all notices. directions, or

communications from one such party to the other party shal l be delhered. or to shich they shallbe mailed. Either part y m ay change its notice address at any time by an instrument in sritingexecuted and acknosledged by the par ty making such change and delkered to the other party inthe manner as specified below.

B. Any notice, direction, or communication from either party to the other s ha ll b e insriting an d sh all be deemed to hake been gien when (i) delivered personally; (ii) sent bycertified mail . return receipt requested; (iii) delivered by o\ernight or same day courier service in aproperly addressed envelope with confirmation; or (iv) sent by fax or email and, unless receipt of thefax or e-mail is acknowledged by the recipient by fax or e-mail, deposited in a post of fice boxregularly maintained by the t n it ed S ta te s Pos ta l Service in a properly addressed. postage prepaid enelope.

C. Nothing in thi s Sect ion shall be deemed to sere as a waiver of any requirementsfor the ser ice of notice or process in the institution of an action or proceeding as pros ided byLaxs, including the Ness York Civil Prac tice Law and Rules.

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AFFIRMATION

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The undersigned proposer or bidder affirms and declares that said proposer or bidder is not rnarrears to the City of Ness York upon deb t, con trac t o r t axes and is not a defaulter, as surety orotherwise, upon obligation to the City of New York, and has not been declared not responsible.or disqualified, by any agency of the City of Ness York, nor is there any proceeding pendingrelating to th e responsibility or qualification of the proposer or bidder to receive public contractexceptFull name of Proposer or Bidder [below]

AddressCity State______ Zip Code__________CHECK ONE BOX AND INCLUDE APPROPRiATE NUMBER:

A Individual or Sole ProprietorshipsSOCIAL SECURITY NUMBER

B - Partnership, Joint Venture or other unincorporated organizationEMPLOYER IDENTIFICATION NUMBER

C - CorporationNUMBER

TitleIf a corporation place seal hereMust be signed by an officer or duly authorized representative.* Under the Federal Privacy Act, th e furnishing of Social Security numbers by bidders or

proposers on City contracts is voluntary. Failure to provide a Social Security numberwill no t result in a bidders/proposers disqualification Social Security numbers will beused to identify bidders. proposers or vendors to ensure their compliance with laws. toassist the City in enforcement of laws, as well as to provide the City a means ofidentifying businesses seeking City contracts.

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_-,

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CERTIFICATION BY BROKER[Pursuant to Artic le Seven of Appendix A, ev ery Certiflc.ate of Insurance must beaccom panied by either the following certification by the broker setting forth the following tex t aridrequired information and signatures or complete copies of all poli cies refere nced in the Ce rtificate ofInsurance , In the absence of completed polI cies, binders are acceptablej

CERTIFICATiON BY BROKERThe undersigned insurance broker represen ts to the City of NewCertificate of Insurance is accu rate in all material res pec ts, and that theeffect ive as of the date of this Certif ication .Ai1e.c__hw,veZ4d[Name of broker (typewritten)]-Address of broker (t vritte n)Jigna e of authorized officer of broker]Er 2O,VWE41

[Name of authorized office r (typewrit ten)]----- &/7-[Titl e of authorized officer (typew ritten)](2/i) 3,7o

York tha t t