PARTICIPATING ADDENDUM (PA)

NASPO ValuePoint TEMPORARY EMPLOYMENT AND RELATED SERVICES

Administered by the State of New Mexico MASTER AGREEMENT: CONTRACT PURSUANT TO RFP

SOLICITATION NUMBER 50-000-15-00058

Between 22N1) CENTURY TECHNOLOGIES, INC.

And THE ST ATE OF NEW .JERSEY

This Participating Addendum, together with its exhibits ("Participating Addendum"), is made as of the 8th day of March, 20 l 8, by and between 22•x1 Century Technologies, lnc. ("22°d Century''), whose principal address is 220 Davidson Avenue Suite, Somerset, NJ 08873, and the State of New .Jersey, Department of the Treasury, Division of Purchase and Property ("Division") whose address is 33 West State Street, 8th Floor, P.O. Box 230, Trenton, New Jersey 08625, on behalf of the State of New Jersey and its Cooperative Purchasing participants as hereinafter defined {collectively referred to as the "State").

WHEREAS, pursuant to N.J.S.A. 52:34-6.2 the Director of the Division of Purchase and Property (the "Director") within the Department of the Treasury (the ''Division") "may enter into cooperative purchasing agreements with one or more states for the purchase of goods and services"; and

WHEREAS, the State ofNew Mexico ("Lead State") issued a competitive solicitation for temporary staffing and related services on behalf of itself and other government agencies; and

WHEREAS. after the competitive bid process under Lead State solicitation 50·000-15-00058, the Lead State entered into an agreement with 22rn1 Century titled "Contract Pursuant to solicitation 50-000-15-00058" (together with its exhibits, the "Master Agreement"), which may be found at the following URL: pJ1Q;i/naspovah1~nfil!1t. org/flL<;onJr!:!£t.:di;Ht.iliL8J /tQJ1!fs.t2tPr/;; 12; and

WHEREAS, the Scope of Work of the Master Agreement provides that 22nd Century shall make available certain services, namely the complete portfolio of temporary staffing services available from 2211<1

Century, including administrative staffing {administrative, professional, laborer, technical, trades, etc.), medical staffing and any other staffing services offered by 22"d Century; and

WHEREAS, the Lead State permits other participating governmental entities to participate in the Master Agreement, which is made available to such other governmental entities through NASPO; and

WHEREAS, the State wishes to participate in the Master Agreement and 22nd Century has agreed to the State's Standard Terms and Conditions, attached hereto as Exhibit A and incorporated herein by reference; and

WHEREAS, pricing for all services provided under this Participating Addendum shall be in accordance with the Cost Sheet and the Job Description List, both attached hereto as Exhibit B; and

WHEREAS, under the Rehabilitation Facilities Set Aside Act, N..l.S.A. 30:6-23 et seq., and the implementing regulations set forth in N.J.A.C. 10:99-1. l et seq., certain commodities and services have been set aside for purchase :from approved rehabilitation facilities and the State is required to procure

such q:m11110dities and serYic;·es from the Ccntral°Non~Profit Agenqy,ACGSBS NJ;lnc., CNA°Services (the "CNA''); and

WHER!;;AS, N.J.A,C. 19:99-$.1 prohipits the State from pur.chasing a·pproved set-aside ccnnmodities and services unless granted a formal \vaiver from the CNA~ ai1d

WHE.REASi the CNA has granted the· state a formal \Vaiver with respect to temporary sti:lftlng services, pursuant to which the State may procure such servi.ces under this P.articfp1J.ting A_dqendum, if CNA cannot provid~ acctiptabf e Cf!nd[dates to fill a po!>itioi1 within the North Region of the Stale tifNew Jersey ( comp\·ised of Bergen, Essex,. Huds.011, Morris, Passaic, Somerset, Union, and Warren Counties) within eight (8) business· hours ofreceiving a request .from the State; amt

WHEREAS, the Director has determined that procuring te111porary {lta(fi:ng services u.n.der the ~1lai;ter Agreement is the niost cost-effective· method qfprocurement and· it is in the ~t!;;t interest of the State to enter inio a Pa1ticipating Addendum With .22nd Century to p1•ovide teinporary staffing and relat.ed services to the State under the Masfor Agreernent:arid · · · ·

W~l.ERBAS, the parties seek to -enter into this Participating,Addern;fom to memoriaHze the terins ofthctr contractual relationship; ·

NOW TH EREFOIU;:, foi· good ·and valuable eonsideratibh, the p·arties to thiS Patiicipiitlng Addendum hereby agree aSfollows: · ·

J. I.!:.!:m:: This Participating Addei1dum .shall be,effoct[ve from the lust d(;l.te or signature below through Febrnary l, 2019, unless earlier temiinated. The State resetves the right, in its sq\e tjiscretion, io extend this Participating Addendum pu1'suant to. tmy extension O.fihe Master Agreementunder the same terms aiid conditions as the Master Agi·ecinent-and thi's Participating Acldet1dlim.

2. Scope: AH governmental entities within the S.tate of New Jersey; induding,all state agencies and local public bod1t;s; cpunties, cities; mt1nicipalltie~, pub.lkschools'and institutions of higher eductltlon ("Cooperative. Pnrchasing participants"), .are authorized to purchase services and products under tl-ie tcrrns and conditions of this. Participating Addendum, 22nd Centvry ·shall provlde to the State and itS Cooperative Ptirchasirig participants the services set forth in the Master Agreement at the prh~ing, terms ~md QOnditioliS set forth therein- as amended and supplemented by .the terms and· conditions spGclfii;:aHy set forth in thi.s Padic.;ipat,ing Addendum. No1v.;ithsta11ding the foregoing, Informatiqn Techn:ology Profe$SJonal Services are. qutside.the $COp.e of antj shall. noi be p1·ocured urtdet this Participating Adden.dutrL

-~. The Sfate; s Standard Terms and Conditions: 22nd Century. has read. and agrt:;ed Jo the State's 'Standard Terms and Conditions (attached b~reto .~s Exhibit A) ~ind incoi-porated hffrein by refereilce. Any refe~e~ces to the Partidp~ting Addenc.lu1n hi;;rein si1all be dee.med to· li1clude the State's Standai'd Terms and Conditi<)J\$. ·

4. Changes: a. Section 1;3 Ordering of the Master Agreement No. 50~00015-00058 AA ts hereby revised to

reflect tl1at the StateshaU ma!re alt payments to 22nd Century under the provisions of the New Jersey Prompt Payment f>.d, N.J.S.A. 52:32-32 et gg,_, as stated in paragraph 6.5 offhe .StateJs Stan4ordTerms ::µi.d Conditions: (attached hereto as Exhibit A).

b. Th~ service area for the State :of New Jersey will be divided int9 H1e ·follqwing three zones. ·o) The North Region comprised of flu~. following counties: Bergen, E&S¥ll:, Hudson, Morris;, Passaic, Somerset, SuS5cx, ·u1·1i.on and ·Wai'l'en.

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(2) The Central Region cqmpriS;cd Qf~he fo!lowlng counties: Burlingtqn, Hunterdon; Mercer, Middlesex; and Monmoµth .. (3) The.Sottth Region Comprised of tl1e following counties: Atlantic, .Camden, Cape May, Cumbtirlan<l, Gloucester, Ocean, and Safo1n. · ·

c, 22nd Cenfory fa required to use the. CNA as a sub-contractor in the inanner set forth below;· . (i) Tb~.CNA will be the prirnai·y vendor in the Noitl1 Region arid shall have a

m:iriirm1m of eJght (8) l?usiness hours in or.cier to provide acceptable candidaie.s to fill th¢·position. If ~ight (8) ho:urs expire with9ut the. CNAprovi\ling the requesting using agency(ie:o?) with acceptable candidates., thejob req11est will be opened toal!"par:ticipati11g vei1dors.

(ii) For ii.'1y work that CNA provides to the State in a:i'i)'region of the State (North, Central, or South) CNA is pennitted to .add a: surcharge bf up to 15% at the time of invoicing. fortem,por.ary employees.provi(\ed by.Hie CNA:·'fhiS surcharge will be clearly indivated al thetime of ordering.

5. Primary Agreement Contact:

The primary participating entity·co1itact for this Partidp1tting Addend.um 1s as foflows:

Name: Daniel Dela1iey Title: Contract Administrator PartiCipating Entity ·Niunc~ New Jersey Divisio:n of Pt;trchase and Property,

Departine1it of the Treasury Address: 33 W. State Street, P.O. Box 230. Trenton, NJ 08625-0230 TclcphOne: .(609) 292~9676 ~ax: (609) 292-5170 E..:mail: d.aniel .d9l aney@treas.nj :gov

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The primaryContracLor contact. for this Participating Addendum is as follows:

Niune: Nitisha Kaintlicila Title: Acco.unt Manager- State and Local Contr~ctor: 22nd .Ce1~tury Technologies, lnc~ Address; 22.0 Davidson Avenue, Suite 1 l ~. Somerset, NJ 08873. Telephone: 888~998-7284 Fax: 501-421~3750 E-mail! govt@tscii.com

6. Reports:

Expenditure reports: 22nd Century wi.11 submit biannv11I ~xpenditure report~ covering all purchases made under this Participating.Addendum in a format mutµally agreed to by th~ pattie$.

Thet-eports should be submitted to the follciwil1g address;

t\i suppl i ~rreports@treas.state.tij.us State o!New .lersey Administrator Departmentofthe treas,ury Division of Purchas¢ & Property

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33 Wesf:State Street,.P.O; Box230 Trenton, ·New Jersey 0.8625-0230

7. Contract Number: All invofoes issued for Temporary Staffing and Rel~ted S~rvices und.et this Participating Add~nd11m shall reference tbe.St,ate.'s contract.num~er and the Mast~r Agreen:ient. number. When a State agency is requestfog Temporary Staffing and Re fated Services) the ·State contract number .hrnst be inserted on all invoices and 22nd Century agrees fo fris·er( the State contract m:1i11beron'iheir subsequent irivoice{s).

8. Comp~nsation and Ord<:ring:

·a. Pricing shali not exceed .the cost~ as se.t f9rth in the Cost Sheet and the Job Desc~ipt1on List {both attached hereto.as Exhibit B.); whroh m·ay be amended .from time Hflime.

b. All orders and payments will he issued directly to 22nd Centlfry. c. 22nd Ceritµry shall subrnit itivoiCes upon delivery of prqd11cts anq services, or on a

mon~h !y basis .accqr\fing to its practices.

'9. The State of New Jtir:;ey Mandatory Cettitkatlon Rcquiren1e:i1ts

The frillowing are New Jersey procure'tncht i'equireritents that 22nd Century agr:ees to folfill prior to the Effective Date. Som(! Authorized P'urch~sers 1.nri,y have ~dditionaJ requirements whep placing an order and 22nd Century shall comply with same as necessary.

1. New Jersey Business Registration (N.J.S.A. 52:32-44); 2. Ownership Disclosure (NJ.S.A. 52:25~24;2); · 3. Disclosure of InveStment Activities in Iran (N.J .S.A .. 52:32 ... 55 et seq.) 4. BxecutedMacBridePririciples (N.J.S)._. 52:34-12.2); 5. Completed Confract9r Certification anij Disc1osur~ of Bolitical Contributioils (N.J.S.A.

J9:44A-20: 13 et. s'Cq.); . 6. Dl.sciosure oflnvestigations and Actions lnvolving Bidder 7. Vendor Certification (P.L 2005; c.271 ); 8.. Proof ofinsut'ance as specified herein; · 9, Proof of compliance with New Jersey Affipnative Action requir~ments. (NJ.A.('. .. l 7:21'·.i .1. et.

St)q.): . a. New J<;rsey Form AA~302 Affirmative Action Employee Information Report; or b. New Jetsey Affirmative Action C~rti'ficate; or · · · c. Federal Affirniative Action Approval Letfoi'.

10. Additions to the State -0fNew Jersev Standard Term's and Com.Ii.lions

,;; Compliance With State Laws;.

Lt is agreed and understood that ,any contraets and/oi: orders 1~Iaced m'1det this· Paiiicipating. Addend urn al1d ariy claims .arid a11y and all litigation arisii'lg, there from or related thereto slvill'be goyerned and <;onstrued and the rights and ob1igatiops ofthe paities hereto ~n~ of the Authorized Pµrchasen~ shall be determined inaccqrdancewith the iaws of the St<1te of'Ne-w Jersey, including without limitation, by the New Jersey Tort Cl.aims A~t, N.J.S.A..,, 59:1-1, et. seq,, the New Jersey Contractuai Liabiiity Act, N.J.S.A., 59: 13-J, et seq., and governed by the applicable laws, regulations and r.ules of evidence of the State.ofNew .Jersey \\iithout: referei1ce to coi1f1ict oflaws ptiilciples, and any and all litigation arislil.g therefrbtl.1 or related U1ereto shall be filed in the appropriate Division of the New Jersey Superior' Court Without limiting ~he generality of the forgoing, Contractor .shalf cpmply _'Vith all applicable local 01" m.unicipal ordinances r~g(lrding

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sick leave accrual and compensation.

h. Open Public RetonfsAct..,

All <lotµments and informat1o1i stibmitted by Contractor to the State i.mder this Pat'tfoipating Addet1dum ai·e considered public il1forimition, notwithstat1ding any disclaimers to the ·contrary submitted.by a Contractor, except as may be exempted froni public discl'osure by the New Jersey Open Public Recprds Act, N.J.S.A. 47:1A~I et seq .. and the c.0mm9n Jaw. ·

c. Mai,11tenauce ofl?ec·ords-

The Coi1tractor shall rrfaintain :records for products arid/or services dlrect1y related to sales orders aiid corresponding invoices, including product spedfications at time of shipping, issued in accordance with this PartiCipating Ac!dendtim fot' a period of five (5) years from the date of final payme11t. Such records shail be made avaifatile to the State, including the State of New Jer~ey; Offic~.qf the State Gomptrollt,;r, for auditam:l review.

ti. Organ mitl Ti.'.:'lue Doiziltion,....

As required by NJ.S.A. 52:32-33J> th~ State encourages Contractors tn disseminate informatiqn relative to organ donation and to. 110tify its employees; through info1mation and materials or through an organ ;.md tissue awareness program, of organ donation· options. The information provided to employees should be prepared in collaboration with the organ procurement organizations designated pursuai1t to 42 u~s.c. § l.320b-8 .to serve in this State, ·

e. Ta.x. Exemption-.

The State of New Jersey is exempt from State sale.s .or use taxes and Federal excise taxes. Therefore, price quotations Tnust · 11dt include such taxes, The State's Federal Excise Tax Exerhption number is 22-75-0050K.

U. Miscclhrneous:

a~ 'this Participating Addendum inclu<ling, without !'imitation, the State';; Stan.dani Terms and Conditions, and the Master Agreement, set forth the entire agreement between the. patties and supersede all previous communications; representatio11S or agreement~, whether oral or written, \.vith respect to the st1bjeci matter he1·eof. Terms and conditions inconsistent. with, cqntrary or in addition to the term5' and condltions ofthis Paii:icfpating Add;;ndum including, without limit~tion, the. State's Standard Terms and Conditions, ~nd t.he Master Agreem~nt, shall notl:>e added to or lnebrpota~ed into thls Participating Addendum or the Master Agreement by a1iy stibsequent purchase order or otherwise, and any such attempts to add or incorporate such .terms and conditions.are hereby rejected. The terms and conditions of this P11rticipatirig Addendum· induding, wilbbut !imitati<m, the State;s Standard Terms and Conditfons, aiid the Master Agreernc1!t shall prevail and govern in the case ofany such inconsistent or additional terms. Jn the eve.nt of.any conflict between the tenns of this Partfoipating Addendµm inciuding, without Ht:nitation,, the State's St<J.ndardTerms ~nd Conditions, and the.Master Agreement, the terlns of the. ParticipatingAddendunt i1'1cluding, without limiMior1, the State's Standa.rdTermsond Conditions, shall prevail.

b. Notem1 or provisidn of this Participating Addendrnn shall be deerrie<l waived and no breach exctlsed, imless such waiver or co1Jsent sha.ll fo in writh)g and signed by an

ind!vidl!af aµthorized to SO W~ive or consent. Any consentby either paity to, or W<\iVer of, a breach by the.other whether qx.pressed Qr implh;:d, shall not c.oi1stitute a coi1seilt to, waiver of, or excuse tor> any oth(!r breach or a:\ly suj)seque;nt bre~cf}, except l;lS. nwy b.e· expr~s:!ily provided in the w~ivet· or consent, · · ·

c. This Parlieipating A<ld.endurrt may nod.111: am¢nded or modified ex~<!Pt by written agreement executed by authorized representatives of each party.

d. The docuri1ents below shali ·gpvem the 1i ahili tY of22nd Century and the State for the services and proc:tu.cts bclng provided by 22nq Centqry .iii the followil\g order of precedenct<; ·

i. Thi.s Parti!;ipating Addendµm, ii, The State .of New Jersey Standard Terms and Conditions iii. The Mastei· Ag1~eernent, iv. Purchase order issued mider the Master Agreem~mt. v. New Mexico's RFP .so~oOO-LS-000.58., vn .. :z2n~ Century'i; Resp011s~ to New _Mexfoo 's· RFP 50-QOO-'J 5-00Q58 (as acc.epti;d by the. Lead State). · ·

e. To the ext.ent that the Master Agreeµient (includit'1g ~11 e:r:bibits, 11ttachrnents and documents incorporated by.tefei·ence) contain any provisidns requiring.indet:nniflcaticm by the State;; those provisfo11s are hereby deleted.

f; All publicity and/or public announcements peitaining lo this Participating Addendmi1 shail pe :approved by \he Sta,te prior to release

12. Kxecution of Agreement: The pmties hereto agree that this.Agreeriient may be executed in counterpart, each origirifil signed page to becol\1e part of the original docurnent

[Remainder pfpag~ intentkmally blank. Sigpature page to follow]

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IN WITNE.SS WHEROF, the parties have \!Xecuted this Participatlryg A.ddendum as qfthe .date of execution by · both parties below.

Government Entit)': State of New Jersey Department of Treasury DivisiO:ri of Purchase ;lnd Property

Name.: Ma ric . Griffin

~;:;~: ~I'f/~"btor

APPROVED AS TO FORM: Curbir S- Grewal Attorney Generai of the State of New

Jersey By:

~~f~~~ 11tle: Deputy Attorney Ger.en1]

Date: 3 I t ?:> j t ~

,Contractor: 22nd Century Technologies, Inc.

Name: SandeGp Singh . }']tie: Director Client Relation Date: 3/8/20 l 8

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E hibit

State of New Jersey Standard Terms and Conditions (Rev: 2/16/18)

1. STANDARD TERMS AND CONDITIONS APPLICABLE TO THE CONTRACT Unless the bidder/offeror is specifically instructed otherwise in the Request for Proposals {RFP), the following terms and conditions shall apply to all contracts or purchase agreements made with the State of New Jersey. These terms are in addition to the terms and conditions set forth in the RFP and should be read in conjunction with same unless the RFP specifically indicates otherwise. In the event that the bidder/offerer would like to present terms and conditions that are in conflict with either these terms and conditions or those set forth in the RFP, the bidder/offerer must present those conflicts during the Question and Answer period for the State to consider. Any conflicting terms and conditions that the State is willing to accept will be reflected in an addendum to the RFP. The State's terms and conditions shall prevail over any conflicts set forth in a bidder/offeror's Proposal that were not submitted through the question and answer process and approved by the State. Nothing in these terms and conditions shall prohibit the Director of the Division of Purchase and Property (Director) from amending a contract when the Director determines it is in the best interests of the State.

1.1 CONTRACT TERMS CROSSWALK

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NJSTARTTerm . Equivalent_ Existing Ne~-~~~~ey Term BidfBid Solicitation RFP/Solicitation -----Bid Amendment Addendum --Cha1J9_t?__9rder _ Contract Amendment Master Blanket P_y_rchase Order (B!ankE2t P.O.) Contract

_ Offer and AcceBtance Page --··· -- Signatory Pa~_ -~~·--·

_QuotL __ . ___ Proposal Vendor Bidder/Contractor

-·-~·--, ---

2. STATE LAW REQUIRING MANDATORY COMPLIANCE BY ALL CONTRACTORS The statutes, laws or codes cited herein are available for review at the New Jersey State Library, 185 West State Street, Trenton, New Jersey 08625.

2.1 BUSINESS REGISTRATlON Pursuant to N.J.S.A. 52:32-44, the State is prohibited from entering into a contract with an entity unless the bidder and each subcontractor named in the proposal have a valid Business Registration Certificate on file with the Division of Revenue and Enterprise Services. A subcontractor named in a bid or other proposal shall provide a copy of its business registration to the bidder who shall provide it to the State.

The contractor shall maintain and submit to the State a Hst of subcontractors and their addresses that may be updated from time to time with the prior written consent of the Director during the course of contract performance. The contractor shall submit to the State a complete and accurate list of all subcontractors used and their addresses before final payment is made under the contract.

Pursuant to N.J.S.A. 54:49-4.1, a business organization that fails to provide a copy of a business registration, or that provides false business registration information, shall be liable for a penalty of $25 for each day of violation, not to exceed $50,000 for each business registration copy not properly provided under a contract with a contracting agency.

The contractor and any subcontractor providing goods or performing services under the contract, and each of their affiliates, shall, during the term of the contract, collect and remit to the Director of the Division of Taxation in the Department of the Treasury, the Use Tax due pursuant to the "Sales and Use Tax Act, P.L. 1966, c. 30 (N.J.S.A. 54:328-1 et seg.) on all sales of tangible personal property delivered into the State. Any questions in this regard can be directed to the OiVision of

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Revenue. at (60.9) 292 .. 1730. Form NJ-REG can be filed onllne at http://wV•tN:state.nj;us/treasuryireVenue/busregcert.shtml.

2.2. ANTl·D1§CRIMINATION All parties to any contract with the State agree not ta discriminate in eiTiploymentahd agree to ablde by all anti-discr.imination laws including those contalnep within N.J.S.A 10:2~1 throµgh N~J.S.A. 10:2-4, N.J.S.A 10:5w1 et seq. anq N.J.S.A. 10:5-31. through 10:5.:.3~, and all ruies and regulations !ssued t.hereunder are hereby incorporated by reference, The.agreement to abide by the provisions of N,JS.A. 10:5-3'1 through 10:5-38 include those provisions. indicated .for G0'9ds, Profe$sidnal Service' and Gener~! Service Cohtracts (Exhibit A, attacheo) .and Constructions. Contracts '{Exhibit .8 and Ex.ecutlve Ord~r to1, August 28, 2009, attached) i;:ts appropriate.

The contractor or subcontractor,. where applicEJble, agre~ to comply With .. ;my regulations pror:nulga~ed by the Treasurer pt.1rs1.Janfta N.J.S.A .10:$-:31.etseg,. a.s amendep and supplemented from time to time.

2;3 PREVAIUNG WAG'E ACT The New Jers~y Prevp,iting Wage Act, N.J.S:A. 3'4:·.·11-56.25 et. seq. is. hereby made part of every contract entered into on behalf of the State· of New Jersey througl1, the Division of Putchase ~nd Property, except those cqntraets. Which are n9fwithln the c9ntemplation of the Act. Th~ t?idder's signature on [this: proposalJ is his/hGr gµaranteethat neither he/she· nor any sub.contractors he/she might employ to perform the work covered by [this proposal] has been suspended or debarr'eo i;ly lhe.Commissioner,Department of labor Clnd Workforce Pe.velopment for violation of the provisions of the Prevailing Wage Act 13nd/qr the Public· Work$ Contractor Registration Acts; the bidder's signature on the proposal is also his/her guarantee that he/she arid any subcontractors he/she might employ to perform the work covereq by [this proposal] shall cQmply with the provisidns of the Prevailing Wage,and Public Works Contractor Re:gistration Acts, whe.re required.

2:4 AMERICANS WITH DISABILITIES ACT The contractor must comply with all provisions ofthe Americans with Dfsabilitl~s Act (ADA), P:L 101·<3.3.6, in accordance with 4.2 U.S.C. 12101, etseg.

2,5 MACBRIDE PRINCIPLES The bidder must certify pursu,ant ta N.J.S.A 52:34~1:2.2 that it either has· no ongoing business activities in Northern I reiand and does not maintain a physical presence therein or that it wlll take lawful st~ps ih good faith to conduct any business operations it has in Northern ·1reland i'n accordance with the. MacBride principles: of nondisGrimlnati9n in employment as siet forth ln N,J.S~A. 52:18A:-89 .. 5 and in conformance with the Unlted Kingdom1s Fair Em'ployment (Northern Ireland) Act of 1989, and permit independent monitoring of their compliance with those principles.

2.6 PAY TO PLAY PROHlSITIONS Pursuant to N.J.S.A. 19:44A-20. i3 fil seq. (PL 2005, c. 51), and ·specifically, N,J.S.A. 19:44A-20.21, it shat! be a breach 6f the terms of the contract for the busine.ss entity to:

A. Make or solicit a contribution in violation .of the ·statute;.

B. Knowingly conceal or misrepresent a contribution given or received;

C. Make or solicit conlrrt;>utions· through int~rmediaries for the. purpose of concealing or misrepresenting the source of the contribution; ·

D. Make or soil.cit any contribution on the condition or With the agreement that it WiH be .contrfbuted to a campaign committee or any candidate of holder of the public office of Governor or Ueut$nant G<:»iiernor, or to ariy State qr county party committee;

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E. Engage or employ a lobbyist or consultant with the intent or understanding that such lobbyist or consultant would make or solicit any contribution, which if made or solicited by the business entity itself, would subject that entity to the restrictions of the Legislation;

F. Fund contributions made by third parties, including consultants, attorneys, family members, and employees;

G. Engage in any exchange of contributions to circumvent the intent of the Legislation; or

H. Directly or indirectly through or by any other person or means, do any act which would subject that entity to the restrictions of the Legislation.

2. 7 POLITICAL CONTRIBUTION DISCLOSURE The contractor is advised of its responsibility to file an annual disclosure statement on political contributions with the New Jersey Election Law Enforcement Commission (ELEC}, pursuant to N.J.S.A 19:44A-20.27 (P.L. 2005, c. 271, §3 as amended) if in a calendar year the contractor receives one (1) or more contracts valued at $50,000.00 or more. It is the contractor's responsibility to determine if filing is necessary. Failure to file can result in the imposition of penalties by ELEC. Additional information about this requirement is available from ELEC by calling 1 (888)313~3532 or on the internet at http://www.elec.state.ni.us/.

2.8 STANDARDS PROHIBITING CONFLICTS OF INTEREST The following prohibitions on contractor activities shall appty to all contracts or purchase agreements made with the State of New Jersey, pursuant to Executive Order No. 189 (1988).

No vendor shall pay, offer to pay, or agree to pay, either directly or indirectly, any fee, commission, compensation, gift, gratuity, or other thing of value of any kind to any State officer or employee or special State officer or employee, as defined by N.J.S.A 52:13D-13b. and e., in the Department of the Treasury or any other agency with which such vendor transacts or offers or proposes to transact business, or to any member of the immediate family, as defined by N.J.S.A. 52:13D-13i., of any such officer or employee, or partnership, firm or corporation with which they are employed or associated, or in which such officer or employee has an interest within the meaning of N.J.S.A. 52: 13D-13g;

The solicitation of any fee, commission, compensation, gift, gratuity or other thing of value by any State officer or employee or special State officer or employee from any State vendor shall be reported in writing forthwith by the vendor to the New Jersey Office of the Attorney General and the Executive Commission on Ethical Standards;

No vendor may, directly or indirectly, undertake any private business, commercial or entrepreneurial relationship with, whether or not pursuant to employment, contract or other agreement, express or implied, or sell any interest in such vendor to, any State officer or employee or special State officer or employee having any duties or responsibilities in connection with the purchase, acquisition or sale of any property or services by or to any State agency or any instrumentality thereof, or with any person, firm or entity with which he/she is employed or associated or in which he/she has an interest within the meaning of N.J.S.A. 52:130-139. Any relationships subject to this provision shall be reported in writing forthwith to the Executive Commission on Ethical Standards, which may grant a waiver of this restriction upon application of the State officer or employee or special State officer or employee upon a finding that the present or proposed relationship does not present the potential, actuality or appearance of a conflict of interest;

No vendor shall influence, or attempt to influence or cause to be influenced, any State officer or employee or special State officer or employee in his/her official capacity in any manner which might tend to impair the objectivity or independence of judgment of said officer or employee;

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No vendor shall c;ause or influen~, or attempt to cause or influence, any State offrc~r or employee or special State officer or employee.-to use, or attempt-to uS9, hWher official position to s.ecure · unwarrahted pri\lileges or advantages for the venqor or any other person; arid

The provisions cited above· in paragraphs 2.8a through 2;8e shall not be construed to prohibit a State officer 9r employee or Special State officer . 6r employee frorn receiving gifts· from or contracting w(th vendors unqer the .same terms and conditions <is are offered or made available to ·members of the general public· subject to any guidelines the -Executive Commission on- Ethical :Standards may promulgate under paragraph 3c of Executive Order No. 189.

2J:i · • NOTICE TO ALL CONTRACTORS §ET-OFF FOR STATE TAX NOTICE Pursuantto N.J.S.A. 54.:49-19; effective-January 1, i 996, and notwithstanding any provision of the law to the contrary, whenever any taxpayer .. partnership o·r s corporaUon unqer cont(act to provide goods or ser\/ices or con~tructian· projects to the State of New Jersey or ifs agencies, or instrurnentalitie$, including the legislative and judicial branches of State government, is entitled. to payment for·those goods or services at the same time a taxpayer, partner or shareholder of tbat entity i~ indebted for.any State tax, the Director ofthe Division of Taxation shall seek to. set off that taxpayer's Or. sharehqlde(S share Of the payment dU\7 :the taxp~yer; partnership, or S corporation. The amount set off shall not allow for the deduction or any expenses· or other deductions which might be attributable to the taxpayer, pci.r:tner or shareiholder subject to set"off under this act The Director of the DivisiOn of Ta>;,ation sh;,;l.11 give notice. to the.set:.off .to the taxpayer ano provide an opportunity for a hearing Within 30 days of such notice under the. procedures for protests estal:?!ished t,mder RR 54:A9--18, No requests for conference, protefst, or suhsequ¢nf appeal ta the Tax Gou rt. from any protest under. this section $ha!! St<ilY the eo.llec;tion .ofthe indebtedni?!SS, Interest tha.t may be pay.able by the State, pursuantto P.L. 1987, c.184. {c.52'.32:.:32 et seq.), to the taxpayer shall be stayed. ·

2.10 COMPLIANQf:· LAWS The contractor-must comply with all local, State and Federal laws, rules and regulations ;;lppli¢ab!~ to ~his contract' arid to the goods delivered and/or ?ervice$ performed hereurider.

2.11 COMPLIANCE· STATE_LAWS . It is agreed and understood that any coi;itracts and/or orders placed. as a result of {this proposal} sh.aH be. governed and con$trued and the rights and obligations of the parties hereto shall be determined in aocordance·with the laws, of the State of New Jersey;

2.12 WARRANTY OF NO SOLICITATION ON COMM!SSlO~..QB CONTINGENT FEE.BASIS . . The. contractor warrants that no person or selling agency has been employed or retained to solicit or secure the contract upon an agreement or understanding for a commission, percentage, brokerE:tge or contingent 'fee, except bona fide employ~es or bona fid(::l es~ab!i.shed commercial qr selling agencies. maintain® by the contractor for the purpo.se ofsecuring_ business; If a breach or violation of this section occurs; the State shall have the right to terminate· the contract Withoutnability or in its discretiop to dedu.ct from the c_ontraet price or qonside~ati~n the full ainciunt of such commission, pi;)rcemtage; brok~rage or contingent fee.

3. STATE LAW REQUIRING MANDATORY COMPLIANCE BY CONTRACTORS UNDER CIRCUMSTANCES ·SETf.QRTH lN LAW OR BASED ON THE TYPE Ot_ CONTRACT

3.1 COMPLIANCE ~ CODES The contractor must -comply with NJUCC and the latest NEC70, B.O.C~A Saslc Building cooe, OSHA. and all applicable codes for this requirement. The contractors ha II~ re~pons1bla for securrng and paying all necessary permits, where· applicable.

3,2 PUBLIC WORKS CONTRACTOR REGISTRATION ACT ·The. Ne.w Jersey Public Works ContrMtcr Registration Act requir~s. all contractor$, st,tbcontractor.s and lower tier subcontractor{s) who en_gage in any contract fcir·public work as defined in N.J.S.A.

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34:·11-:56.26 be first registeted with the New Jersey Department of Labor and Workforce Development putsu.anno N.J.S.A. 34:11-56.51. Any questions regarding the registr;;itja~ pn;Jcess ~houldbe dir$ctedto the Olvislon of Wage qnd Hour Compliance at (60$}292~9464.

3.3. PUBLIC WORKS CONTRACT - ADDITlONAL AFFIRMATIVE ACTION REQUIREMENTS N.J.SA 1().:2~-1 requires that during the perfqrmance of thi$ contract the contract.or mustagr~e as follows:·

A In the. hi.ring of persons for the performance of work und~r thl$ contract or any subcontract hereunder, or .for the procurement, manufacture, assernoling or furnishing of any such materials, equipment, supplies or services to be acquired under this contract, no contractor, nor any person acting on behalf .ofsuch·contr~ctor or subcontracfor, shall, by rer;ison of race, creed, color, nati.onal origin, ancestry, matltal stafu$, gender i"denfity or expression, affectfonal or sexual .ori~ntationor sex, );liscriminate against any person who is qualified and available. to perform the work to which the employment relates;~ ·

B. No contractor, s~rbcontractor, nor any person on his/h.er behalf shall, . in ,any mann~r, discriminate. against or intimidate any em.ployeef engaged in the performance of work under ttiis contra.ct or ariy subcontract hereunder, or engaged in the procurement, manufacture, assembling or furnishing of any such material$, equipment, supplles or servic~s to b.e acquired under such contract, on account of race, creed, color, national origin, ancestry, maritql status,_ gender identity or expressioh,.affectional or sexual orientation· or sex;

C.. There. may .be deducted from the amount payable to the contractor by the contracting public agency, under this contract-, a penalty of $50.00 for each person for ea.ch ca.iendar d_ay during which ·?uth person is. dfscriminateq against or intimidated in violation of the provisions of the contract; and

D. This contract may be cahceled or termihated by the contracting pu~Hc agenc;y, and all money due or to become due hereunder may be forfeited, .for any violation of this secti.on of the contract occurring after notice to the contractor from the contracting public .agency of any prior violation .of this section of"the cpiltr~ct.

N ..... ~.S.A. 10;5,..33 and N.J.A.C. ·17:27-3.5 require that during the performance of this contract, the contractor must agree as follows: ·

A. The contractor or subcontractor, where ap,plicable,·will nofdlscriminate against any·employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientatio:n, g~nder identity or expression, disabHityi nation~lity :or sex. Except with respect to affectional or sexual orientation and gender identity or expression, the contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees an:: tr:eated during employrne,nt, without regard to theft i;ige, race, creed, color, national.origin, ancestry, marital st~tus, affectional or :sexua[ orientation, gender identity or expression, disability, nationality or sex; su·ch action ·shall include, but not be limited to the following: employment, upgrading, demotio"n, or transfer; recruitment or rec1ttitment adverti$ing; l~yoff or termination; rates 6f p~y or other forms of compensation; and selection for training, including apprenticeship. The contractor: agrees to pqst ·in conspicuous places; avallable to empioy.ees and applicants for employment, notices to be provided by the contracting . officer setting forth the provisions· of thi$ riondiscrimin<;ltion clause;

B. The contractor or subcontractor, where applicable. will,_in all solicitations or advertisements for employees piaced by or on behalf of the contractor, state that all q·ualified appHcantswill receive considercition for employment wit11out regard to age,. race, creed, colpr, national orjgirt, ancestry,

_..--., marital status, ;:i.ffecUonal or sexual orientation; gender identity or expression, .disability, nationality or sex;

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C. The contractor or slibcontractor where a·ppllcable, will !:Jend to eaqh tabor union or rep~~;:;entative of workers with whiQ.h it has. a collectiv13. b~rgaining agreement or other contract­or understanding, a. notice, to be provided by the age·ncy contracting off[cer, advising the lµbor union· or workers·' representative" of the contractor's commitriient.s underthi$ act and $haU post copies of the notice .in Co.nspicuou$ pl;;:ices available to employees and applicants for e:mploymerit N.J.AC. 17:27-3.7 requires a11 ·cantractors ahd subcontractors, if any,_ to fUrther agree as follows:

1. The cont.rador or subcontractor agrees to make .good faith efforts to meet targeted county .empioyment goals ·established in accordance.with N,J,AQ. 17:27-5.2;

2. The contractor or subcontractor agrees to inform in writing its appropriate recruitment agenciesincluc;fing, but not Hmited to, employment.agencies, placement bureaus, colleges, .urilversitles, and labor unions, that it does not discriminate' an the- pasis of age, ra.ce, ~re·ed, color, national origih, ancestry. marital status, affectional or sexu(;ll orientation, gender identity or expres$ioli, d1sability, nationality or sex.1 and that it will discontinue the use ·of any recruitment a!1ency which. engages.in direct or indirect discrimlnat9ry practice$; ·

3.. The contractor or subcontractor agrees to revise any of Its ta.sting procedures, if necessary, to ~ssure ·that all personnel testing conforms with the principles of job~rel;:ated testing, as established by the statutes and court decisforis of th~ State of Ne:w Jersey arld as esta.blished by applicable Federal Jaw.<;tr'IO applicaqle Federai court decisions; and

4. In conforming with the targeted employment goals, the· contractor or subcontractor agrees to review all procedures relating to. transfer, upgrading, downgrading and layoff t6 ensure that an such actions-.are taken without regard to age, race, creed, color, national origin, ancestry, marital status, affecfional or sexual orientation, gender identity or expression, disability, nationality or se'X, conslstenfw,ith the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable .Federal court decisions.

3.4 BUILDING SERVICE Pursuant to N.J.S.A. 34:11-56.58 et seg .. ,, if"! any contr~ot.fqrbui!dingservic$S, as defined in N.J,S.8 . . 34;1'1-56.59, the employees. of the contractor or subcontractors sha!I be paid prevailing wage for building services rates 1 as defined in f:l.d.S.A. 34:11.56.59. The prevailirm wage shall be ;;idjusted annually during the term of the ccintr~ct.

3.5 THEWORKERAND COMMUNITY RIGHT TO KNOW ACT The provisions of N.J.S.A. 34~5A-.1 et seg. which require the labt:Hng of all container~ of hazardous substances are applic;;tb!e to this contract. Therefore, all .goo.ds offered. for purchase to the State mustbe labeled by the c;ontractor in compliance with the provisions of the stat.Ute.

3.6 SERVICE PERFORMANCE WITHIN U.S. . Under N.J.S.f\, 52:34~1.3~2. all. contracts primarily for services awarded by the Director shall be performed within the United States, except when the Director certifies iii wrlting a ·finding that a required. service cannot be provid~d by ·a contracfor or subcontractor within the United States and the certification is :approved by the S~ate Treasurer. A ~hift to performance of services outside the United States dLiring'the term of the.contra.ct shall be deemed a breach of'contract. If, during the term of the c9!1tract, the contractor or sµbcontrf;lctor, proceeds to shift'the performance of any of the servicei.; OL!tside the United States, th~ contractor shall be deemed fo be· in breach of its contract, which contract shall be subject to termination for cause. pursuant to Section 5.7(b) (1) of the Standard- Terms and Conditions .. unles.s previously approved by the Director and the Treasurer.

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3. 7 BUY AMERICAN Pursuant to N.J.S.A. 52:32-1, if manufactured items or farm products will be provided under this contract to be used in a public work, they shall be manufactured or produced in the United States and the contractor shall be required to so certify.

4. INDEMNIFICATION ANO INSURANCE

4.1 INDEMNIFICATION The contractor's liability to the State and its employees in third party suits shall be as follows:

A. Indemnification for Third Party Claims - The contractor shall assume all risk of and responsibility for, and agrees to indemnify, defend, and save harmless the State of New Jersey and its employees from and against any and all claims, demands, suits, actions, recoveries, judgments and costs and expenses in connection therewith which shall arise from or result directly or indirectly from the work and/or materials supplied under this contract, including liability of any nature or kind for or on account of the use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in the performance of this contract;

B. The contractor's indemnification and liability under subsection (a) is not limited by, but is in addition to the insurance obligations contained in Section 4.2 of these Terms and Conditions; and

C. In the event of a patent and copyright claim or suit, the contractor, at its option, may: (i) procure for the State of New Jersey the legal right to continue the use of the product; (2) replace or modify the product to provide a non-infringing product that is the functional equivalent; or (3) refund the purchase price less a reasonable allowance for use that is agreed to by both parties.

4.2 INSURANCE The contractor shall secure and maintain in force for the term of the contract insurance as provided herein. AU required insurance shall be provided by insurance companies with an A- VIII or better rating by A.M. Best & Company. All policies must be endorsed to provide 60 days' written notice of cancellation or material change to the State of New Jersey at the address shown below. The contractor shall provide the State with current certificates of insurance for all coverages and renewals thereof. Renewal certificates shall be provided within 30 days of the expiration of the insurance. The contractor shall not begin to provide services or goods to the State until evidence of the required insurance is provided. The certificates of insurance shall indicate the contract number or purchase order number and title of the contract in the Description of Operations box and shall list the State of New Jersey, Department of the Treasury, Division of Purchase & Property, Contract Compliance & Audit Unit, P.O. Box 236, Trenton, New Jersey 08625 in the Certificate Holder box. The certificates and any notice of cancelation shall be emailed to the State at:

ccau .certificate@treas. nj .gov

The insurance to be provided by the contractor shall be as follows:

A. Occurrence Form Comprehensive General Liability Insurance or its equivalent: The minimum limit of liability shall be $1,000,000 per occurrence as a combined single limit for bodily injury and property damage. The above required Comprehensive General Liability Insurance policy or its equivalent shall name the State, its officers, and employees as "Additional Insureds" and include the blanket additional insured endorsement or its equivalent. The coverage to be provided under these policies shall be at least as broad as that provided by the standard basic, unamended, and unendorsed Comprehensive General Liability Insurance occurrence coverage forms or its equivalent currently in use in the State

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of New Jersey, whic.h.·sh.aH not .be circumscribed .by any ~ndorsement limiting the breadth of coverage;

B. Automobile.· Liability insurance· which shall be written tp cover any automobili;; used by the .. . insured. Limits of liability for bodily injury and property damage shall not be less than $1,0Q0,000 per occurrence as a combined .single limit. The State must be .named as ·ah "Additional Insured" .and a blahkatadditioha! ih;su.red endorsement or its ~quivaJent must be provided when the services being procured involve. vehicle use on th.e State's behaif or on State controlled property;

C. Worker's Compensation.l~si:ir.ance applic~ple to the laws ofthe State. of New Jersey arid Employers Liability lm~l.lrance Witt'l limits not less than:

1. $1';000,000 BQDlLY INJURY, EACH OCCl)RRENCE; 2. $1;000,000 DISEASE EACH EMPLOYEE; and 3. $1,000\000 D.ISEASE.AGOREGAT~ LIMiT.

A Thi$ $1,000,000 amount may have been raised by the RFP when d~emed necessary by the Director; and ·

8. In the case of a contract entered into pun~uarit to N.J.S.A. 52:32~1'7 et seq., (small ousiness i;iet asides)'the minimum amount of insurance coverage in subsections a., b., ;:inq c. a.bove may have been lowered in the RFP for certain commodities when deemed in the best interests ofthe State by the Direc;tor.

5. TERMS GOVERNING ALL CONTRj\CTS

.5.1 CONJ_AACTORIS !NDEPENDENTCONTRACTOR . The coritr<'!ctors status shaH bE: that of any Independent contractor and not as <{ln.employee of the State.

s:2 CONTRACT AMOUNT. The estimated amountonhe oontract{s),·when stated on the RFP form, shall ·not be cqhstr(!ed as eltherthe maximum or minimum amount which the State shall be obliged to prder as the .result of the RFP or ciny contract ~ntered into as a re13ult of the RFP .

. 5.3 CONTRACT TERM AND EXTENSION OPTION ·1f, in the' opinion of the Director, it is in the .best interest of the S~ate .tq extend· a contract, the Qontn~ctO'r shC;lrl bi;; s.o notified of the Director's· Intent at ieast 30 days .. pribr to the expiration date of the existing contract The contractor shaH have 15 calendar days to· respond to the Dlrector1s request to extend the term and period of perforrnance oflhe contract. lfthe contractor agrees to the extension, all terms and conditions including pricing of the original contract shali apply unless more favorable terms for the State .have been negotiated.

5.4 STATE'S OPTION TO REDL!C_ESCOPE OFY/ORK The, State has the optiqn, in its. sole: discretion, to reduce the scope of work for any deliver.able, task orsubtaskcalled.for under this contract lnsucn an event, the Director shal,lprovide to the ~ontractor adv a nee written notice of tbe d')ange Jn -scope of work ancl what the Diractor believes should be the corresponding adjusted contra.ct prlee. Within five (5). business days of receipt of such written notice, if er.ther i$ applicabl,e:

A. if the contrai;;tor does not agree with the Director's proposed adjusted contract price, the contractor sha,11 supmino tht? Dlreclor any additiona! information that the contractor believes impacts the adjusted contract price with a requestthat the Dir~ctor recoqslde.r the proposed adjusted contract price. The parties shall. negotiate the adjusted .contr13¢t price. If the parties are un,.able to ~gre~ on an adjusted contract price, the Director shall make a prompt decision

!3

taking all such information into account, and shall notify the· contractor of the fin~r adjusted contract price; and ·

B. If the contractor has undertaken any work effort toward a·deliverable, task or subtask that rs .bein9_ change(:! or ·eliminated..such that it wquld not be compensated under the adjusted contract, the coritractor shall be. compensated for such work effort according to the applicable portions ofits price -schedule and the contractor shall submit to the Director an itemization of the work effort alreatjy completed .by deliv~rable, tas.k or subtask within the scope of work, -and any <:!dditionc;ll information the Oiret;:tor may ·request. The Director shaU make a prompt decisipn taking all such information into account, and shall notify the contractor of the compensation fo be paid for such wdrk effort.

5.5 CHANGE IN LAW Whenever a. change in ~pplicable law or regulation affects the scope of work,· the Director shall provide wrltten notice to the contractor of the· change arid the Directq.r's· determination as to the por'respO:nding adju$t~q change in the stop13 of work. and corresponding adjusted contract price. Within five (5} busihess:tjays ofrecefpt of such written notice, if either is applicable:·

A If the. ¢ontractor does not agree with th$ adjusted contrac~ price, the cohfracfor shall submit to. the Director any additional information that·tha contractor belleves impacts the adjusted contract price with a request that the. Director reconsider the adjusted contract price. The Direc;tor shall make a ptompt decision taking .al! sw;:h information into account, and shZ1!i notify the .contractor of.the final ~djusted contract pric~; and

B, If the contractor has undertaken any work effort towarc:J a deliverable, task or subtask that i~ being changed or eliminated such that It would. not ·be compensated under the. adjusteo contract the contractor shall be compensated for such \vork effort according fo the applicable portions of its price schedQ!e and the contrabtor shall submi~ to the Director ati itemrzation of the work; effort ~!"ready completed by d~liverable, "task or.suptask within the scppe pr work, and any ad.ditlonal information the Director may request The Dfrector shall make a prompt decision taking all such information ·into accot.mt, and sqall notify the contractor oHhe compensaJion fo be paid for such work effort,

5.6 SUSPEN§lb_N OF WORK The: State may, for valid reason, issue a stop order c.lirecting the Gontractor to suspepd. Work under the contract for a specific time. The contreic~o.r shall be paid for goods ordered, goods delivered, or servfoe;s requested and performed until the effective date of the stop ordec The contractor shali resume. work upon the date specified in the stop. order, or upon· such other" date sis the State. Contract Manager rnay thereafter direct in writing. The period of suspension shall be deemed added to the contractor's approved schedule of performance. The Director shall make an equitable adjustment, if any rs required, to the contract price. The contractor shall provlde wha.tever information that Director ma:y require r~lated to the equltable adjustm~nt.

5.1 iERMINATlON OF CONTRACT A For Convenience:.

Notwithstanciing any provision pr language in this i::ontract to the contrary,. th~ Director.may termfna,te this contract at any time, in whole or in part for the convenience ofthe State, upon no less than 30 days written notice to the contractor;

B. For Cause: 1.. Where a contractor fails to perform or complywith a contract or a portion thereof, and/or

fails to comply with the complaints procedur1;1 in N.J.A.G. 17:12~4.2 et seq., the Direct9r niay terminate the contract, in y.rhole orin p~rt, tJpon ten (10) d~ys' notice ta the c.ontractor with an opportunity to rt;ispond; and

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2. Where 1n the ·reasonable opinion of the Director; a contractor continues to perform ·~ contract poorly c:;s dEimon,stri3ted by e'.g., forn1al complaints, late delivery, poor performance of serv\ce1 short.:.shipping, so that the Oire.ctor fa; required to use the complaints procedure in N.J.A.C; 17:12-42 et ~§.9.:., and there has tieen a fallure. on the part of the contractor to rnake prog"ress· towards am:elitjr~ting .the fi:;sue(s) or problem(s) s.et forth irt the c,:omplaint, the Director may terminate the contract, in whole or ih part, upon ten (10) oay$' notice to the contractor with an opportunity to respond.

C~ In. cases of emergency the Director may ~hor1;en the time periods of notification arid may dispense with an opportunity to respond; and

D. ln the event ofterrriination under this section; the contractor shall be ~ompensated for work performed in acc;.ordancewith the. contract, up to the date ofterminatkm. Such compensation may·be.subject to. Eidjustments.

5,8 SUBCONTRACTING OR ASSIGNMENT A. Subcootracting: The--coritractor may· not subcontract other than .as identified in the

contractor's proposal without the prior written consent of the Director. Such consenti if granted in part, shall not reliev:e the c.cintiador of any of his/h~r rt:isporisibiHties 4nder the contract, nor shall it create privity of contract between the State and any subcontractor. !f the contractor uses a subcontractor to fulfill.any of its obligatior'ls, the contractor sha.11 be responsible for 'the subcontractor's: (a) performanqe; (b) compliahc~ with all of the. terms and cqnditions' of the .contract; and (c) compllance with the requirements of all applicable laws; and ·

R Assignment The contractor :ntay not assign its re~ponsibillties under the contract.Jn whole or in .part, without the prior written consent of the Director;

5.9 NO CONTRACTUAL RELATIONSHIP BETWEEN.SUBCONTRACTORS AND STATE Nothing containecfin any of the contract documents, Including the RFP and vendor's: bid or proposal shall be construed as creating any contractual relationship between any subcontractor and·the State. ·

5.10 MERGERS. ACQUiSIT!ONS· If, during:the. term of this contrcict, the contractor shall merge wjth or be acquired by another firrn, the confractor shall give notice. to the Diredor as. soon as practicable. :and in no event longer than 3d ctays after :::;aid merger or acquisition, The contractor·.shall provide such documents as may be· requested by the Director; which may ihdude· but ·need not be limited to the fo!lo\.v1ng: corporate resolµtions ·prepared by the awarded pontractor' and new entity :ratifying acceptance .oft.he original contract, terms, conditi'ons and prices; updated jnformatlon· including ownership dis.closure and Federal Employer Identification Number; The documents must be submJtted Within 30 days of the request Failurerto do so may fesi,J!tin termination of the contract for cause,

lf, at any time during the term .ofthe contract, the contractor's partnership, limited liability company, limited liabiiity· partnership, professional corporation, .or gorpor~tion shaft dissolve, the Director must be so notified, All responsible parties ofthe dissolved business entity 1w.ist spbmit to the Directcir in writing, the names of the parties proposed to perform the. contract, and the names of the partiesfo whom payment should be made. No payment shall be .made until all parties to the dJsso!ved business entity submit the reql,lired documents to the rnrector. .

5, 11 PERFORMANCE GUARANTEE OF CONTRACTOR The contractor hereby certifies that: ·

a. The equipment offered fs standard new equipment and ls th.e manufacturer's latest model in productjon, with p~rts regularly used fqrthe type of equipment offered; that such parts are all in production and not likely to be discontinued; .and that no attachment oq>art has been. substituted or applied contrary to manufacturer's recomrneritjationl;? an<:! standard practice;

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b. All equipm~nt ~upplied to the State and operated by electrical 9urrent is UL .listed where applic~ble;

c. All new machines are to be guaranteed as fully op~rational for the pedod. stated in the contract from time of written.acceptance by the State. The contractor shall render prompt service without charge, regardless of geographic location;

d. SLifticient quantitieS! of part::r necess(;lry for proper service: to _equfpm~nt shall be malnt~ined at distribution points and $ervice headquarters;

e; Trained mechanics are regularly employed to make necessary repairs. to equipment in the territory from which the service request mlght em13oat~ within a. 48-hour period or within the time·accepted ~s industry practice;

f. Dµring the wam~mty. period the contre!ctor shall repl~qe immediately any material which is rejected for failure to meet tbe requirements of the contract; and

g. All services rendered to the State sh;:ill be performed Jn strict and full accord<;tnce with the ·speeifications stated in the contract. The contract shall not be considered complete until final approval by the State's usihg agency is rendered.

5.12 OEUVERY REQUIREMENTS A. Deliveries shall be made at such time and in such quantities as ordered Jn strict accOrdance

with conditions contained i_n the contract;

B. The contractor sh.all be responsible for the delivery of material in first class condition to the State's using agency or the purchasE;'lr under this contract and in accordqnce with good commerci_al pr~ctice;

C. Items delivered must be strictly in accdrdam;e wi.th the cor1tract; and

D. !n the event delivery of goods or services is not made within the number of days stipulated or under the schedule defined fn the contract, the using agency shall be au.thorized to obtain the material or service from any available source, the, difference in price, if ·any, to be paid by the contractor, · ·

5.13 APPLICABLE LAW AND JURISDICTION This contract al1d any <:ahd all. litigation arising therefrom or related th.ereto shall-be. governed by the applicable-laws, regulations and rutes of evidence ot the State of New Jersey without.reference to conflict of laws principles and shall be filed in the appropriate Division of the New_Jer?ey Superior Court. · ·

5J4 CONTRACT AMENDMENT Except as provided herein, the contract mc:iy only be amended py written i;igreement of the State ?Inc;! the confractor.

5.15 MAINTENANCE OF RECORDS The contractor shall maintain records for produds and/or services delivered i:tgainst the contract for a period of fiv~ (5) years from the date offin~l payment unless otherwise S:pecified in the R.FP. Such records shall be made available to the State; including.the Comptr0Her1 for audit and review.

5.16 ASSIGNMENT OF ANTITRUST CLAIM{S) The contractor recogn{ze:;; that in actuat economic practice,. overcharges resulting from antitrust violations are in fact usually· borne by the ultimate purchaser. Therefore, and as consideration for executing this contract, the conftactor, acting herein by and through its duly authorized agent~

11

.hereby conveys, sei·1s1 assigns, and transfers to the State of New-Jersey, for it$elf and on behalf of ·its political subdivisions and public agenpies, all right, title ~lid interest to (;lil claims and «:rauses of action it may now or hereafter acquire unde.r the antitrust Jaws of tha Un~ed States orthe State of :New Jersey, relating to the particular goods and .services purchased or acquired by the State of New Jersey or ariy ·of its. political .subqiv!sions or public agendies pu_rswant to this contract'. In co_nriecUon with this as~ignmeot, the. following are th? e.xpress obligations of the contractor:

A. It shall take no action that wm in any way diminish the value of' the right$ convey~d or asslgned hereunder;

B. · It shall advise the Attorney General of New Jersey:

1. ln advance· ot'its intention to dommence any actlon on its owh behalf regarding any Sl!Ch claim or cause(s) of action; and

2. Immediately upon becomlng avjare of the:fact th~t an ·a_ction has b~en commenced. on its behalf by some other person(s) of the pendency of such action.

C. lt shall notify the d~fendantsjh any antitrust suit of the within assignment at thE;i earliest practicable opportunity after the contractor has initiated an .action on its own behalf or becomes aware that such an action has been filed on its behalf by another person. A copy of such notice snail b.e.seht to t.h!'I Attorney General' of New JEl'rse.y; and. ·

D. It is understqotj and agreed that in the ~vent <;iny paym_e_nt under any such clafm or cause of action is made ta the contractor, it shall prompt)y pay over to the State of New Jersey the :allotted share thereof, if any, assigned to the State hereunder:

6. TERMS RELATING TO PRICE. AND PAYMENT

6.1 PRICE FLUCTUAT!ON DURING CONTRACT Unless otherwise agreed to in wrft!ng by the. State, all prices quoted shall be firm through issuance of contract orpurchase order and shall notbe subject to Increase during the period of the contract. !n the event or a manufactu.rer's or tontr~cfor's price d.ecrease during the contract period, t.he State shall receive the full benefit of such price reduction on any undelivered purchase order and on. any subsequent order placed during the.contract period. The Director must be notified, iri writing, of any price reduction within five (5) days of tile effective d~te. Failure to report price reductions may ·result in C;:lnce!latlon . of contract for cause, pursuant to provision 5.7(b)1.

6.2 TAXCHARGES . The Stat~. qf New Jersey is ~xempt fr9m State sales or· use taxes and Federal excise taxes. Therefore, price quotations must hot i'nclude. such taxes. The Stiate's Federal Excise Tax Exemptiph number is 22-75.,.Q050K~

5,3 PAYMENT TO VENDORS a. The using agency(ie$) is (are) awthorized 'to order arid 'th¢ contractor is aufhoriz~d to ship

only those items covered bythe contract resl.ll'ting·from the RFP .. tf a review of orders placed by the using agency(ies) r.;:veals th.at goods and/or services other· than that covered by the contract have been ordered and delivered, such dellvery shall be a violation of the terms.of the contract and may be considered by the Oirector as. a ba_s.is to terminate the contract and/or not award the. contractor a $Ubsequent cantraGt ·The Director may 'take such steps as are necessary to have the items returned by the agency, regardless of the time between the date of delivery and discovery of the violation. In such even.t. the contractor shall reimburse the State the full purch~s~ ptioe; . .

b. The contractor must submit invoices to the using a~ency with supporting documentation evidencing that Work or g·oOds for Which payment i.s sought has be13n satisfactorily

12

completed or delivered. For commodity contracts, the invoice, together with the original Bill of Lading, express receipt and other related papers must be sent to the State Contract Manager or using agency on the date of each delivery. For contracts featuring services, invoices must reference the tasks or subtasks detailed in the Scope of Work section of the RFP and must be in strict accordance with the firm. fixed prices submitted for each task or subtask on the RFP pricing sheets. When applicable, invoices should reference the appropriate RFP price sheet line number from the contractor's bid proposal. All invoices must be approved by the State Contract Manager or using agency before payment will be authorized;

c. In all time and materials contracts, the State Contract Manager or designee shall monitor and approve the hours of work and the work accomplished by contractor and shall document both the work and the approval. Payment shall not be made without such documentation. A form of timekeeping record that should be adapted as appropriate for the Scope of Work being performed can be found at ~.:...!)j.gov/treasury/purchase/formsNendor Timesheet.xls; and

d. The contractor shall provide, on a monthly and cumulative basis, a breakdown in accordance with the budget submitted, of all monies paid to any small business, minority or woman-owned subcontractor(s). This breakdown shall be sent to the Chief of Operations, Division of Revenue, P.O. Box 628, Trenton, NJ 08646.

$L4 OPTIONAL PAYMENT METHOD: P·CARD The State offers contractors the opportunity to be paid through the MasterCard procurement card (p-card). A contractor's acceptance and a State agency's use of the p-card are optional. P-card transactions do not require the submission of a contractor invoice; purchasing transactions using the p-card will usually result in payment to a contractor in three (3) days. A contractor should take note that there will be a transaction-processing fee for each p-card transaction. To participate, a contractor must be capable of accepting the MasterCard. Additional information can be obtained from banks or merchant service companies.

6.5 NEW JERSEY PROMPT PAYMENT ACT The New Jersey Prompt Payment Act, N.J.S.A. 52:32-32 et seq., requires state agencies to pay for goods and services within 60 days of the agency's receipt of a properly executed State Payment Voucher or within 60 days of receipt and acceptance of goods and services, whichever is later. Properly executed performance security, when required, must be received by the State prior to processing any payments for goods and services accepted by state agencies. Interest will be paid on delinquent accounts at a rate established by the State Treasurer. Interest shaH not be paid until it exceeds $5.00 per properly executed invoice.

Cash discounts and other payment terms included as part of the original agreement are not affected by the Prompt Payment Act.

6.6 AVAILABILITY OF FUND~ The State's obligation to make payment under this contract is contingent upon the availability of appropriated funds and receipt of revenues from which payment for contract purposes can be made. No legal liability on the part of the State for payment of any money shall arise unless and until funds are appropriated each fiscal year to the using agency by the State legislature and made available through receipt of revenue.

7. TERMS RELATING TO ALL CONTRACTS FUNDED, IN WHOLE OR IN PART, BY FEDERAL FUNDS The provisions set forth in this Section 7 of the Standard Terms and Conditions apply to all contracts funded, in whole or in part, by Federal funds as required by 2 CFR 200.317.

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l.1 PROCUREMENT OF RECOVERED MATERIALS To the exteht ·that the· scope ·of work· or specifications in the con.tract requires the contractor to provide any bf t_he foHovylng items, this .SectirSn 7.1 .ofthe Standa~t;I Terms· and Conditions moqlfi~$ the terms of the scope of work or $pecifica0on,

Pursua;nt to 4 CFR 200.322, the confrqctor must comply With section 6002 of the Solid Waste Disposal Act, as ·amended bythe R~source Con~ervation and Recovery Act, 42 U.S.G. :§ 696.2. The requirements of Section 6002 include procuring only items designated in .guidelines of the Environmental Protection Agency (EPA) a_t 40 CFR Part 247 that contain the highest perceht~ge of .recovered rri?teria!s pr.actiC?PIJ::. consistent with maintc:lining a satisfactory l~_vel of cpmpetltion, where the. purcn;;ise price of the item exceeds $ 10,000 or the value of the quantity acquired during the pre·ceding fiscal year exceeded ~ 10,oob; procuring solid w·aste management services' in. a manner t.hat maximize$ energy and resource rec.bvery; and establishing an affirmative procuremept program for procurement of recover~d mat~rials. identified Jn.the EPA guideiines.

A .. Designated items are those set forth in 40 CFR 247. subpart B,. as m~Y be.ameMedfrorri time tb time, including:·

1. Paper an<;l paper products !Jsted ·In 40 CFR.-247.10; 2. Certain vehlcular products as listed in 40 CFR 247.11; 3. Certain .com~truction produc~s listed.in 40 C.F.R. 247.12; 4. Certain transportation products listed 1n 4.0 C .. F.R 247.13.; 5. Certain park and recreatloh products, AO. C.F.R 247 .. 14; 6. Certain landscaping prod1.1cts llsted.in40 G.F.R 241.15; 7. Certain non~paperoffice products listed in 40 C.F.R. 2.47..16; and 8. Other miscella11eous products listed in 40 C.F.R. .247.17.

B._ As define.d i_n 40 C.FR 247.3 .. "recovered m;;iterial" means; 1. waste materials and byproducts which have, been recovered or diverted from

solid waste·, but such term does not inctude. those materials anq byproducts generated from, and commoniy .reused within, an originai manufacturing process; and ·

2. for purposes of purchasing pa:per·~md paper products, means waste material _ahd byproduots that have been·recovered or diverted from solid waste, but s.uch term does not include those materials and byproducts generated from, and commonlY. reused within, an.ori_ginal.manufacturing process .. !n the case ofpaper"and paper products, the.term recovered·m(lteriafs includes:

a. Postconsumar materials such as M~ L Paper, paperboard, -~nd fibrous. wastes from retail stores, office.

l::luildings, homes, and so forth, after they ha.ve pass~d throµgh .their end-usage· as a consumer iti;;m, including: used corrugated boxes; old newspapers; old magazines; mixed waste paper.; tabulating cards; and used cordage; and ·

ii. All pap<:;t paperboard, ·and fibrous wastes that entei:- anc;l are collected from muntcipal solfd waste, and

b. Manufacturing, forest residues, and· other wastes such as --L pry paper and papert;ioard w~ste generated after .completion of th~

papermal\fhg prqcess (that is, tho~e manufacturing operations up .to and including the cutting and trimming ofthe paper machine reel ·in smal!er rolls of rough sheets) lncluding:. e_nvelope. cuttings, bindery trimmings, and other paper <itild p;:iperl:Joard waste, re.sL1lting frqm printing, cutting, forming; and.oth~r .. converting operf1tions; bag, box, and carton manufacturing wastes; and butt rolls; mlll wrappers; and rejected \.m·used stock; and · ·

ii. Finished paper and pape,rboard from ol?t?olete inventories of pap~r and paperboard manufacturers, merchants; wholesalers, dealers, printers; converters, or others;

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iii. Fibrous byproducts of harvesting, manufacturf ng, extractive,. or wood­cutting process!;!ls, flax; stn.~w, linter.s, bagasse, slash, and other forest -residues;

iv. ·wastes generated by the conversion iJf good$ made from fibrous material (that is, waste rop~ from cordage manufacture, textile mill waste, and cuttings};: and

v. Fibers recovered from waste water which otherwise would enter the wast~ stre13m~

C. For contracts in an amount greater than·$ 100,000, at the beginning of each contract year1 contractor shall provide the StE1te estimates of the total percentage of recovered m!ilterlal utilized in ·the performance of its contraqt Jor each of the categories listed is subsec.tion (A). For .all contracts subjectto this Section'7.1 of the Standard Terms and Conditions, at" the conblusion of each contract year·, contractor shall certify to the State the minirnqm recovered materjal content act1,.1ally uhlizt?d hth$ prior-contract year.

7 .2 EQUAL EMPLOYMENT OPPORTUNiTY Except as otherwise provided under 41 CFR Part 60, alt contrads that m~et the definiUon qf "federally ·assis~ed c9nstruction contract11 in 41 CFR Part 60-1.3 mustinclude the·equar opportunity clause provided under 41. CFR .60-1.4(b), in accordance with Executive Order 11246; "Equal Employment Opportunity" {30 FR 12319, 12935, .3 C:F.R Part, 1964-1965 Comp., p, 339), a!_; a.h1endeq by Executive Order 1137·5, "Amending Execut.ive Order 11246. Relating to Equal Employment Opportunity;w and implementing regulations at 41 CFR part 601 ,;Office of Federal Contract Compliance·Programs 1 Equal Employrnent Opportunity, Depart.ment of L~bor."

Puring the performance of this. contract, the. contractor agrees as follows:

(1} The contractor will not discriminate against any employee. or applicant for employment because ofrace, color, religion, sex, sexual orientation, gender identi~y, or national origin. The contractor will take affirmative aqtion to ens.ure that applicants are employeo, and that employe·es are treated during employment without regard to their race, i:;:olor, religion, sex, sexual orientation, gender identity, or hationa!.origin. Such action shall includt:i, but not be limited to· the following: · ·

Employment, upgrading, demotion, or transfer; recruitm~nt or recruit.ment advertising; layoff or termination; rates of pay or .other forms of compensation; and seleGtion 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 provisHms.of this honolscrlminatlon clause.

(2) The contractor will, ir'l all solicitations or 9dvertisements for employees. placed by or .o.ri · behalf of the contractpr, state that all qualified app!ic;;ants will n~ceive consid$ration for

emplpyment 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 againstany employee or applicant for employmt?nt because such employee at applicant has inquired about •. discussed, or disclosed the compensatrori of the employe$" or applicant or another employee or applicant. This provision shall not apply to .instance.s 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 tht';l .comperisa~ion of such other employees or applicants to individuals who.do not o_th{;rwise have access to. such information, unless such dlsclo.sure is.in response to a formal complaint or charge, ih furtherance of an Investigation, proceeding, hearing, or action, including.an investigation Goliducted by the employer, oris conslstentwith the: contractor's legal duty \o furnish inform<;ition.

(4) The contractor will send to each labor union or representative of workers with which he/she has. a qol!ective bargaining agree.ment· or other contract or understanding1 a notice to be provid~d .advisfng th~ said labor union or workersi: representatives of the. contractor's

15

con;mitments under this se_ction, and shall post copies of the notice in conspicuou!':\ places ava1lab!El to employees and app!icant~Hor employment.

(5) The contractor wm comply with all provisions of Executive. Order 11246 of Septembi3r 24, 1965, and of the rules, r.egulati9ns, and relevant orders of the Se.cretary of Labor..

(6) The contractor will furnish all information arid rep·orts required by Executive Order 11246 of . September 24, '1965, and.by rules, regulati.ons, and orders: ofthe Secretary' of .Labor, or

pursuant thereto, and wHI permit access· t9 his/her books, record~, and .accounts by th.e administering agency and th.e Secretary of Laborfor purposes of investigation to ascertain compliance with such rules; regulations, and. ordets. ··

(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 o!'.d.ers, this contract rnay be c;;mceled,

terminated, or s·uspended in whole. or in part and theponiractor may be declared ineiigible for further Gov~rnment contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order i 1246 of Septembi:;r '24,, 1965, and such othef sanctions may be imposed ~nd remedies tnvoked as provided in E;xecutive On:;ler 1124$ of .September 24~ 1965, or by rule, regulation, or order of the Secretary of Labor, or. as otherwise provide~ by law. ·

(8) The contractor w·il! include the port!On of the· sentence immediately preceding paragraph (1) and the provisions ·of paragraphs (i) through (8.) In every subcontract or purcha$e order unless exempted by rul~s, .regulations, or orders 9f th~. Secretary .of Labor issued pursµant to section 204 of Executive Order 11246 of September 24 1 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor Wlll take such action with respectto any s.uocontracf or·purchase ord.er as. the administering .agency may direct as a means of enforcing suc;;h provisions, including sanctions for noncomplianc.e:

Provided, however, that in the event a contractor b$comes involved in, or is threatened with, litigation with a subcontractor or· vendor as a result of· such direction by the ad.ministering agen~y, tM contractor tnay requ~st the United States to etiter· I ntq such litigatiq·n to protect the interests:ofthe Unfted States.

The applicant furth.er agrees that it witl be .bound l:)y the apove equal qppeirtt.mity clause with respect ·to its own employment practices when it participates In federally ·assisted con.struction work: Provided; That if the applicant so. participating ls a State or local government, the ~bove equal opportl.(nity Clause 'ls not applicable fo any agency, instrumentality or s1,1bdivi.sion of such· government which does. not-participate in work on or under the contract.

The applicant agrees that it wm assist and cooperate actively with· the administering agency and the Secretary of ·Labor fn obtaining the compliance, of contractors and subcqntra.cto~swith the equal opp_drfunityi;lause and'the n:iles .• regul.ations, and relevant orders of.the Secretary of Labor, that it will turnish ·the ·administering agency .and the Secretary of Labor such information as they may require for the supervision of su.ch compliance, and· that it will oth~rwise ass.ist thl3':'3\:lministering agency in the .discharge of the. agency's primary responsibility for securing compU~nce,

The applicant fortner agrees that it \,<\fill. refrain from entering into any .contract or contract modification su.bjecho Executive Order 11246 qf Septemb~r 24, 19951 with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant tq the Exi:::cutive OrdE!r and Will carry out such- sancti'ons .and penalti~s for violation of the. equal oppori:unity clause as may be Imposed upon contractors and subcontractors by the administering agency or the Secretary of Labotpursuarit to Part If, Subpart D of the Executive Ord$r .. ln addition, the applicant agrees that if it falls or refuses fo comply with these · unqertakirigs, the administering agency may take ~my 9r all of the·fol!ow.lng a.ctions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); .refrain from .extendfng any further assistance to the ;applicant under the program with respect la

16

wnfoh. the failure or re.fund occurred until satisfactory assurance offuture cornplii:n-ice has been received from such applicant; and refer the case to the D~partment of Justice for appropriate legal proceedings.

7.3 DAVl?·BACON ACT, 40U.S.C. 3141-·3148, AS AMENDED When required by Feger9l program legislation, an prime construction confrads in excl3ss 9f$2,0.00 awarded by hon-Federal entities must include a provis:i1:m for co.rnpliance. with the Davis-Bacon Act (40 U.S.C. 3141.:.3144, and 3146..,3148) as supplemented by Department of Labor regulations (29 CFRPart 5, "Labor Standards Provisions.· Applicable to Contract$ Cov~rjng· Federally Fin<;inced and Assisted Construction"). In a¢cori:lance with the statute, contractors. must be required to pay wages to laborers ·and mechanics at a. rate. not less than the. prevailing wages specified in a wage determination made by the Secretary of Labor. ln addition, contractors must be required to pay wages not less than once a week. The, non-Federal entity mustplace a copy of the current prevailing wage· determination issued by the Department of Labqr ih each ·sollc'itation. ·The .decis.ion to award. a contract or subcontract mustbe conditfoned µpon the acceptance ofthewage determination. The non~Federa! entity mu·st report all suspected or reported Violatlon·s to the Federal awarding agency. The c_bntracts must also·fridude a pro.Vision for complia:nce with the Copeland. "Anti-Kickback" Act {40 U.S.C.; 3145) 1 as supplemented py Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). Tl'le Act provides tliateach contractor or subrecipient must be prohibited from inducing, by any means, any person 'employed in the construction; completion, or repair of public work, to give up any part of the compensation to which he or she is othervvise entitled. The no11,..Feder~I entity mustrepoft all suspe<:;ted. or reported 'violations to the Feder~! awarding_ agency.

7.4 CONTRACT WORK HOURS AND SAFETY STANDARDS.ACT, 40 U.S.C. 3701.•3708 Where ap'plicable, all contracts awarded by th~ non-Federal entity in excess of.$ 100,000 that involve the employment of mechanics or laborers must include a provision fbr compliance with 40 U.S~C. 3.702- and 3704, as supplemented by Department of Lab.or regula,ion$ (29 CFR Part 5). Under 40 U.S.C. 3702. of the A¥t; each contractor must be required to compute the wages ofevery mechanic and laborer on the basis of a standard work week of 40 hours. Work in ex'c~ess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the ·basic rate of pay'for all hours.worked in excess of40 hours Jn the work week. The requirements of 40 U.S.C .. 3704 are applicable to construction work and provide· that no Jabqrer or meohanic mµst be. required to work. in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These reqµirements do not apply f9·the pt.ircht;Jses of supplies or materials o.r articl€,ls ordinarily avaH~ble on 1he open market., or contracts for transportation or transmi$sion of intelligence ..

'7.5 RIGHTS TO INVENTIONS MADE UNDERACO'NTRACr OR AGREEMENT If the Fed~ral awaro meet$ th.e definition of "funding agreement'.' under 37 CFR§ 4ot.2 (a) and the recipient or subrecipient. wishes to enter into a contract With a small bU$h1ess firm or nonprofit organization regarcijng the substitution. of parties, assignment pr performance of experimental, developmental, or research work under that ''funding· agreement," the recipient orsubrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions. Made by Nonprqfit Organizations arid Small Business Firms Under Governme[)t Grants, Contracts ,and Coqperative Agreements;'_'-and any·implementfng regulations issu~d-by.the awarding agency.

7.6 CLEAN AIR ACT, 42 U.S.C. 7401·7671Q, AND THE FEDERAL WATER POLLUTION CONTROL ACT, 33 U.S.C. 1251·1387, AS AMENDED

Contra'<::ts and subgratits of ::imountl~ in exces~ of $ 150,000 must contain a provision that r~quires the non..:fetjeral (:\Ward.to agree to. comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401~7671q) and the Federal Water Pollution Control Act as amended {33 U.S.G. 1251-1387). Violations mtist be reporte<;i to the Fe.o.erat awarding agency and the Regional Office of the Environmental Protection Agency {EPA). ·

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7.7 DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 126891 A contr~ct award (ser;? 2 CFR 180.220} must not be made to parties: listed on the government .wide exclusions in the System for Award Management (SAM)t in accordance with the OMB guidelines at 2:CFR 180 that implement Executive Orders.12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3. CFR part 1989 Comp., P: 235), "Deb~rment.at:id Suspehsi.on." SAM Exc:ilu$io!is. cqnt~lns the names of p;;irties deba.rreq, suspended, qr otherwi$e exc!Qded. by agencies, as well as .parties declared ineligible undE}r statutory or regulatory authority other than Exe.cutive.Order 12549.

7;a BYRD ANTl·LQBBYING AMENDMENT. 31 U.S.C. 1352 Contractors· that a,ppiy or bid for an !1lward e)'.(ceeding :$ 100, 000 must file ·ti1e required certifiMtion. Each tier certifies to the ·tier above that it will not and 'has not used Federal appro·priated funds to pay any person or organiz:aticm for influencLng or attemptjng tp influence an officer or employee. of any agency, a member of Congress, offiµer or emplqyee of Cpngress, or l:1n employ?e pf a mer:nber .of Congress. in conne.ction viith obtaining any Federal contract. grant or any. other award covered by 31 U.S.C. 1352. Each .tier must also disclose any lobbying with non~Fed~ral funds that tak~s place i.n connecHon with obtaining any Fede.ral award. ·such qlsc!osu.res ar~·forward~d from tier to tier up· to the non· Federal award:

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EXHIBIT A

MANDATORY EQUAL EMPLOYMENT OPPORTUNITYLANGUAGE N.J.S.A. 16'.5:3·1 et seq, {P.L. 1975, c. 1.27) ..

N.J.A.C. 17:27 et seq~ ~-

GOODS, GENERAL SER.VICE AND. PROFESSIONAL st:RVICES CONTRACTS

During· the. performance of this contract, the contractor agrees as follows:

The contractor or subcofitr~'fctor, where appllcable, will not discriminate against any employee or applicant for employment because pf age, race,. creed, color, national ·origin, ancestry, marital status, affectional or sexual. orientation, gender identity or .expression, disability, ili!:Jtionality or sex. Except with respect to affectipnal or sexual orientation :and .gender identity or expression, the Contr<;tctor Will ensure that .equal empioyment opportunity i~r afforded to such applicants iii recruitment and employment, and that employees are treated during employment,_ without regard to their age, race, creed, color; national origin, ancestry, marital status, affectional or sexqal orientatiqn, gender identity· or expression, dls1:11'.?ifity, natiqnality or sex. Such equal employment opportunity shall include, but.not be. limited to the following: employment, upgrading, demotiofi, cir transfer; recruitment.or recruitment advertising; layoff or termination; rates of pay or other' forms of compensation; and selection for training, inCiuding apprenticeship. The contractor agrees to post !n conspicu_ous places, available to E!mployees ·and appiicants for employment, notices to. be provided by the Public Agency Compliance Officer setting forth provisions of .this. riondiscrimination clause.

The contractor or subcontractor, where applicable will, in all sollcitations or ad_vertisernents for employees placed by or on behalf of the contractqr, state that.all qualified applicants will receive corisidera~ion·for employment without regard ta age, race, creed, color .• national origin, ancestry, mai-ital status, .affectional or sexuai orientation, gender identity or expression, d!sabilitY. nationality or sex.

The contractor or sub.contra.ctor will send to. each labor union, vvlth which it has a collective bargaining agreement, a notice, to be:provided by the <;igency contracting officer,_advising the labor ·union of the cont.ractor's commitm~nts under this chapter anc! shall post copJ13~ of the no.tice in conspicuous· places available. to employe_es and applicants for employment.

The contractor br subi;.:oritractor, where a.pplicabl¢, agrees to comp1y with any regulations promulgated by the Tre~surer pu.r$uanUo N.J.S.A. 10:5~31 et seq., as amended and supplemented rrom time to time and the Americans with Disabilities Act..

The cor:itractor or subcontractor agrees. to make good faith efforts to meet targeted county employment goals established in accordance with N.J.AC. 17:27-5.2.

The cpntractor or subcontrac~ot agreel!) to inform in writing its appropriate recruitment agencies f ncluding, but not limited to, ~mployment agencies, placement bureaus, colleges, universities, and labor unions, that it does not discriminate oh the. basis of age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gen.der identity er e>;:press.ion, disabill.ty, nationaltty or .sex, and that it wm .discontinu~ the. us~ of any reicrnitment agency which engag$s in. direct or indir~ct discriminatory practices. ·

The contractor or subcontractor agrel?S to reyise any of its testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job related testing, as established by the statutes and court decisions of the State of New Jersey and as established by applicable Federal law and applicable Federal court decisions.

1Q

In conforming with the targeted employment goals, the contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure that a!! such actions are taken without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions.

The contractor shall submit to the public agency, after notification of award but prior to execution of a goods and services contract, one of the following three documents:

Letter of Federal Affirmative Action Plan Approval;

Certificate of Employee Information Report; or

Employee Information Report Form M302 (electronically provided by the Division and distributed to the public agency through the Division's website at http://\fol'lfti_,state.nj.us/treasurv/contract comg!iance}.

The contractor and its subcontractors shall furnish such reports or other documents to the Division of Purchase an Property, CCAU, EEO Monitoring Program as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Division of Purchase an Property, CCAU, EEO Monitoring Program for conducting a compliance investigation pursuant to N.J.A.C. 17:27-1 et s~g.

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EXHIBIT B

MANDATORY EQUAL EMPLOYMENT OPPORTUNITY LANGUAGE N.J.S..A 10:5-31 et seg. (P.L 1975, C; 127) N.J.S.A. 10:5-39 et. :?.§Q,, (P.L. 1983, q. 197)

N:J.A.C. ·t7:27w1.1 et·seg.

CONSTRUCTION CONTRACTS

During the performance of this contract1 the contrt:l.ctor agreE;:s as follows:

The contractor or subcontractor, where applitab!e, will .not dist;friminatie against any employee or applicant for empl9yment be.cause of ~ge, rac:;ei creed, color, national qrigln, ancestry, marit.al status, affectionat or s~xw;I! orientation, gender identity or expression, disability; natlonaHty·or .sex. Except with respecl to affectlonar or sexual orientation and gender identity ·or ~xpression 1 . the contractor wilt ens.ure that equal emplpymetit opportunijy is afforded to suc;;h applicants in recruitment and employment, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry; marital status, affectioilal or sexual orientation, gender identity or expression, disab~lity, _nc;ttio.nality Or s~x~ Such equal employment opportunity shaffinc.lude, but not be limited to the.following: employment, up grading, demotion, or transfer; recruitment or recruitment advertisihg; layoff or termination; rates .of pay or other forms of compensation; and selection for training, in duding apprenticeship. The cohtre'i:'lctor agrees to post in conspicuous places, av~_ilable to employees and applicants for employment, notices ~o !;le provided by the Public Agency Compllance Officer setting forth provisions of this nondiscrimination clause.

The contrac~or o"r St.Jbcontractor, where applica.bte will; in all solicitations or advert!s.ements for employees placed by or on behalf of the contractor, state that at! qualified applicants will receive consideration for employment without regard to age-, race, creetj, color, national .origin, ancestry, marital :;;tatus, affectional or sexual orientation, gander identity or expression, disability, nati<;>nality or sex.

N.J.S..A 10:5~39 et seq. r~quir.es contracfors, sub.contradors, and permitted aeysignees performing construction, alteratiOn, or repair of any building or public work in. exc;:ess of $250,000 to guarantee equal empfoyment opportunity to veterans.

The contractor or suboontractqr will sehQ to ea<::h labor union, with which lt- ha$ a collective bargaining agreement, a notice, to be provided. by the agency contradlhg officer,, advising the labor union or workers' representative of-the contractor's commitments under this act and shall post copies Df the notice in. ·r;:anspit:uous placeH:; avaiJable to. ehlplo"yees and applicants for empl.oyment.

The contractor or .subcontractor, where applicable,. agrees to comply w.ith any regulations promulgatecl by the Trea~;i,,irer, pursuant to N.J.$.A. 10:5-31 et seq., as amended and supplemented from time to time aho the Arneric;~ms with Disabilities Act.

When hiring or schepulrng workers in each construction trade, the contractor or subcoritractor agrees to riiake good faith efforts to employ minority and wome.n workers in each construction trade consistent with the targeted employment goal prescribed by N,J,A.C. 17~27.:.7.2; provided, however, that the· Dept of LWD, Construction EEO Monitoring Program may, in its discretion, exempt a contractor or s4bcontractor from compliance With the good faith pro9ec)ures. prescribed by the fqllowihg provisions, A_, B. and C, as long as the Dept. of LWD, Cons.truqtion EEO Monitoring ·Program is·satisfieo that the contractor or subcontractor is employing workers provided by a union which provides evidence, in accordance IJ,lith standards prescribed by th.e Dept of LWD, Constructi.on EEO Monitoring Prpgram, that its percentage of active 1'9ard carrying" members who ~u'e. minority ·and women workers Is equal to or greater than the targeted employment goal established in .accordance with N.J.A.C .. 17:2717.2. The contractor or subcontractor agreee that a good faith affort shall inclu.de compliance with the follow~ng_ proced.ures:

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(A) If the contractor or swbcontr2'ctor fias a referral agreement or arrangement with a union for.a construr:;tioil trade, the contractor or subcontractor shal( within three business days of the contract award, seek assurances from. the union thaf it will cooperate with the contractor or subcon~ractor <715 it fµlfills its affirmativ·e ac;tiori of.;!ligat!ons under this contract and in aqcordeince with· .the ·rules prqmulgatfed by th~ Tr~asurer pursuant to N.J.S.A. 1p:5~3~ et. seq., as supplemented and amended :from tlme to time and the Americans with bisablllties Act. lf the contractor or subcontractor is unable to obtain said assurances from the construction trade union at least nve bµsihess days prior fo the. 9ommei1cementof cpnsfrud:ion work,· the co htractqr or subcontractor agrees tq ?.fford equ9l employment oppqrtunities minority and wom~n workers directiy, consh;tent with this chapter. If the contractor's or·subcontractor's prior experience. with a construction trade union, regardless of vihether the union has provided. said a~suranqes, indicates.a s·ignificarit poss.lbilitythat thefrade union wHI not refer sufficient minority and women w.c:irk~:rs consi.stent with affording equal employment opportunities as specified in this chapter, the contractor or subcontractor agrees td be prepared to provide· such opportunities to minority an¢ ·wotnen workers. directly. consistent "vith this c,hapter,, by complying With the hiring or scheduHng proc¢dures prescribed under (S) below; and the. cqntractqr or ~ubcontractor furth.er ;:igrees to take said action immediately if It determines that the union is not referring mhiority and women workers consistent with the equal employment opportunity goals set forth In this chapter.

{B) If good faith efforts to meet targeted emplC?yment goals have not or cannot be .met for each construction tr;;id.ei by. adhering to the procedures of (A) above, or if the contractor does not have a referral agreement or arrangement with a union for a construction trade, the contractor or subcontractor agrees to take the following actions:

(1) To notify the public agency compliance offic~r1 the: Dept. of LWb1 Construction EEO Monitoring Program1 and mrnority and women referral organizations l!sted, by ·th~· Division pursuant to N.SA.C:. 1?''.27-5.3, of !ts. workforce need;;, and request.referral of minority an.d women workers;

(2) To notify any minority ahd women workers Who haw~ been listed With it ~$ awaiting .avalla.b!e vacanci~s.;

(3) Prior to. commencement of work, fo request th.at the local construclio\I trade union refer .minari~y and women work~rs to filljob opeHings, provided the contractor or subc9ntn~ct.orhas a. referral agreement or arra11gemt.?,nt with a union for the construction trade.;

(4) Ta le~ve standing requests for additional referral.ta minority ~nd women .workers with the local construotlon trade union, provided the contractor or sub.contractor has a referral agreement or arrangement with a union for the construction trade •. the State Training and Employment Service· and other approved referral sources in tl\e area;

(5) If it is nece.ssary to lay off some of the Workers in a given trade .mi. the .construction site, layoffs shall be conducted in compliance With the equal employment bpporturiity and nqn~ discrimination stand~rds seHorth in this regulation, as well as with applicab!e Federal am;l S.tate court decisions; · ·

(6) To adhere to the. folloWir:ig procedure when minority ariq Women worker$ apply O\ ar~ referred to the COl'itfacto't· Of subcontn;icfor:

(1) The contactor or·subcontractor shat! inter\fiew the referred tninoritY or women worke,r.:

(ii) !f $ai.d indiyidua[s have. nev~r pr~viously received any document or: certification signifying a level of qualification lowedhan that required in order to perform the work of the, construction· trade, th~ contractor or suocontractor sha!! in good faith

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determine the qualifications of such individuals. The contractor or subcontractor shall hire or schedule those individuals who .satisfy appropriate qualification stand~rds in. conformity with the equal ~r:nployment opportunity .and·non-dlscrimination principles. set forth in this chapter. However; a: contractor or subcontractor shall determine that the Individual at l$ast possesses the reql1isite skiHs, a.nd ext»erience recognizGd.by a. l,mion, apprentice program o:r a referr~I agency; provided the referral· agen~Y is aqceptable t,o the Dept. of LWD, Construction EEO Monitoring Prag.ram. lf necessary,, the contractor or subcontractor shall hire or' schedule minority and women workers vvha qualify as trainees p1.,1rsuant to the;se ru!es, All of the requirements, howev~r, are limited. by the· provisions of (C) below.

(!ii) The name of any interested wome·n .or minority· [ndividu<;lt shall be maintained on a wo;iiting list! and shall be considered for employni~nt ~s described in (i) ·abov~. whenever vacancies. occqr. At the request of the Dept. of LWD, C.onstruction EEO Monitoring Program.; the contractor or subcontractor shall provide evidence of .its good faith efforts to employ women and mir.ioriti~s from the lisfto fill vacancies.

(ht) lf,. for any reason, sa[d contractor or subcontractor determines, that a minority individual or a woman ls not qual1fied or if the individual qualifies as an adv(lnced trainee or appr.entice, the .contractor or subcontractor ?hall .inform the indivioual in writing of the reasons for the determination 1 maintain a copy of the determination in its flies, and send a copy to the public agency compliance officer and to the Dept. of LWD, Con!>tructlon EEO Monitoring Program. ·

(7) To keep a complete and accurate record of all requests made for the r~fefralofworker~ !nany trade covered by the contract, on forms ni;;ide ~vailable bythe Dept. of LWD, Co.nstn,iction EEO Monitorfng Program and s.ubrriitted promptly to the Dept. of LWD, Construction EEO Monitoring Program upoh request. ·

(C) The contractor or t;iubcontractor agrees th~t nothing contain~d· in (B) above shall preclude the contractor or subcontractor from complying with the· union hiring hall or apprenticeship policies in any applicable collective bargaining agreement or t.mion hiring hall. arrangement, and, where required by custom or agreement,· it shall send Joui:neymen and ~rainees to the Lmion for referral, or to the apprentice$hlp program for admission, pursuant to such cigreement or arrangement. However, where the practices of a union or·apprentlc~ship program will result in the exclusion of minoriti~s and women or the failure fo refer mindrities ;:md women consistent witli the targeted county employment goal, the contractor ~r subcontractors hall consider for employment persons referred pursuant to (i3) abbve without regard to such agreement or arrangement; provided further, However, thatthe contractor or subcontractor shaH hot.be required to employ women anq minority advanced trainees ancl trainees in nur:nbers whlGh result in ·the employment of .advanced trainees and trainees as a percentage of th:e total workforce for the construction trade, whlbh percentage significantly ¢J<ceeds th~ apprentice to journey worker ratio specified .in the a,pplicab[e collective bargaining agreement, or .in tl:le abs.ence of a collective bargaining .agreement, exceeds .the ratio established by practice in the .area for said construction trade. Also, the contractor or subcontractor agrees that, in implementing the procedures of (B) above, it shall, where applicable, employ minority· and women workers residing within the geographical jurisdi¢tion of the union. ·

After notification of award, but prior to signing a qonstruction 9ontract, the contractor shall s.ubinit to the pubHc agency complianc13 officer and the Dept. of LWD·; Constru.cti.on EEO Monitoring. Progr<?.1m an initial project workforce report (FormAA-201') electronically provided to the public agency by the Dept.. of LWD, Construction EEO Monitoring Program, through its website, for distribution to and completion by th~ contractor, .in accordance with N.J.A.C. 17:27~7.

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the contractor al.so. '4grees to submit a copy of the Monthly Project Workforce Report once'a month thereafter for the duration of this contract to the Dept of LWD, Construction· t;EO Monitoring Program ·and to the public agency compliance officer.

The· contractor agrees to cooperate With the publio:agency in the payment of budgeted fund~. as is necessary .• for on ~he job ~ndlor off th~ job p~ograms·for outre;aph and training of minorities ~nd.women.

(D) The contractor and its subcontractors shallfurnish such reports or other documents to the Dept. of LWD, Constru.ction .EEO Monitoring Program as may be requests~ PY the Dept of LWD; Construction E;EO Monitoring Progr~m from tfme to time· in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may 'be requested by the Dept. of UNO, Constrwction EEO N!onitoririg Progr~m for r;;ondi.ictirig a compliance investigation pursuan~ to.N.J'.AC. 17:27-1.1 et §fill.

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.--....

EXECUTIVE ORDER N0.151 REQUIREMENTS

It is the policy of the Division of Purchase and Property that its contracts should create a workforce that reflects the diversity of the State of New Jersey. Therefore, contractors engaged by the Division of Purchase and Property to perform under a construction contract shall put forth a good faith effort to engage in recruitment and employment practices that further the goal of fostering equal opportunities to minorities and women.

The contractor must demonstrate to the Division of Purchase and Property's satisfaction that a good faith effort was made to ensure that minorities and women have been afforded equal opportunity to gain employment under the Division of Purchase and Property's contract with the contractor. Payment may be withheld from a contractor's contract for failure to comply with these provisions.

Evidence of a "good faith effort" includes, but is not limited to:

1. The Contractor shat! recruit prospective employees through the State Job bank website, managed by the Department of Labor and Workforce Development, available online at http://NJ.gov/http:JINJ.gov/JobCentral.NJ;

2. The Contractor shall keep specific records of its efforts. including records of all individuals interviewed and hired, including the specific numbers of minorities and women;

3. The Contractor shall actively solicit and shall provide the Division of Purchase and Property with proof of solicitations for employment, including but not limited to advertisements in general circulation media, professional service publications and electronic media; and

4. The Contractor shall provide evidence of efforts described at 2 above to the Division of Purchase and Property no less frequently than once every 12 months.

5. The Contractor shall comply with the requirements set forth at N.J.A.C. 17:27.

This language ls in addition to and does not replace good faith efforts requirements for construction contracts required by N.J.A.C. 1~:27-3.6, 3.7 and 3.8, also known as Exhibit 8.

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