Hpd-Docgo Agreement Redacted Produce

HUMAN SERVICES STANDARD CONTRACT
FOR HOUSING AND HOUSING RELATED SERVICES
AGREEMENT effective as of the date of the last signature hereto between the CITY OF NEW
YORK (“City”) acting by and through its Department of Housing Preservation and Development
(“Department”), having an office located at 100 Gold Street, New York, New York 10038, and
RAPID RELIABLE TESTING NY LLC (“Contractor”), a corporation having its principal office
located at 35 West 35th Street, 6th Floor, New York, NY 10001.
WHEREAS, the Department seeks to obtain the goods and/or services described in Appendix B
annexed hereto and made a part hereof and Contractor wishes to provide and/or arrange for
such goods and/or services either directly or through one or more of its affiliate medical
practices licensed and authorized to provide medical services in New York, its controlled or
managed entities and/or labor sources (collectively, “Affiliates”); and
WHEREAS, the Department has determined that there is an emergency need to procure these
goods and/or services which could not be met by a standard competitive procurement; and
WHEREAS, the parties wish to enter into this Contract to establish their respective rights and
obligations in connection with the provision of such goods and/or services;
NOW, THEREFORE, the parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.01 Definitions. The following words and phrases, or pronouns used in their
stead, shall, wherever they appear in this Agreement, be construed as follows, unless a different
meaning is clear from the context:
A. “Board of Directors” or “Board” means the board of directors, board of trustees,
or a similar body vested with the duty and responsibility for management and oversight of
Contractor’s affairs as they relate to its performance under this Agreement.
B. “Budget” means the line-item costs, performance based measures, or fee-for-
service rate schedule attached hereto as Appendix C.
C. “Commissioner” or “Agency Head” means the head of the Department or his or
her duly authorized representative. The term “duly authorized representative” shall include any
person or persons acting within the limits of his or her authority.
D. “Comptroller” means the Comptroller of the City of New York.
E. “Fiscal Agent” means an entity (if any) retained by the Department, or retained by
Contractor at the direction of the Department, to issue payments to third parties on behalf of
Contractor or otherwise to assist Contractor in the administration of its financial affairs.
G. “Improper Related Party Transaction” means a Related Party Transaction that
violates Not-for-Profit Corporation Law section 715 and is not fair, reasonable, and in
Contractor’s best interest at the time Contractor’s Board approved the transaction.
Human Services Standard Contract Page 1 of 15

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H. “Law” or “Laws” means the New York City Charter (“Charter”), the New York City
Administrative Code (“Admin. Code”), a local rule of the City of New York, the Constitutions of
the United States and the State of New York, a statute of the United States or of the State of
New York and any ordinance, rule, or regulation having the force of law and adopted pursuant
thereto, as amended, and common law.
I. “Related Party” means any person associated with Contractor who is covered by
the definition of “related party” in Not-for-Profit Corporation Law section 102. Related parties do
not include City officials and employees acting within the scope of their official governmental
duties.
J. “Related Party Transaction” means any transaction, agreement or any other
arrangement in which Contractor or any affiliate of Contractor is a participant that is covered by
the definition of “related party transaction” in Not-for-Profit Corporation Law section 102.
K. “State” means the State of New York.
ARTICLE II — TERM OF AGREEMENT

Section 2.01 Term. The term of this Agreement begins on May 5, 2023 for a period
of One (1) year through May 4, 2024.
Section 2.02 Future Funding. Because the period of performance contemplated by this
Agreement involves performance by Contractor in a subsequent City fiscal year(s), funding for
this Agreement is subject to the appropriation of funds for such subsequent City fiscal year(s).
Contractor also understands that the Department is under no obligation to continue its funding
after the expiration of the term of this Agreement.
ARTICLE III — SCOPE OF WORK AND BUDGET

Section 3.01 Scope of Work.
A. Services and Activities. Contractor shall provide the services and activities in
program areas or programs listed and described in the Scope of Work attached hereto as
Appendix B.
B. Healthy Food Environment. The City aims to reduce the prevalence of chronic
disease, such as obesity, diabetes, and cardiovascular disease, by improving dietary intake of
its residents. Accordingly, in addition to the services set forth in Appendix B, Contractor shall
make best efforts to distribute to any staff members providing services to program participants
under the Agreement and to program participants funded in whole or in part by this Agreement,
any healthy food promotional materials provided to Contractor by the Department on behalf of
the Department.
C. New York City Food Standards. This paragraph applies only if this Agreement
includes a requirement that Contractor supply food to program participants as a material part of
the client services funded by the Department. Contractor shall provide a healthy food
environment in connection with the client services provided under this Agreement by complying
with the attached New York City Agency Food Standards with regard to the provision of food to

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program participants under this Agreement, including compliance with the New York City Food
Standards for beverage vending and food vending machines (http://www.nyc.gov, search term =
“food standards”) for any vending machines to which program participants are granted access.
Section 3.02 Budget. Contractor shall provide such services and activities in
accordance with the Budget.
Section 3.03 Payment. The Department shall pay Contractor an amount not to exceed
Four Hundred Thirty-Two Million Dollars ($432,000,000.00) for all services provided under the
Agreement. Payment shall be made in accordance with the Budget. Payment of
reimbursements for expenditures to the Contractor shall be based upon the estimated line
items and/or deliverables contained in the Budget, attached hereto as Exhibit C, and
incorporated herein. This Agreement shall not obligate the Department beyond the dollar
amount designated as the maximum contract amount in the absence of a duly executed
written contract amendment registered pursuant to Charter § 328.
Section 3.04 Cost Allocating and Duplication.

A. Duplication. Contractor represents and warrants that the work to be performed
under this Agreement shall in no way duplicate any work performed under other agreements
between the City and Contractor, nor under any agreement with any other governmental funding
source, except upon the express written permission of the Department. Costs attributable to the
program and not paid for by the City are not duplication (e.g., program enhancements,
unreimbursed portions of staff salaries) but are subject to the cost allocation provisions set forth
below. Noncompliance with this Section 3.04 shall constitute a material breach of this
Agreement.
B. Cost Allocation Plan. Contractor shall accurately and equitably allocate costs
that are attributable to the operation of two (2) or more programs among such programs, or that
are attributable to two (2) or more governmental funding sources, by a method which represents
the benefit of such costs to each program or funding source. Contractor shall upon
commencement of services or as soon thereafter as practicable develop and deliver to the
Department a cost allocation plan for the Department’s approval.
C. No cost allocation plan shall be approved by the Department unless such a plan:
1. Relates to allowable costs as defined in Laws and policies of the federal,
State and City governments;
2. Relates to costs necessary for Contractor’s performance pursuant to this
Agreement;
3. Fairly and accurately reflects the actual allocable share of such cost with
respect to this Agreement;
4. Is developed in accordance with generally accepted accounting
principles; and

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5. Is accompanied by such supporting documentation as the Department
deems necessary to evaluate the plan.
D. A cost allocation plan approved by the Department may be modified with the
written approval of the Department if such a modification is requested by Contractor.
E. Notwithstanding any provision in this Section 3.04 to the contrary, the
Department further reserves the right to withhold payments to Contractor for allocated costs if
the Department determines that such allocated costs have been incorrectly determined, are not
allowable, or are not properly allocable pursuant to this Agreement and/or approved cost
allocation plan.
Section 3.05 Cost of Living Increases. Where Contractor’s industry has experienced an
increase in costs (e.g., salary, wage or fringe benefit cost of living increases, a change in the
prevailing or living wage, a renegotiated collective bargaining agreement, an industry-wide
increase in the Producer Price Index (“PPI”) for fuel or energy) that exceeds the Budget, and the
Office of Management and Budget (“OMB”) or another independent agency has determined in
writing that additional funds will be made available to a City agency for the class of contracts
pursuant to which Contractor provides the same or substantially similar services, then the
Department shall reimburse Contractor for such increases in costs to the extent that such
increases have been authorized by the City for contracts within such class of contracts and to
the extent that funds are appropriated for such purposes. Any cost of living increase will not be
effective unless and until an amendment to the Agreement is registered pursuant to Charter
§328.
ARTICLE IV — FISCAL PROCEDURES

Section 4.01 Cooperation and Compliance. Contractor hereby agrees to fully cooperate
with the Department on all fiscal matters related to this Agreement.
Section 4.02 Accounts.

A. Contractor shall establish and maintain one (1) or more separate accounts for the
funds obtained from or through the City of New York related to this and all other agreements
with the City, and shall maintain records for such account to track and clearly identify the funds
obligated through this Agreement.
B. Contractor shall notify the Department of the name and locations of all bank
accounts in which any funds pursuant to this Agreement are maintained and of any change in
the name and/or location of such accounts within five (5) days of such establishment or change.
Such bank shall have a branch located in New York City unless otherwise approved by the
Department.
C. Contractor shall notify the Department of the names, titles, and business
addresses of such persons authorized by Contractor to receive, handle, or disburse monies
under this Agreement, including the company name and company address where such persons
are not employees of Contractor. Such notification must be in writing and furnished to the

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Department within five (5) days from the execution of this Agreement and within five (5) days
from any subsequent change or substitution of authorized signatories.
Section 4.03 Advance. The amount of any advance to be paid to Contractor under this
Agreement shall be determined solely by the Department and any applicable Comptroller
directives. Advanced funds shall be used exclusively for the payment of expenditures and
obligations authorized by and properly incurred in accordance with the Budget.
Section 4.04 Financial Reporting and Invoicing. Contractor shall submit financial
reports and invoices directly related to expenditures for goods and services under this
Agreement, to the Department as reasonably requested by the Department. Contractor
acknowledges that repeated failure to submit required financial reports within the time limits
prescribed, without curing the same within ten (10) days of its due date, may result in
termination of this Agreement.
Section 4.05 Procurement Requirements.

A. Procurement Records. Contractor shall retain records that detail the method
of procurement, the basis for selection or rejection of a contractor, consultant or supplier, and
the basis for the contract price. Contractor shall retain proper and sufficient bills, vouchers,
duplicate receipts, and documentation for any payments, expenditures, or refunds made to or
received by Contractor in connection with this Agreement. If Contractor maintains a petty cash
fund , no expenditures may be made from such fund for procurements valued in excess of
$1,000. Contractor shall make all procurement expenditures in excess of $1,000 by check or
credit card.
B. Extent of Competition Required. Contractor shall comply with the following
requirements concerning competition.
1. Contractor must solicit and document at least three (3) written estimates
for any payment made or obligation undertaken in connection with this Agreement for
any purchase of goods, supplies, or services (including but not limited to consulting
services) for amounts in excess of $25,000 or, if this Agreement is a federally funded
subrecipient agreement, for amounts in excess of $3,500. The monetary threshold
applies to payments made or obligations undertaken in the course of a one (1) year
period with respect to any one (1) person or entity. Payments made or obligations
undertaken will not be artificially divided in order to avoid the requirements of this
paragraph.
2. For any payment made or obligation undertaken in connection with this
Agreement for any purchase of goods, supplies, or services (including but not limited to
consulting services) for amounts between $5,000 and $25,000, Contractor shall conduct
sufficient market research and/or competition to support its determination that the price
of such purchased goods, supplies, services or equipment is reasonable.
Notwithstanding the dollar amounts in the previous sentence, if this Agreement is a
federally funded, subrecipient agreement, Contractor shall comply with the procurement
methods required in 2 CFR section 200.320. The monetary thresholds apply to

April 2017
payments made or obligations undertaken in the course of a one (1) year period with
respect to any one (1) person or entity. Payments made or obligations undertaken will
not be artificially divided in order to avoid the requirements of this paragraph.
3. The City may retain the services of a Group Purchasing Organization
(GPO) to facilitate the purchase of supplies or other items. If the City retains such a
GPO, the Department may direct Contractor to utilize the services of such GPO. If
Contractor is directed by the Department to use the GPO or if Contractor becomes a
member of and makes purchases through the GPO retained by the City with or without
the City’s direction, Paragraph B shall not apply to those purchases and the procurement
requirements will be satisfied through the use of the GPO.
C. Compliance with State and Federal Law. If this Agreement is funded by a
State or federal grant, additional procurement requirements may apply. To the extent that State
and/or federal procurement requirements conflict with the procurement requirements herein,
Contractor shall comply with the stricter requirement.
D. Equipment. If so directed by the Department, title to all equipment or other
property purchased at a price in excess of $5,000 with funds obtained through this Agreement
shall be in the name of the City of New York and title shall pass to Contractor upon the end of
the equipment’s or property’s useful life (as the phrase “useful life” is defined in Internal
Revenue Code § 1.169-2). Contractor shall properly maintain and keep in good repair all
equipment acquired with funds obtained through this Agreement. Contractor shall dispose of
such equipment in the manner directed by the Department, and shall maintain detailed records
concerning such dispositions. At the Department’s request, Contractor must execute a UCC-1 to
evidence the Department’s interest in equipment purchased at a price in excess of $25,000 and
to enable the Department to perfect that interest by filing or otherwise.
E. M/WBE Suppliers. Contractor is encouraged to utilize businesses and
individual proprietors listed on the NYC Online Directory of Certified M/WBE Businesses,
available at www.nyc.gov/sbs, as sources for its purchases of goods, supplies, services, and
equipment using funds obtained through this Agreement. Contractor is also encouraged to
utilize businesses and individual proprietors owned/operated by people with disabilities as
sources for its purchases of goods, supplies, services, and equipment using funds obtained
through this Agreement.
F. Disputes with Suppliers. Contractor, without recourse to the City or the
Department, shall be responsible for the settlement and satisfaction of all contractual obligations
and administrative issues arising out of any procurement or leasing contracts directly related to
this Agreement and paid with funds obtained through this Agreement.
Section 4.06 Limitation on Use of Funds.

A. Proper Purposes. No funds obtained through this Agreement shall be spent
for any expense not incurred in accordance with the terms of the Agreement.

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B. Real Property. No funds obtained through this Agreement shall be spent for
the purchase of any interest in or improvement of real property, unless included in the Budget or
otherwise authorized in writing by the Department.
C. Disallowed Costs. Any cost found by the Department, the City or any auditing
authority that examines the financial records of Contractor to be improperly incurred, including
but not limited to Improper Related Party Transactions, shall be subject to reimbursement to the
City. Failure to make said reimbursement shall be grounds for termination of this Agreement.
Section 4.07 Recoupment of Disallowances, Improperly Incurred Costs and

Overpayments. The Department may, at its option, either require Contractor to reimburse the
Department or withhold for the purposes of set-off any monies due to Contractor under this
Agreement up to the amount of any disallowance or improperly incurred costs resulting from any
audits of Contractor due to negligence directly caused by Contractor, its affiliates and/or
subcontractors, where Contractor is unable to cure the same, the amount of any overpayment to
Contractor with regard to this Agreement, and/or amounts incurred on any Improper Related
Party Transaction. Prior to the imposition of withholding for the purposes of set-off, the
Department will provide Contractor with an opportunity to be heard upon at least ten (10) days’
prior written notice. Notwithstanding this Section 4.07, Contractor shall not be financially or
legally responsible for any losses, claims, damages, or incurred costs resulting from the
negligence or wrongdoing of third-parties other than Contractor’s affiliates and/or
subcontractors.
Section 4.08 Failure to Spend Funds. In the event that Contractor fails to spend funds
for any part of the Budget within the time indicated therein (i.e., the fiscal year unless otherwise
indicated) or at the level of expenditures indicated therein, the Department reserves the right, in
its discretion, to recoup any funds advanced and not spent.
ARTICLE V — RECORDS, DELIVERABLES, AUDITS AND REPORTS

Section 5.01 Records to be Maintained; Inspection; Observation.
A. Records to be Maintained. In addition to any other records required to be
maintained and/or provided for inspection pursuant to this Agreement, Contractor shall maintain
and make available to the Department for inspection, upon reasonable request, and within a
reasonable time from the request, the following documents: audit reports; all programmatic
records and accounts maintained in connection with this Agreement, redacting and/or excluding
information and/or financials not directly related to this Agreement; publications, program
research, and other reports prepared in connection with this Agreement; all financial books,
records and accounts reflecting payments made by Contractor for petty cash expenditures in
connection with this Agreement, redacting and/or excluding information and/or financials not
directly related to this Agreement; all applicable licenses and permits; governing documents
(e.g., by-laws); all other contracts related to providing services under this Agreement, to which
Contractor is a party and the contract terms coincide, in whole or in part, with the terms of this
Agreement; and any other records or materials directly related to the Agreement and reasonably
requested at such reasonable times and places and as often as may be reasonably requested.

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Upon request by the Department of a record that contains protected personally identifiable
information as such phrase is defined in Admin. Code § 10-501 or a record that if disclosed
would constitute a waiver of a legal privilege or violate the Law or an ethical obligation under the
New York Rules of Professional Conduct for attorneys, National Association of Social Workers
Code of Ethics or other similar code governing the provision of a profession’s services in New
York State, Contractor may redact such personally identifiable or privileged information or other
information that if disclosed would violate the Law or such professional code. In addition,
Contractor may, upon request to and written approval from the Department, which approval may
not be unreasonably denied or delayed, withhold from disclosure to the Department certain
categories of documents that are not protected by a legal privilege or other Law but where
Contractor reasonably believes that disclosure of such documents would interfere with or impair
the provision of services under this Agreement.
B. Records maintained in accordance with this Article V shall be subject to the
retention period in Section 5.02 of Appendix A except that if this Agreement is a federally funded
subrecipient agreement, the retention period shall be the maximum allowed under 2 CFR §
200.333.
C. Contractor shall permit the Department and its authorized representatives
including the Department’s Inspector General, the Comptroller, the New York City Department
of Investigation, or their designees, or other interested federal, State or City agency
representatives, to be present at the program site(s) to observe the work and activities being
performed in connection with this Agreement to the extent that it does not violate HIPAA or any
other Federal, State or local law and upon at least thirty (30) days written notice to Contractor
prior to the date of said visit at the program site. If observation of particular work or activity
would constitute a waiver of a legal privilege or violate the Law, or would violate an ethical
obligation under the New York Rules of Professional Conduct for attorneys, National
Association of Social Workers Code of Ethics or other similar code governing the provision of a
profession’s services in New York State, Contractor shall promptly inform the Department or
other entity seeking to observe such work or activity
Section 5.02 Deliverables and Reports. Contractor shall submit the deliverables and
periodic reports required by this Agreement, in accordance with the Scope of Work attached
hereto. Contractor shall administer such assessment tools, collect and report such data,
maintain records, make reports, and take such other actions consistent with the Scope of Work
as may be directed by the Department. The Department will evaluate the Contractor’s
performance each year in the categories of timeliness, fiscal administration, and performance.
Additional evaluation criteria or weighting of these subcategories may be specified in the Scope
of Work.
Section 5.03 Audit Disclaimers. If any audit of Contractor’s records shall include a
Disclaimer of Opinion relating to any contract with the Department or other funding sources,
said Disclaimer shall be ground for termination of this Agreement.

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

Section 6.01 Definition of Employee. The term “employee” as used in this Article shall
be limited to salaried personnel and shall include neither consultants under contract to
Contractor to provide specified services nor participants in the program who are being paid as
trainees.
Section 6.02 Compensation of Certain Employees; Vacancies; and Board

Compensation.
A. Employee List. Contractor shall submit to the Department within thirty (30)
days of the execution of this Agreement and upon request a list of certain employees, which
shall include the Executive Director, Chief Financial Officer, Chief Operating Officer, and/or the
functional equivalent of such positions, and key employees (as the phrase “key employee” is
defined in the Instructions to IRS Form 990).
B. Vacancies. Contractor shall notify the Department in writing within ten (10)
days of their occurrence any appointments to or resignations from the positions of Executive
Director, Chief Financial Officer, Chief Operating Officer, and/or the functional equivalent of
such positions and appointments or resignations of key employees (as the phrase “key
employee” is defined in the Instructions to IRS Form 990).
C. Board Compensation. Contractor shall submit to the Department within thirty
(30) days of the execution of this Agreement and at the beginning of each new fiscal year a
listing of all members of its Board of Directors.
Section 6.03 Collective Bargaining. Contractor acknowledges that neither the City nor
the Department is responsible or shall be liable for any obligations contained in any agreement
into which Contractor or a representatives of Contractor has entered concerning the collective
bargaining rights or benefits of its employees paid in full or in part by funds provided through this
Agreement. Furthermore, Contractor agrees to abide by all applicable Laws governing the use
of funds in connection with union activities.
Section 6.04 Recruitment and Hiring of Staff.

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

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B. Background Checks.
1. Recruitment; Screening; Fingerprinting: Contractor shall be responsible
for the recruitment and screening of employees and volunteers performing work under
the Agreement, including the verification of credentials, references, experience, and
skills necessary for working with clients and participants. Where consistent with State
and federal law, if directed by the Department, Contractor will undertake the
fingerprinting of employees and volunteers, including applicants, in accordance with
instructions from the Department.
2. Convictions, Non-Pending Arrests and Criminal Accusations, and
Pending Arrests: Contractor shall comply with Subdivisions 15 and 16 of Section 296
the New York Executive Law, Article 23-A of the New York Correction Law, and
Subdivisions 11 and 11-a of the Admin. Code. Such laws pertain to unlawful
discriminatory employment practices in connection with individuals with convictions, non-
pending arrests or criminal accusations, and/or pending arrests.
3. Review of Decision: Where practicable, Contractor shall provide for the
review by a supervisor employed by Contractor of a decision not to hire based on
convictions, non-pending arrests or criminal accusations, and/or pending arrests.
4. Consultation with the Department: Contractor may consult with the
Department regarding the application of this Section 6.04.
C. Drug-Free Workplace.
1. Contractor shall conspicuously post at any facility at which activities
funded in whole or in part through this Agreement occur or provide to employees
performing services under this Agreement, a statement notifying employees performing
services under this Agreement that the unauthorized use, possession, distribution,
dispensing, and manufacture of controlled substances are prohibited.
2. Contractor shall require staff members who provide work under this
Agreement to notify Contractor in writing of his/her arrest or conviction for violation of a
criminal drug statute occurring in the workplace no later than five (5) calendar days after
such arrest or conviction. Contractor shall thereafter notify the Department within ten
(10) calendar days of Contractor’s receipt of the above-described notice of conviction
from a staff member or of the date Contractor otherwise received actual notice of such
conviction.
3. Contractor shall take one of the following actions within thirty (30)
calendar days of receiving notice of such a conviction with respect to any staff member
who performs work under this Agreement so convicted: (i) appropriate personnel action,
up to and including termination, consistent with the requirements of the Rehabilitation
Act of 1973, as amended; or (ii) require such convicted staff member to participate
satisfactorily in a drug abuse assistance or rehabilitation program approved for such
purposes by a federal, State, or local health, law enforcement, or other appropriate
agency, and to comply with the Contractor’s statement made in accordance with Article
6.04(C)(1).

April 2017
4. Nothing in this Article 6.04(C) shall limit Contractor from providing a more
stringent drug-free workplace policy.
ARTICLE VII — PROGRAM FACILITY

Section 7.01 Suitability. Contractor shall ensure that facilities used for the provision of
services funded in whole or in part through this Agreement maintain their respective properties,
whether facility is owned, leased, or used pursuant to an in-kind agreement or arrangement,
whether permanent or temporary, in a condition suitable to provide services pursuant to this
Agreement.
Section 7.02 Signage. Upon request by the Department, and if consistent with
applicable Laws and applicable lease and license requirements, Contractor will prominently
display signs inside and outside the facility(ies) used for the program indicating such information
as the program name, its sponsorship by the Department, the program activity, and the days
and hours of operation. In addition, Contractor shall prominently display inside the facility(ies)
all signs, provided by the Department, if any, advising of any of Contractor’s obligations with
regard to Equal Employment Opportunity Laws. If Contractor is concerned that signage would
adversely impact Contractor’s services, it shall notify the Department of its concern and, if
possible, recommend acceptable alternatives or modifications to the Department.
Section 7.03 Security and Emergency Plan.

A. Prior to the commencement of services under this Agreement, Contractor shall
adopt, implement, and instruct staff regarding a written plan to provide for the safety and
security of clients, participants, staff, and Contractor’s facility, including procedures to follow
during emergencies. Contractor shall maintain a current file of emergency contacts for each
client and participant, which shall include, to the extent available, the names, addresses,
telephone numbers, and locations where such contacts can be reached. A security plan
applying to all of Contractor’s operations rather than specifically to the City-funded operations
shall be sufficient to comply with the terms of this requirement. Contractor shall cooperate with
the City during any emergency affecting Contractor’s services and/or facilities.
B. In the event that a State of Emergency (“SOE”) is declared by the Mayor of the
City, the City may suspend Contractor’s normal operations until further notice. No damages
shall be assessed for suspension of normal services during this time. All other terms and
conditions of this Agreement shall remain in effect, except as modified by a contract amendment
registered pursuant to Charter § 328 or other appropriate contract action. Contractor may, at
the request of and in a manner determined by the Department, assist the Department in
carrying out emergency procedures during a State of Emergency. Emergency procedures shall
remain in effect until the Mayor has determined that the SOE has expired. In consideration
thereof, the City agrees to indemnify Contractor against all claims by third parties arising out of
the actions of its employees during the SOE that are directed by the City and not otherwise
required to be performed under this Agreement, except for those arising out of the employees’
gross negligence or intentional misconduct.

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ARTICLE VIII — Intentionally Deleted
ARTICLE IX — REPRESENTATIONS AND COVENANTS OF CONTRACTOR

Section 9.01 Eligibility. Contractor represents and warrants that it has complied and
continues to comply with the eligibility requirements set out in the solicitation document (e.g.,
the request for proposals) under which it proposed for and was awarded this Agreement. Any
material change in the eligibility compliance information supplied in Contractor’s contract
proposal must be reported to the Department within a reasonable time thereof. Failure to do so
will be deemed a material breach of this Agreement and could result in termination of this
Agreement.
Section 9.02 Program Services.

A. Unlawful Discrimination. Except where expressly set forth in the Scope of
Work and approved by the Department, Contractor represents and warrants that eligibility for
admission to the services funded through this Agreement shall not be restricted on the basis of
actual or perceived age, race, color, religion, creed, national origin, alienage or citizenship
status, sex, gender, sexual preference or sexual orientation, disability (including presence of a
service dog), marital status, partnership status, military status, or any other class protected from
discrimination by Law.
B. Fee. Contractor further represents and warrants that no clients or participants shall
be charged a fee or required to make any other payment or purchase or participate in any
activity designed to raise funds as a condition of eligibility for or participation in the services
funded through this Agreement, except as required by Law or unless a waiver of this provision is
approved in writing by the Department. Waivers may be considered under the following
conditions: (i) Contractor’s total costs for the services set forth in the Scope of Work exceed the
total value of the Agreement; (ii) Contractor’s fees for services and/or the arrangements made to
include those participants unable to pay such fees are deemed reasonable and appropriate by
the Department; and (iii) the fees are set at a level that does not discourage or impede
participation by members of the community to be served by the services.
C. Immigration Status. In connection with the services provided under this
Agreement, Contractor shall not inquire about a client or potential client’s immigration status
unless (i) it is necessary for the determination of program, service or benefit eligibility or the
provision of City services or (ii) Contractor is required by law to inquire about such person’s
immigration status.
Section 9.03 Allegations of Abuse or Maltreatment. Contractor will notify the

Department within twenty-four (24) hours of promptly determining that reasonable cause exists
to suspect that any of Contractor’s administrators or staff, including both paid and volunteer, has
abused, maltreated, neglected, assaulted or endangered the welfare of any program participant.
In addition, if such reasonable cause is found, Contractor shall take appropriate action to
remove the person from the proximity of program participants while the matter is being
investigated by Contractor. The term abuse shall mean the infliction of physical injury by other
than accidental means which causes or creates a substantial risk of death, or serious or

April 2017
protracted disfigurement, or protracted impairment of physical or emotional health or protracted
loss or impairment of the function of any bodily organ. The term maltreatment shall mean (i)
treatment that results in serious physical injury other than by accidental means, or (ii) neglect or
failure to exercise a minimum degree of care that impairs, or places in imminent danger of being
impaired, the physical, mental or emotional condition of a program participant. Contractor shall
provide telephone notice to the Department within twenty-four (24) hours of determining that
reasonable cause exists, followed by a written report, to be delivered to the Department within
three (3) business days. Compliance with this reporting requirement does not satisfy any other
legally mandated reporting of abuse, such as to the New York State Central Registry (“SCR”).
ARTICLE X — MISCELLANEOUS
Section 10.01 Headings. The article, section, and paragraph headings throughout this
Agreement are for convenience and reference only and the words contained therein shall in no
way be deemed to define, limit, describe, explain, modify or add to the interpretation or meaning
of any provision of this Agreement or the scope or intent thereof, nor in any way affect this
Agreement.
Section 10.02 Order of Priority. During the term of the Agreement, conflicts between the
various documents shall be resolved in the following order of precedence, such documents
constituting the entire Agreement between the parties:
• Rider 1: Federal Conditions (the Uniform Federal Contract Provisions Rider)];
• Standard Human Services Agreement (this document along with the attached
Access to Non-Public Areas Rider, the attached Identifying Information Rider, the
attached Indirect Cost Rate Development and Application Policies and Procedures
Manual Rider, the attached New York City Mayoral Executive Order No. 64 Rider;
the attached Rider to City Service Contracts Pursuant to NYC Admin. Code §6-145
Labor Peace Agreements for Human Services Contracts; and the attached NYC
Earned Safe and Sick Time Act Rider);
• Appendix A (General Provisions Governing Contracts for Consultants, Professional,
Technical and Human Client Services);
• Appendix B (Scope of Work);
• Appendix C (Budget); and
• The City of New York Humanitarian Emergency Response and Relief Center
Program Manual (hereby incorporated by reference) as it may be updated and
amended from time to time by the City, in the City’s sole discretion.
• The City of New York Health and Human Services Cost Policies and Procedures
Manual (hereby incorporated by reference),

April 2017
ARTICLE XI — SUPPORTIVE SERVICES AND TECHNICAL ASSISTANCE
Section 11.01 Availability of Supportive Services and Technical Assistance. At its sole
discretion, the City may provide, either directly or through its designee, technical assistance to
Contractor in such areas as: (1) program planning, development, coordination, and
dissemination of information; (2) preparation of reports and materials required by the City and/or
other governmental entities with jurisdiction over Contractor’s activities relating to the operation
of services funded through this Agreement; (3) compliance with applicable Laws, guidelines,
and administrative memoranda; and/or (4) issues or matters affecting Contractor’s performance
under this Agreement.
Section 11.02 Training. At its sole discretion, the City may provide, either directly or
through its designee, training/technical assistance to Contractor’s employees and Board
members, relating to the management and operation of the program funded through this
Agreement. If training and/or technical assistance is made available, Contractor must commit
appropriate employees and Board members to attend/participate at training sessions, as
instructed by the City or its designee.
Section 11.03 Disclaimer. The technical assistance and training that the City, in its sole
discretion, may provide to Contractor shall not be construed to be a condition precedent to
Contractor’s obligation to provide the services funded through this Agreement in accordance
with the Scope of Work.
[THE REMAINDER OF THE PAGE IS INTENTIONALLY BLANK]

April 2017
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date of the last
signature hereto.
CITY OF NEW YORK CONTRACTOR

By: The Department of Housing Rapid Reliable Testing NY LLC
Preservation and Development

April 2017
RIDER 1
FEDERAL CONDITIONS
CDBG Rider
Uniform Federal Contract Provisions Rider for

Federally Funded Procurement Contracts
Federal Emergency Management Agency (“FEMA”) Rider

CDBG Rider
(Version 01.20.2021)
INSTRUCTIONS TO NYC AGENCIES AND OFFICES
This CDBG Rider contains supplementary general conditions for use with procurement contracts
and subrecipient agreements that are funded in whole or in part by the U.S. Department of
Housing and Urban Development (“HUD”) under Title I of the Housing and Community
Development Act of 1974 (Pub. L. 93-383) as amended. For all procurement contracts and
subrecipient agreements funded by the Community Development Block Grant (“CDBG”)
Program, except those funded by the CDBG Disaster Recovery (“CDBG-DR”) Program, this
CDBG Rider must be included as an attachment, expressly made a part of, and incorporated by
reference. A different rider with terms specific to the CDBG-DR Program should be attached to
CDBG-DR funded procurement contracts and subrecipient agreements.
If this rider is attached to a subrecipient agreement, the agency or office must ensure that the
subrecipient agreement includes the information specific to the subaward required in 2 CFR §
200.332.
CDBG Rider Page i

TABLE OF CONTENTS
Article 1. Definitions................................................................................................... 1
Article 2. Housing and Community Development Act and National

Environmental Policy Act ........................................................................... 2
Article 3. Labor Requirements .................................................................................... 2
Article 4. Additional Federal Conditions for Construction for

Subrecipients ............................................................................................... 4
Article 5. Federal Non-Discrimination Laws ..................................................... 10
Article 6. Environmental Protection; Energy Efficiency; Historic

Preservation; Flood Protection; Lead-Based Paint ................................... 11
Article 7. Uniform Relocation Assistance ......................................................... 12
Article 8. Uniform Administrative Requirements (Including Procurement

Standards), Cost Principles, and Audit Requirements for
Federal Awards ......................................................................................... 12
Article 9. Unearned Payments; Income; Documentation of Costs;

Accounting System; Fidelity Bonds; Disbursement Restrictions............ 13
Article 10. Records and Audits .......................................................................... 14
Article 11. Subcontractors ................................................................................. 14
Article 12. Conflicts; Exhibits ........................................................................... 15
Article 13. Reversion of Assets .......................................................................... 15
Article 14. Small Firms, M/WBE Firms, and Labor Surplus Area Firms ................ 15
Article 15. Intangible Property ........................................................................... 16
Article 16. Hatch Act; Lobbying; Conflicts of Interest.......................................... 17
Article 17. Suspension and Termination ............................................................. 18
CDBG Rider Page ii

ARTICLE 1. DEFINITIONS
As used in this CDBG Rider:
(a) “Act” means Title 1 of the Housing and Community Development Act of 1974 (Pub. L.
93-383) as amended.
(b) “Agency” means the entity, or entities, executing this Agreement on behalf of the City of
New York.
(c) “Agreement” means either the “contract” (as defined by 2 CFR § 200.1) between the City
and the Contractor or the agreement between the City and “Subrecipient” (as defined by 2 CFR §
200.1) as the context requires.
(d) “City” means the City of New York.
(e) “Construction” means the building, rehabilitation, alteration, conversion, extension,

demolition, painting or repair of any improvement to real property.
(f) “Contractor” and/or “Subrecipient” means the entity or entities executing this Agreement,
other than the Agency.
(g) “Equipment” means tangible personal property having a useful life of more than one
year and a per-unit acquisition cost which equals or exceeds $500, and technical equipment (i.e.
(computers, tablets, cell phones, gaming consoles, etc.) at any dollar value.
(h) “Grant” means Community Development Block Grant Program funds provided to the
City of New York by the Federal Department of Housing and Urban Development or a pass-
through entity.
(i) “Hometown Plan” means a voluntary areawide plan that was developed by
representatives of affected groups (usually labor unions, minority organizations, and contractors),
and subsequently approved by the Office of Federal Contract Compliance (OFCC), for purposes
of implementing the equal employment opportunity requirements pursuant to Executive Order
11246, as amended.
(j) “HUD” means the Secretary of Housing and Urban Development or a person authorized
to act on his or her behalf.
(k) “Program” means the New York City Community Development Block Grant Program
approved by HUD as the same may from time to time be amended.
(l) "Real property" means land, including land improvements, structures and appurtenances
thereto, but excludes moveable machinery and moveable equipment.
(m) “Subcontractor” means any person, firm or corporation, other than employees of the
Contractor or the Subrecipient, or another Subcontractor who is engaged by the Contractor or the
Subrecipient to furnish (i) services, (ii) labor or (iii) services and/or labor and materials at the site
of the work performed under this Agreement.
CDBG Rider Page 1

ARTICLE 2. HOUSING AND COMMUNITY DEVELOPMENT ACT AND
NATIONAL ENVIRONMENTAL POLICY ACT
[Applicable to Contractors and Subrecipients]
This Agreement is subject to Title 1 of the Housing and Community Development Act of 1974
(P.L. 93-383) as amended (The Act) and all rules, regulations and requirements now issued or
hereafter issued pursuant to the Act; the Agreement may be suspended and/or terminated without
liability to the City if the Grant to the City pursuant to the Act is suspended or terminated, and
unless and until the City or Agency receives Community Development funds in an amount that is
deemed sufficient to enable it to fund this Agreement, the City or Agency is under no obligation
to make any payments to the Contractor or Subrecipient. In this regard, the Agency is under no
obligation to make any payments to the Contractor or Subrecipient, and shall not make any such
payment, and the Contractor or Subrecipient shall not commence performance, until:
(a) the Agency has received from the City’s Office of Management and Budget instructions
to proceed, evidencing compliance with the National Environmental Policy Act, as
amended, and with regulations of the U.S. Department of Housing and Urban
Development, related thereto, found at 24 CFR Part 58, and
(b) the Contractor or Subrecipient has been notified of such instructions by the Agency.
Furthermore, the Contractor or Subrecipient and the City mutually agree that the
Contractor or Subrecipient shall not advance any funds, from any source without
limitation, to pay for costs intended to be paid for under this Agreement prior to the
receipt and notification described in this paragraph (a), and the City shall not reimburse
the Contractor or Subrecipient for any costs incurred in violation of this provision.
ARTICLE 3. LABOR REQUIREMENTS

[Applicable to Contractors and Subrecipients; must be included in all subcontracts]
(a) Section 3. This Agreement is subject to Section 3 of the Housing and Urban
Development Act of 1968 (P.L. 90-448) and implementing regulations at 24 CFR Part 75,
as may be amended during the term of this Agreement. Pursuant to 24 CFR § 75.19, the
Contractor or Subrecipient agrees to the following:
1. The work to be performed under this Agreement is subject to the requirements of

Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. §
1701 u (Section 3) and 24 CFR Part 75. The purpose of Section 3 is to ensure that
economic opportunities, most importantly employment, generated by HUD assistance or
HUD-assisted projects covered by Section 3 shall, be directed to low- and very low-
income persons, particularly persons who are recipients of government assistance for
housing or residents of the community in which Federal assistance in spent.
2. Section 3 Requirements. In addition to any other requirements contained in 24

CFR Part 75, the following shall apply:
a. Employment and Training
(1) To the greatest extent feasible, and consistent with existing
Federal, state, and local laws and regulations, Contractor shall ensure
that employment and training opportunities arising in connection with
Section 3 projects are provided to Section 3 workers within the
CDBG Rider Page 2

metropolitan area (or nonmetropolitan county) in which the project is
located.
(2) Where feasible, priority for opportunities and training described
in subsection (a)(1) of should be given to:
(i) Section 3 workers residing within the service area or the
neighborhood of the project, and
(ii) Participants in YouthBuild programs.
b. Contracting.
(1) To the greatest extent feasible, and consistent with existing
Federal, state, and local laws and regulations, recipients covered by this
subpart shall ensure contracts for work awarded in connection with
Section 3 projects are provided to business concerns that provide
economic opportunities to Section 3 workers residing within the
metropolitan area (or nonmetropolitan county) in which the project is
located.
(2) Where feasible, priority for contracting opportunities described
in paragraph (b)(1) of this section should be given to:
(i) Section 3 business concerns that provide economic
opportunities to Section 3 workers residing within the service
area or the neighborhood of the project, and
(ii) YouthBuild programs.
(b) The Davis-Bacon Act (40 U.S.C. §§ 3141 et seq.). In Construction contracts involving
an excess of $2000, unless exclusively in connection with the rehabilitation of residential
property containing fewer than 8 units, the Contractor shall pay and the Subrecipient shall
cause its contractors to pay all laborers and mechanics at a rate not less than those
determined by the Secretary of Labor to be prevailing for the City, which rates are to be
provided by the Agency. These wage rates are a federally mandated minimum only, and
will be superseded by any State or City requirement mandating higher wage rates. The
Contractor also agrees to comply with Department of Labor Regulations pursuant to the
Davis-Bacon Act found in 29 CFR Parts 1, 3, 5 and 7, which enforce statutory labor
standards provisions. This provision supersedes section D(1)(a) of the Uniform
Federal Contract Provisions Rider for Federally Funded Procurement Contracts.
(c) Overtime. In Construction contracts involving an excess of $2000, and subject to the
exception in 24 CFR section 570.603 (regarding the rehabilitation of residential property
containing less than 8 units), Contractor shall comply and the Subrecipient shall cause its
contractor to comply with sections 103 and 107 of the Contract Work Hours and Safe
Standards Act (40 U.S.C. §§ 3701 et seq.), which provides that no laborer or mechanic
shall be required or permitted to work more than eight hours in a calendar day or in
excess of forty hours in any workweek, unless such laborer or mechanic is paid at an
overtime rate of 1½ times his/her basic rate of pay for all hours worked in excess of these
limits. In the event of a violation of this provision, the Contractor shall not only be liable
to any affected employee for his/her unpaid wages, but shall be additionally liable to the
United States for liquidated damages. This provision supersedes section D(1)(b) of the
Uniform Federal Contract Provisions Rider for Federally Funded Procurement
Contracts.
CDBG Rider Page 3

ARTICLE 4. ADDITIONAL FEDERAL CONDITIONS FOR
CONSTRUCTION FOR SUBRECIPIENTS
[Applicable to Subrecipients. A similar provision for Contractors is included in the Uniform
Federal Contract Provisions Rider for Federally Funded Procurement Contracts at section
D(1)(c)-(d), (2), and (3).]
If this Agreement involves Construction work, design for Construction, or Construction services,
all such work or services performed by the Subrecipient and its Subcontractors shall be subject to
the following requirements:
(a) Impermissible Salary Deductions. In Construction contracts of any amount, the

Subrecipient shall cause its Subcontractor to comply with the Copeland “Anti-Kickback”
Act (18 U.S.C. § 874), as supplemented by the regulations contained in 29 CFR Part 3,
requiring that all laborers and mechanics shall be paid unconditionally and not less often
than once a week, and prohibiting all but “permissible” salary deductions.
(b) Federal Labor Standards. In Construction contracts of any amount, the Subrecipient
shall cause its Subcontractors to comply with the more detailed statement of Federal
Labor Standards annexed hereto as FEDERAL EXHIBIT 2.
(c) Equal Employment Opportunity. In Construction contracts or subcontracts in excess of

$10,000, the Subrecipient shall cause its Subcontractors to comply with Executive Order
11246, as amended by Executive Order 11375, and as supplemented in Department of
Labor regulations (41 CFR chapter 60). Subrecipient shall include the following
Specifications, which are required pursuant to 41 CFR § 60-4.3 in all federally assisted
contracts and subcontracts. For the purposes of the Equal Opportunity Construction
Contract Specifications and Clause below, the term “Construction Work” means the
construction, rehabilitation, alteration, conversion, extension, demolition or repair of
buildings, highways, or other changes or improvements to real property, including
facilities providing utility services. The term also includes the supervision, inspection,
and other onsite functions incidental to the actual construction.
Standard Federal Equal Employment Opportunity Construction Contract

Specifications for Contracts and Subcontracts in Excess of $10,000. (Federal Notice
Required by 41 CFR § 60-4.3)
1. As used in these specifications:
a. “Covered area” means the geographical area described in the solicitation
from which this contract resulted;
b. “Director” means Director, Office of Federal Contract Compliance
Programs, United States Department of Labor, or any person to whom the
Director delegates authority;
c. “Employer identification number” means the Federal Social Security
number used on the Employer’s Quarterly Federal Tax Return, U.S. Treasury
Department Form 941.
d. “Minority” includes:
(i) Black (all persons having origins in any of the Black African
racial groups not of Hispanic origin);
CDBG Rider Page 4

(ii) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central
or South American or other Spanish Culture or origin, regardless of
race);
(iii) Asian and Pacific Islander (all persons having origins in any of
the original peoples of the Far East, Southeast Asia, the Indian
Subcontinent, or the Pacific Islands); and
(iv) American Indian or Alaskan Native (all persons having origins
in any of the original peoples of North America and maintaining
identifiable tribal affiliations through membership and participation or
community identification).
2. Whenever the contractor or any subcontractor at any tier, subcontracts a portion

of the work involving any Construction trade, it shall physically include in each
subcontract in excess of $10,000 the provisions of these specifications and the Notice
which contains the applicable goals for minority and female participation and which is set
forth in the solicitations from which this Agreement resulted.
3. If the contractor is participating (pursuant to 41 CFR § 60-4.5) in a Hometown

Plan approved by the U.S. Department of Labor in the covered area either individually or
through an association, its affirmative action obligations on all work in the Plan area
(including goals and timetables) shall be in accordance with that Plan for those trades
which have unions participating in the Plan. Contractors must be able to demonstrate
their participation in and compliance with the provisions of any such Hometown Plan.
Each contractor or subcontractor participating in an approved Plan is individually
required to comply with its obligations under the EEO clause, and to make a good faith
effort to achieve each goal under the Plan in each trade in which it has employees. The
overall good faith performance by other contractors or subcontractors toward a goal in an
approved Plan does not excuse any covered contractor’s or subcontractor’s failure to take
good faith efforts to achieve the Plan goals and timetables.
4. The contractor shall implement the specific affirmative action standards provided
in paragraphs 7 a through p of these specifications. The goals set forth in the solicitation
from which this Agreement resulted are expressed as percentages of the total hours of
employment and training of minority and female utilization the contractor should
reasonably be able to achieve in each Construction trade in which it has employees in the
covered area. Covered Construction contractors performing Construction Work in
geographical areas where they do not have a Federal or federally assisted Construction
contract shall apply the minority and female goals established for the geographical areas
where the work is being performed. Goals are published periodically in the Federal
Register in notice form, and such notices may be obtained from any Office of Federal
Contract Compliance Programs office or from Federal procurement contracting officers.
The contractor is expected to make substantially uniform progress in meeting its goals in
each craft during the period specified.
5. Neither the provisions of any collective bargaining agreement, nor the failure by
a union with whom the contractor has a collective bargaining agreement, to refer either
minorities or women shall excuse the contractor’s obligations under these specifications,
Executive Order 11246, or the regulations promulgated pursuant thereto.
CDBG Rider Page 5

6. In order for the nonworking training hours of apprentices and trainees to be
counted in meeting the goals, such apprentices and trainees must be employed by the
contractor during the training period, and the contractor must have made a commitment
to employ the apprentices and trainees at the completion of their training, subject to the
availability of employment opportunities. Trainees must be trained pursuant to training
programs approved by the U.S. Department of Labor.
7. The contractor shall take specific affirmative actions to ensure equal employment
opportunity. The evaluation of the contractor’s compliance with these specifications
shall be based upon its effort to achieve maximum results from its actions. The
contractor shall document these efforts fully, and shall implement affirmative action steps
at least as extensive as the following:
a. Ensure and maintain a working environment free of harassment,
intimidation, and coercion at all sites, and in all facilities at which the
contractor’s employees are assigned to work. The contractor, where possible,
will assign two or more women to each Construction project. The contractor
shall specifically ensure that all foremen, superintendents, and other on-site
supervisory personnel are aware of and carry out the contractor’s obligation to
maintain such a working environment, with specific attention to minority or
female individuals working at such sites or in such facilities.
b. Establish and maintain a current list of minority and female recruitment
sources, provide written notification to minority and female recruitment sources
and to community organizations when the contractor or its unions have
employment opportunities available, and maintain a record of the organization’s
responses.
c. Maintain a current file of the names, addresses and telephone numbers of
each minority and female off-the-street applicant and minority or female referral
from a union, a recruitment source or community organization and of what action
was taken with respect to each such individual. If such individual was sent to the
union hiring hall for referral and was not referred back to the contractor by the
union or, if referred, not employed by the contractor, this shall be documented in
the file with the reason therefor, along with whatever additional actions the
contractor may have taken.
d. Provide immediate written notification to the Director when the union or
unions with which the contractor has a collective bargaining agreement has not
referred to the contractor a minority person or woman sent by the contractor, or
when the contractor has other information that the union referral process has
impeded the contractor’s efforts to meet its obligations.
e. Develop on-the-job training opportunities and/or participate in training
programs for the area which expressly include minorities and women, including
upgrading programs and apprenticeship and trainee programs relevant to the
contractor’s employment needs, especially those programs funded or approved
by the Department of Labor. The contractor shall provide notice of these
programs to the sources compiled under 7b above.
f. Disseminate the contractor’s EEO policy by providing notice of the
policy to unions and training programs and requesting their cooperation in
assisting the contractor in meeting its EEO obligations; by including it in any
policy manual and collective bargaining agreement; by publicizing it in the
company newspaper, annual report, etc.; by specific review of the policy with all
CDBG Rider Page 6

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

p. Conduct a review, at least annually, of all supervisor’s adherence to and
performance under the Contractor’s EEO policies and affirmative action
obligations.
8. Contractors are encouraged to participate in voluntary associations which assist

in fulfilling one or more of their affirmative action obligations (7a through p). The
efforts of a contractor association, joint contractor-union, contractor-community, or other
similar group of which the contractor is a member and participant, may be asserted as
fulfilling any one or more of its obligations under 7a through p of these specifications
provided that the contractor actively participates in the group, makes every effort to
assure that the group has a positive impact on the employment of minorities and women
in the industry, ensures that the concrete benefits of the Program are reflected in the
contractor’s minority and female work force participation, makes a good faith effort to
meet its individual goals and timetables, and can provide access to documentation which
demonstrates the effectiveness of actions taken on behalf of the contractor. The
obligation to comply, however, is the contractor’s and failure of such a group to fulfill an
obligation shall not be a defense for the contractor’s noncompliance.
9. A single goal for minorities and a separate single goal for women have been
established. The contractor, however, is required to provide equal employment
opportunity and to take affirmative action for all minority groups, both male and female,
and all women, both minority and non-minority. Consequently, the contractor may be in
violation of the Executive Order if a particular group is employed in a substantially
disparate manner (for example, even though the contractor has achieved its goals for
women generally, the contractor may be in violation of the Executive Order if a specific
minority group of women is underutilized).
10. The contractor shall not use the goals and timetables or affirmative action
standards to discriminate against any person because of race, color, religion, sex, sexual
orientation, gender identity, or national origin.
11. The contractor shall not enter into any Subcontract with any person or firm
debarred from Government contracts pursuant to Executive Order 11246 or suspended or
is otherwise excluded from or ineligible for participation in federal assistance programs.
12. The contractor shall carry out such sanctions and penalties for violation of these
specifications and of the Equal Opportunity Clause, including suspension, termination
and cancellation of existing subcontracts as may be imposed or ordered pursuant to
Executive Order 11246, as amended, and its implementing regulations, by the Office of
Federal Contract Compliance Programs. Any contractor who fails to carry out such
sanctions and penalties shall be in violation of these specifications and Executive Order
11246, as amended.
13. The contractor, in fulfilling its obligations under these specifications, shall
implement specific affirmative action steps, at least as extensive as those standards
prescribed in paragraph 7 of these specifications, so as to achieve maximum results from
its efforts to ensure equal employment opportunity. If the contractor fails to comply with
the requirements of the Executive Order, the implementing regulations, or these
specifications, the Director shall proceed in accordance with 41 CFR § 60-4.8.
CDBG Rider Page 8

14. The contractor shall designate a responsible official to monitor all employment
related activity to ensure that the company EEO policy is being carried out, to submit
reports relating to the provisions hereof as may be required by the Government and to
keep records. Records shall at least include for each employee the name, address,
telephone numbers, Construction trade, union affiliation if any, employee identification
number when assigned, social security number, race, sex, status (e.g., mechanic,
apprentice trainee, helper, or laborer), dates of changes in status, hours worked per week
in the indicated trade, rate of pay, and locations at which the work was performed.
Records shall be maintained in an easily understandable and retrievable form; however,
to the degree that existing records satisfy this requirement, contractors shall not be
required to maintain separate records.
15. Nothing herein provided shall be construed as a limitation upon the application of
other laws which establish different standards of compliance or upon the application of
requirements for hiring of local or other areas residents (e.g., those under the Public
Works Employment Act of 1977 and the Community Development Block Grant
Program).
B. Equal Opportunity Clause
Subrecipient shall include the following provisions, which are required by 41 CFR § 60-
1.4(b), in all federally assisted contracts and subcontracts.
During the performance of this contract, the Contractor agrees as follows:
(1) The Contractor will not discriminate against any employee or applicant
for employment because of race, color, religion, sex, sexual orientation, gender
identity, or national origin. The Contractor will take affirmative action to ensure
that applicants are employed, and that employees are treated during employment
without regard to their race, color, religion, sex, sexual orientation, gender
identity, or national origin. Such action shall include, but not be limited to the
following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeship. The Contractor agrees to post
in conspicuous places, available to employees and applicants for employment,
notices to be provided setting forth the provisions of this nondiscrimination
clause.
(2) The Contractor will, in all solicitations or advertisements for employees
placed by or on behalf of the Contractor, state that all qualified applicants will
receive consideration for employment without regard to race, color, religion, sex,
sexual orientation, gender identity, or national origin.
(3) The Contractor will not discharge or in any other manner discriminate
against any employee or applicant for employment because such employee or
applicant has inquired about, discussed, or disclosed the compensation of the
employee or applicant or another employee or applicant. This provision shall not
apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's
essential job functions discloses the compensation of such other employees or
applicants to individuals who do not otherwise have access to such information,
unless such disclosure is in response to a formal complaint or charge, in
CDBG Rider Page 9

furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or is consistent with the Contractor's
legal duty to furnish information.
(4) The Contractor will send to each labor union or representative of workers
with which he has a collective bargaining agreement or other contract or
understanding, a notice to be provided advising the said labor union or workers'
representatives of the Contractor's commitments under this section, and shall post
copies of the notice in conspicuous places available to employees and applicants
for employment.
(5) The Contractor will comply with all provisions of Executive Order
11246 of September 24, 1965, and of the rules, regulations, and relevant orders
of the Secretary of Labor.
(6) The Contractor will furnish all information and reports required by
Executive Order 11246 of September 24, 1965, and by rules, regulations, and
orders of the Secretary of Labor, or pursuant thereto, and will permit access to his
books, records, and accounts by HUD and the Secretary of Labor for purposes of
investigation to ascertain compliance with such rules, regulations, and orders.
(7) In the event of the Contractor's noncompliance with the
nondiscrimination clauses of this contract or with any of the said rules,
regulations, or orders, this contract may be canceled, terminated, or suspended in
whole or in part and the Contractor may be declared ineligible for further
Government contracts or federally assisted construction contracts in accordance
with procedures authorized in Executive Order 11246 of September 24, 1965,
and such other sanctions may be imposed and remedies invoked as provided in
Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of
the Secretary of Labor, or as otherwise provided by law.
(8) The Contractor will include the portion of the sentence immediately
preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every
subcontract or purchase order unless exempted by rules, regulations, or orders of
the Secretary of Labor issued pursuant to section 204 of Executive Order 11246
of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The Contractor will take such action with respect to any
subcontract or purchase order as HUD may direct as a means of enforcing such
provisions, including sanctions for noncompliance:
Provided, however, that in the event a Contractor becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of such
direction by HUD, the Contractor may request the United States to enter into
such litigation to protect the interests of the United States.
ARTICLE 5. FEDERAL NON-DISCRIMINATION LAWS

This Agreement is subject to:
(a) Section 109 of the Act, which requires that no person in the United States shall on the
grounds of race, color, national origin, religion, or sex be excluded from participation in,
be denied the benefits of, or be subjected to discrimination under any program or activity
receiving Federal financial assistance made available pursuant to the Act. Section 109
CDBG Rider Page 10

also directs that the prohibitions against discrimination on the basis of age under the Age
Discrimination Act and the prohibitions against discrimination on the basis of disability
under Section 504 shall apply to programs or activities receiving Federal financial
assistance under Title I programs. The Contractor or Subrecipient agrees to comply with
provisions of 24 CFR Parts 6, 8, and 146.
(b) Title VIII of the Civil Rights Act of 1968 (P.L. 90-284; 42 U.S.C. §§ 3602-3620), as
amended, which prohibits discrimination in the sale or rental of housing and in the
provision of brokerage services based on race, color, religion, sex, national origin,
disability, or familial status, and which requires affirmative action in the furtherance of
Fair Housing objectives.
(c) Executive Order 11063, as amended by Executive Order 12259, pursuant to regulations
issued at 24 CFR Part 107, which prohibits discrimination on the basis of race, color,
religion, sex or national origin and requires equal opportunity in housing constructed,
operated or provided with federal funds.
(d) Title VI of the Civil Rights Act of 1964 (P.L. 88-352; 42 U.S.C. §§ 2000d et seq.) and
implementing regulations in 24 CFR Part 1, which states that no person shall, on the
ground of race, color or national origin, be excluded from participation in, be denied the
benefits of, or otherwise be subject to discrimination under any Program or activity made
possible by, or resulting from, this Agreement.
(e) 24 CFR § 5.109, “Equal participation of faith-based organizations in HUD programs and
activities.”
(f) Consistent with 24 CFR § 570.614, the Contractor or Subrecipient warrants that all
services, programs, and/or Construction (including design and alteration) under this
Agreement shall be performed in accordance with all federal, state and local laws and
regulations regarding accessibility standards for persons with disabilities including, but
not limited to, the following: Section 504 of the Rehabilitation Act, the Architectural
Barriers Act of 1968 (42 U.S.C. § 4151-4157), the Uniform Federal Accessibility
Standards (Appendix A to 24 CFR Part 40 and Appendix A to 41 CFR Part 101-19,
subpart 101-19.6), and the Americans with Disabilities Act (42 U.S.C. § 12131.
The non-discrimination provisions in this Article shall be incorporated in and made a part
of all subcontracts executed in connection with this Agreement.
(h) Subrecipients shall comply with all civil-rights related requirements, pursuant to 24 CFR
§ 570.503(b)(5).
ARTICLE 6. ENVIRONMENTAL PROTECTION; ENERGY

EFFICIENCY; HISTORIC PRESERVATION; FLOOD PROTECTION; LEAD-
BASED PAINT
(a) For agreements, subcontracts, and subgrants of amounts in excess of $150,000, the
Contractor or Subrecipient shall comply with all applicable standards, orders, or
requirements issued under the Clean Air Act (42 U.S.C. § 7401, Federal Water Pollution
control Act (33 U.S.C. §§ 1251, et seq.) Section 508 of the Clean Water Act (33 U.S.C. §
1368), Executive Order 11738, and Environmental Protection Agency regulations
CDBG Rider Page 11

(provisions of 40 CFR Part 50 and 2 CFR Part 1532 related to the Clean Air Act and
Clean Water Act). Violations must be reported to the Federal Agency and the Regional
Office of the Environmental Protection Agency (EPA).
(b) The Subrecipient and Contractor shall comply with mandatory standards and policies
relating to energy efficiency that are contained in the New York State energy
conservation plan issued in compliance with the Energy Policy Conservation Act (Pub. L
94-163).
(c) This Agreement is subject to laws and authorities listed in 24 CFR § 58.5, including the
Historic Preservation Act of 1966 (Section 1 of Pub. L. No. 89-665, as amended by Pub.
L. No. 96-515; 54 U.S.C. §§ 100101 and 300101 et seq.), the Archeological and Historic
Preservation Act of 1974 (P.L. 93-291; 16 U.S.C. §§ 469-469c), Executive Order 11593
and regulations at 36 CFR Part 800. In general, this requires concurrence from the State
Historic Preservation Officer for all rehabilitation and demolition of historic properties
that are fifty years old or older or that are included on a Federal, state, or local historic
property list.
(d) This Agreement is subject to the Lead-Based Paint Poison Prevention provisions found in
24 CFR § 570.608, the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. §§ 4821-
4846), the Residential Lead Based Paint Hazard Reduction Act of 1992 (U.S.C. §§ 4851-
4856, and 24 CFR Part 35, subparts A, B, J, K, and R. This provision is to be included in
all subcontracts, for work in connection with this Agreement, which relate to residential
structures.
(e) Pursuant to the provisions in 24 CFR § 570.605, Section 202(a) of the Flood Disaster
Protection Act of 1973 (42 U.S.C. § 4106), and the regulations in 44 CFR Parts 59-79
apply to this Agreement.
ARTICLE 7. UNIFORM RELOCATION ASSISTANCE

This Agreement is subject to the Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970 (42 U.S.C. §§ 4601-4655) and regulations at 49 CFR Part 24 and 24 CFR
section 570.606.
ARTICLE 8. UNIFORM ADMINISTRATIVE REQUIREMENTS

(INCLUDING PROCUREMENT STANDARDS), COST PRINCIPLES, AND
AUDIT REQUIREMENTS FOR FEDERAL AWARDS
[Subdivision (a) is applicable to Contractors and Subrecipients; subdivision (b) is applicable to
Subrecipients only; subdivision (c) is applicable to Contractors only]
(a) Pursuant to 2 CFR § 2400.101 and 24 CFR § 85.1, Subrecipients and Contractors are
subject to the Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards at 2 CFR Part 200 (commonly referred to the “Super
Circular”), as applicable.
(b) For the procurement of all subcontracts and goods contracts, Subrecipients are required to
follow the procurement standards in 2 CFR §§ 200.318-200.327.
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(c) Contractors are subject to the Uniform Federal Contract Provisions Rider, attached to this
Agreement.
ARTICLE 9. UNEARNED PAYMENTS; INCOME; DOCUMENTATION

OF COSTS; ACCOUNTING SYSTEM; FIDELITY BONDS; DISBURSEMENT
RESTRICTIONS
[Paragraphs (a), (b), (d), and (e) are applicable to Contractors and Subrecipients; paragraph
(d) is applicable to Subrecipients only]
(a) Unearned payments under this Agreement may be suspended or terminated upon refusal
to accept any additional conditions that may be imposed by HUD at any time, or if the
Grant to the City under the Act is suspended or terminated. Unearned payments received
by the Contractor or Subrecipient will be returned to the City. All interest on funds
advanced to the Contractor or Subrecipient will be returned to the City.
(b) The Contractor or Subrecipient agrees that if any income is generated from the
Community Development Block Grant Program funded activities, Contractor or
Subrecipient shall return such income to the City’s Community Development Block
Grant Program unless expressly authorized by the City. Such funds are subject to all
applicable requirements governing the use of Community Development Block Grant
funds, including 24 CFR § 570.503(b)(3), which provides that, at the end of the program
year, the City may require remittance of all or part of any program income balances
(including investments thereof) held by the Subrecipient (except those needed for
immediate cash needs, cash balances of a revolving loan fund, cash balances from a lump
sum drawdown, or cash or investments held for section 108 security needs).
(c) All costs shall be supported by properly executed payrolls, time records, invoices,
contracts, or vouchers, or other official documentation evidencing in proper detail the
nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers,
orders or other accounting documents, pertaining in whole or in part to the Agreement,
shall be clearly identified and readily accessible.
(d) The Subrecipient shall submit to the Agency a detailed description of its accounting,
reporting and internal control systems, including but not limited to the procedures for
cash receipts, cash disbursements, payrolls, personnel policies, fixed petty cash controls
and other systems which are necessary under the circumstances. The Agency shall
evaluate and document all systems and only upon acceptance and approval of the
accounting, reporting and internal control systems by the Agency, shall funds be
disbursed to the Subrecipient, other provisions of the Agreement notwithstanding.
(e) If required by the Federal awarding agency or elsewhere in this Agreement, the Agency
must receive a statement from the Contractor’s or Subrecipient’s chief fiscal officer or its
insurer assuring that all persons handling funds received or disbursed under this
Agreement are covered by fidelity insurance in an amount equal to cash advances from
the City. If the bond is cancelled or coverage is substantially reduced, the Contractor or
Subrecipient shall promptly notify the Agency of this fact in every case not later than 48
hours. In such event, the Agency shall not disburse any more funds to the Contractor or
Subrecipient until it has received assurance that adequate coverage has subsequently been
obtained.
CDBG Rider Page 13

(f) No money under this Agreement shall be disbursed by the Agency to any Contractor or
Subrecipient except pursuant to a written contract which incorporates the applicable
Supplementary General Conditions and unless the Contractor or Subrecipient is in
compliance with HUD requirements with regard to accounting and fiscal matters, to the
extent they are applicable, and provided that the Agency has completed HUD
requirements, including but not limited to environmental certifications pursuant to 24
CFR Part 58.
ARTICLE 10. RECORDS AND AUDITS

(a) i) The Subrecipient shall maintain records in accordance with requirements prescribed by
or in 2 CFR § 200.334, HUD and/or the City with respect to all matters covered by this
Agreement and retained for at least three years after the City makes final payments and
all other pending matters concerning this Agreement are closed, subject to the exceptions
in 2 CFR § 200.334. (ii) The Contractor shall maintain records in accordance with the
requirements elsewhere in this Agreement.
(b) At such times on such forms as HUD and/or the City may require, there shall be
furnished to HUD and/or the City such statements, records, reports, data and information,
as HUD and/or the City may request pertaining to matters covered by this Agreement. At
a minimum, such forms will include the following:
(i) Annual Data Collection Report forms for the purpose of including specific
Program description, accomplishment, expenditure and beneficiary information
in the City’s Annual Performance Report.
(ii) Annual Property Register forms for the purpose of tracking the use of CDBG
purchased equipment.
(c) At any time during normal business hours and as often as the City, the Agency, HUD,
Inspector General, U.S. General Accounting Office, and/or the Comptroller General of
the United States may deem necessary, the Contractor or Subrecipient shall make
available for examination to the City, HUD, Inspector General, U.S. General Accounting
Office and/or representatives of the Comptroller General all of its books, accounts,
records, reports, files, and other papers or property with respect to all matters covered by
this Agreement and shall permit the City, HUD and/or representatives of the Comptroller
General and the U.S. General Accounting Office to audit, examine, make excerpts of, and
make transcriptions from such books, accounts, records, reports, files, and other papers or
property and to make audits of all contracts, invoices, materials, payrolls, records or
personnel, conditions of employment and other data relating to all matters covered by this
Agreement.
ARTICLE 11. SUBCONTRACTORS

(a) The provisions of this Agreement shall apply to Subcontractors and their officers, agents
and employees in all respects as if they were employees of the Contractor or
Subrecipient. The Contractor or Subrecipient shall not be discharged from its obligations
and liabilities, but shall be liable for all acts and negligence of Subcontractors, and their
officers, agents and employees, as if they were employees of the Contractor or
Subrecipient.
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(b) Employees of the Subcontractor shall be subject to the same provisions as employees of
the Contractor or Subrecipient.
(c) The services furnished by Subcontractors shall be subject to the provisions hereof as if
furnished directly by the Contractor or Subrecipient, and the Contractor or Subrecipient
shall remain responsible therefor.
ARTICLE 12. CONFLICTS; EXHIBITS

(a) If any provision in this CDBG Rider directly conflicts with any other provision in the
Agreement, the provision in CDBG Rider shall be controlling.
(b) Federal Exhibits 1 and 2 are attached to, and made a part of this CDBG Rider.
ARTICLE 13. REVERSION OF ASSETS

[Applicable to Subrecipients]
(a) At the Agreement’s expiration, the Subrecipient shall transfer to the City all CDBG funds
on hand at the time of expiration and any accounts receivable attributable to the use of
CDBG funds.
(b) Any real property under the Subrecipient’s control that was acquired or improved in
whole or in part with Community Development funds in excess of $25,000 must be used
to either (i) meet the national objectives in Section 570.208 for a period of five years after
acquisition if the property or completion of the improvements, as applicable, or (ii)
disposed in a manner which results in the Program being reimbursed in the amount of the
current fair market value of the property less any portion thereof attributable to
expenditures of non-CDBG funds for acquisition of, or improvements to, the property.
(c) Title to all equipment in excess of $500, or technical equipment of any dollar value,
purchased pursuant to this Agreement with CDBG funds or furnished by the City shall
vest in the City and the same shall be conspicuously labeled as such.
ARTICLE 14. SMALL FIRMS, M/WBE FIRMS, AND LABOR SURPLUS

AREA FIRMS
[Applicable to Subrecipients. Contractors must follow section C(11) of the Uniform Federal
Contract Provisions Rider for Federally Funded Procurement Contracts.]
Subrecipient shall take the following affirmative steps in the letting of subcontracts, if
subcontracts are to be let, in order to ensure that minority firms, women’s business enterprises,
and labor surplus area firms are used when possible:
(a) Placing qualified small and minority businesses and women’s business enterprises on
solicitation lists;
(b) Assuring that small and minority businesses, and women’s business enterprises are
solicited whenever they are potential sources;
CDBG Rider Page 15

(c) Dividing total requirements, when economically feasible, into smaller tasks or quantities
to permit maximum participation by small and minority businesses, and women’s
business enterprises;
(d) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women’s business enterprises; and
(e) Using the services and assistance of the Small Business Administration, and the Minority
Business Development Agency of the Department of Commerce.
ARTICLE 15. INTANGIBLE PROPERTY

[Applicable to Subrecipients. A similar provision for Contractors is included in the Uniform
Federal Contract Provisions Rider for Federally Funded Procurement Contracts at section
C(14).]
(a) Pursuant to 2 CFR § 200.315(d), the federal Government reserves a royalty-free, non-
exclusive, and irrevocable right to obtain, reproduce, publish, or otherwise use, and to
authorize others to use, for Government purposes: (a) the copyright in any work
developed under the Agreement or subcontract; and (b) any rights of copyright to which a
Subrecipient purchases ownership with grant support.
(b) Any reports, documents, data, photographs, deliverables, and/or other materials produced
pursuant to the Agreement (“Copyrightable Materials”), and any and all drafts and/or
other preliminary materials in any format related to such items produced pursuant to the
contract, shall upon their creation become the exclusive property of the City. The
Copyrightable Materials shall be considered “work-made-for-hire” within the meaning
and purview of Section 101 of the United States Copyright Act, 17 U.S.C. § 101, and the
City shall be the copyright owner thereof and of all aspects, elements and components
thereof in which copyright protection might exist. To the extent that the Copyrightable
Materials do not qualify as “work-made-for-hire,” the Subrecipient hereby irrevocably
transfers, assigns and conveys exclusive copyright ownership in and to the Copyrightable
Materials to the City, free and clear of any liens, claims, or other encumbrances. The
Subrecipient shall retain no copyright or intellectual property interest in the
Copyrightable Materials. The Copyrightable Materials shall be used by the Subrecipient
for no purpose other than in the performance of this Agreement without the prior written
permission of the City. The City may grant the Subrecipient a license to use the
Copyrightable Materials on such terms as determined by the City and set forth in the
license.
(c) The Subrecipient acknowledges that the City may, in its sole discretion, register
copyright in the Copyrightable Materials with the United States Copyright Office or any
other government agency authorized to grant copyright registrations. The Subrecipient
shall fully cooperate in this effort, and agrees to provide any and all documentation
necessary to accomplish this.
(d) The Subrecipient represents and warrants that the Copyrightable Materials: (i) are wholly
original material not published elsewhere (except for material that is in the public
domain); (ii) do not violate any copyright law; (iii) do not constitute defamation or
invasion of the right of privacy or publicity; and (iv) are not an infringement, of any kind,
of the rights of any third party. To the extent that the Copyrightable Materials incorporate
any non-original material, the Subrecipient has obtained all necessary permissions and
clearances, in writing, for the use of such non-original material under this Contract,
copies of which shall be provided to the City upon execution of this Contract.
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(e) The Subrecipient shall promptly and fully report to the City any discovery or invention
arising out of or developed in the course of performance of this Agreement and the
Contractor shall promptly and fully report to the Government to make a determination as
to whether patent protection on such invention shall be sought and how the rights in the
invention or discovery, including rights under any patent issued thereon, shall be
disposed of and administered in order to protect the public interest.
(f) If the Subrecipient publishes a work dealing with any aspect of performance under this
Agreement, or with the results of such performance, the City shall have a royalty-free,
non-exclusive irrevocable license to reproduce, publish, or otherwise use such work for
City governmental purposes.
ARTICLE 16. HATCH ACT; LOBBYING; CONFLICTS OF INTEREST

[Applicable to Subrecipients.]
(a) Hatch Act: The Subrecipient agrees that no funds provided, nor personnel employed
under this Agreement, shall be in any way or to any extent engaged in the conduct of
political activities in violation of Chapter 15 of Title V of the U.S.C.
(b) Lobbying: The Subrecipient certifies, to the best of its knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of
it, to any person for influencing or attempting to influence an officer or employee
of any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any
Federal contract, the making of any Federal grant, the making of any Federal
loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract,
grant, loan, or cooperative agreement;
(2) If any funds other than Federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection
with this Federal contract, grant, loan, or cooperative agreement, it will
complete and submit Standard Form-LLL, “Disclosure Form to
Report Lobbying,” (which is available on the HUD website or here:
https://www.hudexchange.info/resources/documents/HUD-Form-Sflll.pdf) in
accordance with its instructions; and
(3) It will require that the language of this Article 16(b) be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative agreements) and that all sub-
subrecipients shall certify and disclose accordingly.
(4) This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction imposed
by 31 U.S.C. § 1352. Any person who fails to file the required certification shall
be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such failure.
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(c) Conflict of Interest: The Subrecipient agrees to abide by the provisions of 2 CFR §§
200.112 and 200.318(c) and 24 CFR § 570.611.
ARTICLE 17. SUSPENSION AND TERMINATION

[Applicable to Subrecipients.]
(a) The City may take enforcement action against a Subrecipient for non-compliance, as
described in 2 CFR §§ 200.339 and 200.340(a)(1) & (2), including suspension or
termination.
(b) The City may terminate for convenience pursuant to 2 CFR § 200.340(a)(3).
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FED. EXHIBIT 1
NOTICE TO BIDDERS
NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO ENSURE EQUAL

EMPLOYMENT OPPORTUNITY (EXECUTIVE ORDER 11246, as amended) FOR ALL HUD
COMMUNITY DEVELOPMENT FUNDED CONSTRUCTION CONTRACTS AND SUB-
CONTRACTS IN EXCESS OF $10,000.
1. The Offeror’s or Bidder’s attention is called to the “Equal Opportunity Clause” and the
“Standard Federal Equal Employment Opportunity Construction Contract Specifications” set
forth above.
2. The goals and timetables for minority and female participation, expressed in percentage terms
for the Contractor’s aggregate workforce in each trade on all Construction Work in the covered
area, are as follows:
Goals and Timetables for Minorities
Trade Goal (Percent)
Electricians .................................................................................... 9.0 to 10.2

Carpenters.................................................................................... 27.6 to 32.0
Steamfitters.................................................................................. 12.2 to 13.5
Metal Lathers............................................................................... 24.6 to 25.6
Painters ........................................................................................ 28.6 to 26.0
Operating Engineers .................................................................... 25.6 to 26.0
Plumbers ...................................................................................... 12.0 to 14.5
Iron Workers (structural .............................................................. 25.9 to 32.0
Elevator Constructors .................................................................... 5.5 to 6.5
Bricklayers .................................................................................. 13.4 to 15.5
Asbestos Workers ........................................................................ 22.8 to 28.0
Roofers .......................................................................................... 6.3 to 7.5
Iron Workers (ornamental) .......................................................... 22.4 to 23.0
Cement Masons ........................................................................... 23.0 to 27.0
Glazers ......................................................................................... 16.0 to 20.0
Plasterers ..................................................................................... 15.8 to 18.0
Teamsters .................................................................................... 22.0 to 22.5
Boilermakers ............................................................................... 13.0 to 15.5
All Other ...................................................................................... 16.4 to 17.5
Goals and Timetables for Women
From April 1, 1980 until the present ...................................................................6.9
These goals are applicable to all the Contractor’s Construction Work (whether or not it is Federal
or federally assisted) performed in the covered area. If the Contractor performs Construction
Work in a geographical area located outside of the covered area, it shall apply the goals
established for such geographical area where the work is actually performed. With regard to this
second area, the Contractor also is subject to the goals for both its federally involved and non-
federally involved Construction.
CDBG Rider Page 19

The Contractor’s compliance with the Executive Order and the regulations in 41 CFR Part 60-4
shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action
obligations required by the specifications set forth in 41 CFR 60-4.3(a), and its efforts to meet the
goals. The hours of minority and female employment and training must be substantially uniform
throughout the length of the contract, and in each trade, and the Contractor shall made a good
faith effort to employ minorities and women evenly on each of its projects. The transfer of
minority or female employees or trainees from Contractor to Contractor or from project to project
for the sole purpose of meeting the Contractor’s goals shall be a violation of the contract, the
Executive Order and the regulations in 41 CFR Part 60-4. Compliance with the goals will be
measured against the total work hours performed.
3. The Contractor shall provide written notification to the Director of the Office of Federal
Contract Compliance Programs within 10 working days of award of any Construction subcontract
in excess of $10,000 at any tier for Construction Work under the contract resulting from this
solicitation. The notification shall list the name, address and telephone number of the
subcontractor; employer identification number of the subcontractor; estimated dollar amount of
the subcontract; estimated starting and completion dates of the subcontract; and the geographical
area in which the contract is to be performed.
4. As used in this Agreement, the “covered area” is the City of New York.
CDBG Rider Page 20

FEDERAL EXHIBIT 2
CDBG Rider Page 21

FEDERAL EXHIBIT 2
Federal Labor Standards Provisions U.S. Department of Housing
and Urban Development
Office of Labor Relations
Ap pli ca bili ty
T h e Pro jec t o r P ro gram to whic h th e co nst ruct ion work (1) T he work t o be perf ormed by t he cl assi fic ati on
c ov ere d by t his co nt ract p ert ai ns is b e in g ass ist e d by the request ed is not perf orm ed by a c l assif ic ati on i n t he wage
Un it e d St at es of Am e ric a an d t he f ol lo win g F ed e ral Labor determi nati on; and
St a n da rds P rovis i ons a re incl u d ed i n t his Co nt ract p ursuant (2) T he cl assi fic ati on is uti liz ed in t he area by t he
t o t h e p rov isi o ns a pp lic a bl e t o s uc h F e de ra l as sist a nce. c onst ruc ti on i ndus try ; and
A. 1 . (i ) Minimum W ag es . A ll l a b o re rs an d m ec hanics (3) T he propos ed wage rat e, inc l udi ng any bona fi de
e m pl oy ed o r wo rk in g up o n th e s it e of t h e wo rk, will be pai d f ringe benef its, bears a reas onabl e rel ati ons hi p t o t he wage
u nc o n dit i on a lly a n d n ot l ess o fte n t ha n onc e a we ek, and rat es c ont ained in the wage determi nati on.
wit h o ut s u bse q u en t de d ucti o n o r reb at e o n a ny account
(e xce pt s uch p ayro ll d e du cti o ns as a re pe rm itt ed by (b) If t he c ontract or and t he l aborers and m ec hanics t o be
re g u la ti o ns issu e d by t he Sec ret a ry of L ab o r u n der t he em pl oy ed i n t he cl assi fic ati on (if k nown), or thei r
Co p e la n d Act (2 9 CFR P art 3 ), t he f ull amo u nt of wages repres entativ es, and HUD or its des i gnee agree on the
a n d b on a f id e f rin g e be n ef its (o r cas h eq u iva l en ts thereof ) cl ass ific at i on and wage rate (inc l uding t he am ount
d u e a t t im e of paym e nt com p ut ed at rat es n ot l ess than des i gnat ed f or f ri nge benefits where appro pri at e), a report
t h ose co nt ai n e d i n t h e wage de te rm i na ti o n o f t he Sec ret ary of the act i on t ak en shall be s ent by HUD or its des ignee t o
o f La b o r wh ic h is att ac he d h e ret o a nd m a d e a p a rt hereof, t he A dm i nist rat or of t he Wage and Hour Divisi on,
re g a rdl ess of a ny c on t rac tu a l re l ati o ns hi p wh ich may be Em ploy ment St andards A dm inist rati on, U.S. Departm ent of
a l le g e d t o ex ist b et wee n t he c o nt racto r an d s uc h l aborers Labor, Washi ngton, D C. 20210. T he A dm inist rat or, or an
a n d m ech a nics . Co nt rib ut io ns m a de o r c osts re as onably authorized repres entativ e, wi ll approv e, m odify , or
a n tic ip at e d f o r bo n a f i de fri n g e be n efi ts un d e r S ection l dis approv e ev ery addit i onal cl assi fic ati on act i on wi thi n 30
(b )(2 ) of t he Davis -B aco n Act o n b eh a lf of l a borers or day s of rec ei pt and s o advis e HUD or its des ignee or wil l
m ec ha n ics a re co ns id e red wa g es p ai d to suc h l ab o rers or notify HUD or its desi gnee wit hi n the 30 -day peri od t hat
m ec ha n ics, s ub j ect t o t h e p rovis i ons of 2 9 CF R additi onal t ime is nec essary. (Approv ed by the Office of
5 . 5 (a )(1 )(iv ); a ls o, re g ul a r co nt rib ut i ons m a de o r costs M anagem ent and Budget under O MB cont rol num ber 1215 -
i nc u rre d f o r m o re th a n a we ek ly pe rio d (b ut n ot less oft en 0140. )
t h an q ua rt e rly ) un d e r p la ns, f u nds, o r p rog rams , whic h (c) I n t he ev ent the cont ract or, the l aborers or
c ov er t h e p a rt icu l ar we ekly p e ri o d, a re d e em e d to be m ec hanics to be em pl oy ed i n the cl ass ific at ion or t hei r
c on st ruc tiv ely ma d e o r i nc u rre d d u ri n g s uc h we ek ly period. repres entativ es, and HUD or its desi gnee do not agree on
S uc h la b o re rs a n d mec h a nics s h al l b e p ai d th e a p p ropri at e t he propos ed cl ass ific at ion and wage rat e (i ncl udi ng t he
wa g e rat e a n d f ri n ge b en ef its on t h e wa g e det e rm i nat i on f or am ount desi gnated f or fri nge benefits , where appropri at e),
t h e cl assif ic ati o n o f work act u al ly p e rf o rm ed , wit ho ut r egard HUD or its des i gnee s hall ref er t he questi ons, i nc luding t h e
t o sk il l, exc e pt as prov id e d i n 2 9 CFR 5. 5(a )(4). L aborers vi ews of al l i nt erest ed parti es and the recommendati on of
o r m ec ha n ics pe rf o rm in g wo rk i n mo re t h a n one HUD or its desi gnee, t o t he A dm inist rat or f or det ermi nati on.
cl ass ific at i on m ay b e c om pe ns at e d a t th e rat e s pec if ied for T he Admi nis trat or, or an authorized represent at iv e, wil l
e ac h c l assif ic ati o n f o r t h e t im e act ua lly wo rk e d t herei n: iss ue a det erm inat i on withi n 30 days of recei pt and s o
P rovi d ed , Th at t h e em p loye r’s pay rol l rec o rds acc urat ely adv is e HUD or its desi gnee or wi ll not ify HUD or its
s et f o rt h th e t im e sp e nt i n ea ch c l assif ica ti o n i n wh ich work des i gnee wit hi n the 30 -day peri od t hat addi ti onal t ime is
is p e rf orme d. T h e wa g e det erm i nat i on (inc l ud i ng any nec ess ary. (A pprov ed by t he O ffic e of M anagem ent and
a d d iti o n al c l assif ica ti o n and wa g e rat es c on fo rm e d under B udget under OMB Cont rol Num ber 1215 -0140. )
2 9 CF R 5 .5 (a )(1 )(ii ) a n d t h e Dav is -Bac o n p ost e r (WH -1321) (d) T he wage rate (inc l udi ng f ri nge benefits where
s ha ll b e p ost ed at a ll t im es by t h e c o nt ract or and its appropri at e) det ermi ne d purs uant to s ubparagraphs
s ub co nt ract o rs at t he sit e o f t h e work i n a p rom i nent and (1)(ii )(b) or (c ) of this paragraph, shall be paid to al l
a cc essi bl e, pl ace whe re it c an be e asily s e en by t he work ers performi ng work in t he cl assi fic ati on under t his
wo rk e rs. c ont rac t f rom the f i rst day on whic h work is perform ed i n
(ii) (a ) A ny cl ass o f la b o rers o r m ec h an ics wh ich is not t he cl ass ific at ion.
l ist e d i n t he wa ge d et erm in at i on a nd whic h is to be (iii) Whenever the m i nim um wage rat e pres c ri bed i n t he
e m pl oy ed u n d er th e c o nt ract s h al l b e c lass if ied in c ont rac t for a cl ass of laborers or m echanics i ncl udes a
c on fo rma nc e wit h t h e wag e d et e rm inat io n. HUD s hall f ringe benefi t whic h is not ex press ed as an hourly rat e, t he
a p p rov e a n a d dit io n al c l assi fic at io n a nd wa g e rat e and c ont rac tor s hal l ei ther pay the benefi t as st at ed in t he wage
f rin g e b e n efits th e ref or o nly wh en t h e f ol lo win g c ri teri a determi nati on or s hal l pay anot her bona fi de f ri nge benefit
h av e b e en m et: o r an hourly c as h equival ent t hereof .
Previous editions are obsolete Page 1 of 5 form HUD-4010 (06/2009)

ref. Handbook 1344.1
(iv) If t h e co nt ract o r d o es n ot ma ke p aym en ts to a trust ee responsi ble, and t hat t he plan or program has been
o r ot he r th i rd pe rs o n, t h e co n t ract o r may co ns id e r as part c omm unic at ed i n writi ng to t he l aborers or mec hanics
o f t h e wa g es o f a ny la b o re r o r m ech a nic t h e am ou nt of any aff ect ed, and records which show t he cos ts ant ici pated or
c osts re as o na bly a ntic i pa ted i n p rovi di n g b on a f i de f ringe t he ac tual cos t i nc urred i n provi di ng s uch benefi ts .
b e n ef its u nd e r a pl a n o r p rog ram, P rov i de d, T hat t he Contract ors empl oyi ng apprent ices or t rainees under
S ec reta ry of L a bo r has f o un d , u p on t h e wri tte n re quest of approv ed programs s hal l mai nt ai n wri tten evi dence of t he
t h e co nt ract o r, t hat t h e a p pl ic ab l e sta n d a rds of t he Davis - regist rati on of apprentic es hi p programs and c erti fic ati on of
B ac on Act h av e be e n m et . T h e S ec re ta ry of L abor m ay t rai nee programs, t he regist rati on of the apprent ic es and
re q u ire t h e co nt ract or t o se t as i de in a se p a ra te account t rai nees, and t he rati os and wage rat es presc ri bed i n t he
a ss ets fo r t h e m eet i ng of ob li g ati o ns u n d e r th e pl an or applic abl e programs . (A pprov ed by t he Off ice of
p ro g ram. (Ap p rove d by th e Off ice of M an a g em ent and M anagem ent and Budget under OMB Cont rol Numbers
B u dg et u n de r OMB Co nt rol Nu m be r 1 2 15 - 0 14 0. ) 1 2 1 5 -0140 and 1215 -0017.)
2. W i thh old ing . HUD or its de si g ne e s ha ll u po n its own (ii) (a) T he c ontract or s hal l submi t week ly f or eac h week
a cti o n o r u p o n wri tt en re q ues t of a n au thoriz ed i n which any cont ract work is performed a c opy of all
re p res en ta tiv e o f th e De pa rtm e nt of L ab o r wit h hol d or pay rolls t o HUD or its designee if t he agency is a party t o
c au se t o b e wit h he l d f ro m th e c o nt ract o r u n d er th is c ont ract t he c ont rac t, but if the agenc y is not s uc h a party, the
o r a ny ot h er F e de ra l co n t ract wit h t he s am e prim e c ont rac tor wil l s ubm it t he pay rolls t o t he appl icant s ponsor,
c on t rac to r, or any ot her F ed e ra lly -assist e d c o nt ract s ubj ect or owner, as the cas e may be, f or t ransmiss i on t o HUD or
t o Davis -B ac on p rev ail i ng wa g e re qu i reme nts , wh ich is hel d i ts desi gnee. T he pay rol ls s ubm itt ed s hal l s et out
b y t h e s am e p rime c on tract o r s o muc h o f t h e acc rued acc urat ely and c om pletely al l of t he i nf orm ati on requi red t o
p ay me nts o r adv a nc es as m ay be c o nsi d e re d n ecess ary t o be mai nt ai ned under 29 CF R 5. 5(a)(3)(i ) exc ept t hat
p ay l a b ore rs a n d m ec ha n ics, i ncl u di n g a pp rentic es, f ul l s oci al sec uri ty numbers and hom e address es shall
t rai n e es an d h el p e rs, em plo ye d by t h e c o nt ract or or any not be i nc luded on weekly transm itt als . I nst ead t he
s ub co nt ract o r t he f ull a mou n t of wa g es req u i re d by t he pay rolls s hal l only need t o i ncl ude an i ndiv idual ly
c on t rac t I n t h e ev en t of f ai l u re t o pay any l a borer or i denti fyi ng num ber f or each em pl oy ee (e. g., t he last four
m ec ha n ic, i ncl u di ng any a p p re ntic e, t ra i ne e o r helper, di gi ts of t he empl oyee’ s s oci al s ec urity num ber) . T he
e m pl oy ed o r wo rk in g on t h e si te of t h e wo rk, al l o r part of required weekly pay rol l i nform ati on m ay be s ubmi tt ed in
t h e wag es re q ui re d by t h e c o nt ract, HUD o r its d esignee any f orm des i red . O pti onal Form W H -347 is avail abl e f or
m ay, aft e r writt e n not ic e t o t he c o nt ract or, spons or, t his purpose f rom t he Wage and Hour Divis ion Web site at
a p p lic a nt, or o wn e r, t ak e su ch act io n as m ay be n ecess ary htt p://www. dol. gov/ esa/whd/f orms/w h347i nst r. ht ml or its
t o c a us e t h e s us p ens i on of a ny fu rt h e r p aym ent, a dv ance, s ucc essor s ite . T he pri me c ont rac tor is res pons ibl e f or t he
o r g u a ra nt e e o f fu n ds u nt il s uc h vi ol at i o ns h ave c eas ed . s ubmiss ion of copies of pay rolls by all s ubc ontract ors .
HUD o r its d esi g ne e m ay, aft e r wri tte n n otic e to t he Contract ors and s ubc ont ract ors s hall m ai nt ai n the full
c on t rac to r, dis b urs e s uch a mo u nts wit h he l d f o r and o n s oci al s ec urity num ber and c urrent address of eac h c overed
a cc ou nt o f t h e c o nt ract or or s u bc on t ract o r t o t h e res pect ive work er, and shall prov i de them upon request t o HUD or its
e m pl oy ees to who m t hey a re d u e . T h e Com pt rol l e r G eneral des i gnee if t he agency is a party to t he c ont rac t, but if the
s ha ll m ak e s uc h d isb u rs eme n ts in t h e c as e of di rect Davis - agency is not s uch a party, t he cont ract or wil l s ubmit t he
B ac on Act c o nt rac ts. pay rolls t o t he appl icant spons or, or own er, as t he c as e
m ay be, f or t ransm issi on t o HUD or i ts des i gnee, t he
3. (i ) P ay ro lls a nd Ba si c Rec o rd s . P ay ro lls a nd basic
c ont rac tor, or t he Wage and Hour Div isi on of t he
re co rds rel ati n g t h eret o s ha ll b e m ai nt ai n e d by t he
Departm ent of Labor f or purpos es of an i nves ti gati on or
c on t rac to r d u ri n g t h e c o urse of th e wo rk p res e rv e d for a
audit of c om pl i anc e wit h prevail i ng wage requi rem ents . It
p e ri od o f t h re e y e a rs t he re aft e r fo r a ll l ab o re rs and
is not a vi ol at i on of t his s ubparagraph f or a pri me
m ec ha n ics wo rk in g at th e si te of t he wo rk . S uc h records
c ont rac tor t o require a s ubc on t rac tor t o prov i de address es
s ha ll co nt a in th e n am e, a dd ress, a n d soc i al s ec urity
and soc i al s ec urity num bers to t he prim e c ont rac tor for its
n u mb e r o f e ach s uch wo rk e r, his o r he r correct
own records, wit hout weekly s ubmiss i on t o HUD or its
cl ass ific at i on, ho u rly rat es of wa g es pa i d (i ncl u di n g rat es of
des i gnee. (A pprov ed by the Of fic e of M anagem ent and
c on t ri b ut i o ns o r cos ts a ntic i pa te d f o r b on a fi d e f ringe
B udget under OMB Cont rol Num ber 1215 -0149. )
b e n ef its o r cas h eq u iva l ents t he re of of t h e typ es d esc ri bed
i n Sec ti o n l (b )(2)(B ) o f t he Davis -b aco n Act ), d ai ly and (b) E ac h pay roll subm itt ed s hal l be acc om panied by a
we ek ly n um be r of ho u rs wo rk e d, d e duc ti o ns m a de and “St at em ent of Com pli ance,” si gned by t he c ont ract or or
a ct ua l wa g es p a id . W he n ev e r th e S ec reta r y of L abor has s ubcont ract or or his or her agent who pays or supervis es
f o un d u nd e r 2 9 CF R 5. 5 (a)(1 )(iv ) th at t h e wa g es of any t he pay ment of t he pers ons em pl oy ed under t he c ontract
l a b o re r o r m ec ha n ic inc l ud e t h e am o un t of a ny costs and s hal l c erti fy t he f ol lowing:
re as o n ab ly an tici p at e d i n pro vi di n g be n ef its un d e r a plan or
(1) T hat the pay rol l f or the pay roll period cont ai ns t he
p ro g ram d esc ri b e d in S ect io n l (b )(2 )(B ) o f t h e Davis -
i nf orm at ion required t o be provi ded under 29 CF R
B ac on Act, t h e c on t ract o r s h al l m ai nt ai n rec ords whic h
5. 5(a)(3)(ii ), the appropri at e i nf orm at ion is bei ng
s ho w t h at t h e co mmi tme nt t o p rov i de s uc h b e n efi ts is
m ai nt ained under 29 CFR 5. 5(a)(3)(i ), and t hat s uc h
e n fo rc e a bl e, th at t h e pla n o r p rog ram is fi n anci ally
i nf orm at ion is c orrect and com pl et e;

(2) T h at eac h la b o re r o r m ech an ic (i nc lu d in g eac h h el per, em pl oy ed as st at ed abov e, s hall be pai d not less t han the
a p p re ntic e, a n d t rai ne e ) em pl oy e d on th e c o nt ract duri ng applic abl e wage rat e on the wage det ermi nati on f or t he
t h e p ay roll p e ri o d h as b ee n p ai d t he f ul l we ekly wages cl ass ific at i on of work act ual ly perf orm ed . In addi ti on, any
e a rn e d, wit h ou t re b at e, e it he r d i rec tly o r i nd i rectly, and t hat apprentic e perf ormi ng work on t he job sit e i n exc ess of the
n o d e duct i ons h ave b ee n ma d e eit h e r d i rec tly or in di rect ly rati o permi tted under the regist ered program shall be pai d
f rom t h e fu ll wa ges e arn e d, ot h e r th a n pe rm issi ble not less t han the appl icabl e wage rat e on the wage
d e d uct io ns as s et fo rt h i n 29 CF R P a rt 3; determi nati on for t he work ac tually perf orm ed . Where a
c ont rac tor is perf ormi ng cons t ruc ti on on a proj ect in a
(3) T h at e ac h l a bo re r o r m ec han ic h as b ee n p ai d n ot less
l oc al ity ot her t han that i n whic h its program is registered,
t h an t h e ap p lic a bl e wage ra t es a nd f ri n ge be n ef its or c as h
t he rati os and wage rat es (express ed i n perc ent ages of t he
e q u iva l en ts f o r t h e cl ass ific at i on o f wo rk p e rf o rm ed, a s
j ourney man’ s hourly rat e) s pecif ied i n t he c ont rac tor’s or
s pe cif ie d i n th e a p pl ica b le wa g e d et e rm in at io n i nc orporat ed
s ubcont ract or’s regist ered program shall be obs erv ed .
i nt o th e c o nt ract.
Ev ery apprentic e m ust be pai d at not less than t he rat e
(c) T h e week ly s u bmiss io n o f a p ro p e rly ex ec ut ed s pecif ied i n t he regis tered program f or t he apprentic e’s
c e rtif ic ati o n s et f o rt h o n t he reve rs e s id e of O pti o n al F orm l ev el of progress, ex press ed as a perc entage of t he
W H-3 4 7 sh a ll s atis fy t he req u i rem ent fo r s u bm issi o n of t he j ourney men hourly rat e specif i ed in the applic abl e wage
“St at em e nt of Co mp li a nce ” re qu i re d by s ub p a ragraph determi nati on. A pprent ic es s hal l be pai d fri nge benef its in
A. 3 (i i )(b ). acc ordance wit h t he provis i ons of t he apprentic es hi p
(d) T h e f a lsif ic ati o n of a ny of t he a bov e c e rt ific at ions may program. If the apprent ic es hi p program does not s peci fy
s ub j ect t he c o nt rac to r o r su bc o nt ract o r to c ivi l o r c rim inal f ringe benef its, apprentic es m ust be paid t he f ul l am ount of
p ros ec ut io n u n de r S ecti o n 10 0 1 o f T it le 18 a n d Sect i on 231 f ringe benefi ts lis ted on the wage det ermi nat ion f or t he
o f Tit le 3 1 of th e Uni te d S tat es Cod e. applic abl e cl ass ific at ion . If t he A dmi nist rator det ermines
t hat a di ff erent pract ic e prev ai ls f or t he appl icabl e
(iii) T h e c on t ract o r o r s ubc on t racto r s h al l m ak e t he apprentic e cl ass ific at ion, f ri nges shal l be paid in
re co rds re qu i re d u n de r sub p a ra gra p h A. 3 (i ) av a il abl e f or acc ordance wit h t h at det erm inat i on . I n t he ev ent t he O ffic e
i ns p ecti o n, co py in g, or t ra nsc ri pt i on by au thoriz ed of A pprent ic eshi p T rai ning, E mpl oyer and Labor S erv ic es,
re p res en ta tiv es of HUD o r i ts d es ig n e e o r t h e De p artm ent or a St at e Apprentic es hi p Agency recogniz ed by t he Off ice,
o f L a bo r, an d sh a ll p erm it su c h rep res en ta tiv es to i nt ervi ew wit hdraws approv al of an apprentic es hi p program, t he
e m pl oy ees d u rin g wo rki n g h o urs o n th e j ob . If t he c ont rac tor wil l n o longer be permi tt ed t o u t il ize apprentic es
c on t rac to r o r s u bc ont ract or f a ils to su bm it t h e requi red at l ess t han t he applic abl e predet ermi ned rat e f or t he work
re co rds o r t o m ak e t h em a va il a bl e, HUD o r its des ignee perform ed unti l an acc ept abl e program is approv ed.
m ay, aft e r writt e n not ic e t o t he c o nt ract or, spons or,
a p p lic a nt o r o wn er, t ak e s uc h act io n as m ay b e n ec ess ary (ii) T r ain ees. Exc ept as provi ded i n 29 CF R 5.16,
t o c a us e t h e s us p ens i on of a ny fu rt h e r p aym ent, a dv ance, t rai nees wi ll not be permitt ed t o work at less t han t he
o r g u a ran te e of f un ds . F urt h ermo re, f a il u re t o s ubm it t he predet ermi ned rate f or t he work perf orm ed unl ess t hey are
re q u ire d rec o rds u p on requ es t o r t o m ak e suc h records em pl oy ed pursuant t o and i ndiv idual ly regist ered in a
a va il a bl e m ay b e g ro un ds fo r d e b arme n t act io n p u rsuant t o program whic h has rec eiv ed pri or approv al, ev i denc ed by
2 9 CF R 5. 12 . f orm al c ertif ic ati on by t he U. S . Depart ment of Labor,
Em ploy ment and T rai ning A dmi nis t ra t i on. T he rat io of
4. Ap pr en ti c e s and T ra in ee s. t rai nees to j ourney men on the job si te s hal l not be great er
(i) Ap pr en ti c e s. A pp re ntic es wil l be p e rm itt e d t o work t han permi tt ed under t he plan approv ed by the Em ploym ent
a t less t ha n t h e p red et e rm in e d rat e f o r t h e wo rk t hey and T raini ng A dm inist rati on. Ev ery trainee m ust be paid at
p e rfo rm e d wh en t hey are em pl oy e d pu rs u a nt t o and not l ess t han t he rat e s pec ifi ed i n the approved program f o r
i n div i du a lly re gist e re d i n a b o na fi d e a pp re nticeshi p t he t rai nee’ s l evel of progress, ex press ed as a perc ent age
p ro g ram re gis te re d wi th th e U.S. De p a rtm e nt of Labor, of the j ourneym an hourly rat e s pecif i ed i n t he applicabl e
A dm in ist rati o n, Off ic e of App re nt ic esh i p T rai n in g, Em ployer wage det ermi nati on. T rai nees s hall be pai d f ringe benefi ts
a n d L a bo r S e rvic es, o r wit h a St at e A p p re nt ices h ip A genc y i n accordanc e wit h t he prov isi ons of t he t rainee program . If
re co g niz e d by t h e O ffic e, or if a pe rs o n is em pl oy ed in his t he t rai nee program does not ment ion f ri nge benef its,
o r h e r f i rst 9 0 d ays of pro b at i on a ry em p loy ment as an t rai nees s hall be pai d t he full am ount of f ringe benefi ts
a p p re ntic e i n s uch a n a p p re n tic es hi p p rog ram, wh o is not l ist ed on t he wage determinati on unl ess the A dmi ni st rat or
i n div i du a lly reg ist e re d in th e p ro gram , b ut who h as been of t he Wage and Hour Div isi on determ i nes that t here is an
c e rtif i ed by t h e O ffic e of A pp re nt ic esh i p T rai n in g, Em ployer apprentic es hi p program associ at ed wit h t he c orres pondi ng
a n d L a bo r Se rv ices o r a St at e A p p rent ic esh i p A genc y j ourney man wage rat e on t he wage determ i nati on whic h
(wh e re ap p ro pri at e) t o b e e li g ib l e f o r p ro b ati onary prov i des f or l ess t han f ull f ringe benefits f or apprent ic es .
e m pl oym e nt as a n a pp re nt ice . T he a ll o wab l e rati o of A ny em ploy ee list ed on the pay rol l at a t rai nee rate who is
a p p re ntic es to j o u rn eym e n o n th e j ob si te i n a ny c raft not regist ered and part ici pat ing i n a t rai ni ng pl an approv ed
cl ass ific at i on sh a ll n ot b e g re at e r t h a n t h e ra ti o p ermi tt ed by th e Em ploym ent and Trai ni ng Admi nis trat i on s hall be
t o t he c o nt rac to r as t o the e nt i re wo rk fo rc e u n der t he pai d not l ess than t he appl ic abl e wage rat e on t he wage
re g ist e re d p ro g ra m . A ny wo rke r l ist ed on a p ay ro ll at an determi nati on f or t he work act ually perf orm ed . I n addit ion,
a p p re ntic e wa g e rat e, wh o is n ot re gis te re d o r ot herwis e any trainee perf orm ing work on t he j ob sit e i n excess of t he

ra ti o p e rmi tte d u n de r th e re g ist e red p ro g ram sh a ll be pai d (ii) No part of this c ont rac t s hal l be s ubc ont ract ed t o any
n o t less t ha n th e a p pl ica b l e wag e rat e o n th e wage pers on or fi rm i nel i gi bl e f or award of a G overnm ent contract
d e te rmi na ti o n f o r t h e wo rk act u al ly pe rf o rm e d . In t he ev ent by v i rtue of S ect ion 3(a) of t he Davis -B ac on Act or 29 CF R
t h e E mp l oyme nt an d T rain i n g A dm i nist rat io n wit hdraws 5. 12(a)(1) or t o be awarded HUD c ont racts or partic ipate in
a p p rov al o f a t ra in in g p ro g ra m, t he c ont ract o r wil l no longe r HUD programs purs uant t o 24 CF R P art 24 .
b e p e rm itt e d t o uti liz e tra ine es a t l ess th a n t h e ap plicabl e
(iii) T he penal ty for mak i ng f alse st at em ents is presc ri bed
p re d et e rmi n e d rat e f o r th e wo rk p e rf o rm e d u nt il an
i n t he U.S. Crim i nal Code, 18 US C 1001 . A ddit i onally, U.S.
a cc ept a bl e p rog ram is a pp ro ve d.
Crim i nal Code, S ecti on 1 01 0, Tit l e 18, US C, “F ederal
(iii) E qu al Emplo ym en t O ppo r tu ni ty . T he uti liz at ion of Hous i ng A dmi nist rati on t rans act i ons ”, prov i des i n part:
a p p re ntic es, t rai n e es a n d j ou rn eym e n u n d e r 2 9 CF R P art 5 “Whoever, f or the purpos e of …i nf luenci ng i n any way the
s ha ll b e in c o nf ormity wit h th e eq u al em pl oym ent acti on of s uc h A dmi nist ra tion…m ak es, utt ers or publ is hes
o p p o rt u nity re q ui rem e nts o f Ex ec ut ive O rd e r 11 246, as any st at em ent k nowi ng t he s am e t o be f alse…s hall be fi ned
a m en d e d, a nd 2 9 CF R Pa rt 3 0 . not m ore t han $5, 000 or i mpris oned not m ore than t wo
y ears , or bot h. ”
5. Com pli an c e wi th Cop el and Ac t Req uir em en ts . The
c on t rac to r s ha ll c om ply with t he re qu i re ments of 29 CF R 11. Com plain ts, Pr oceedi ngs, or T estimo n y by
P a rt 3 whic h a re i n c orp o rat ed by re fe re nc e i n t h is c ont ract Emp lo yees. No l aborer or m ec hanic t o whom t he wage,
s al ary, or ot her l abor st andards prov isi ons of t his Contract
6. S ub con tr ac ts. T h e c o nt ra ct o r or su bc o nt ractor wil l
are appl ic abl e s hal l be disc harged or i n any ot her m anner
i ns e rt i n a ny s ubc o nt racts t he cl a uses cont a ined i n
disc rimi nat ed agains t by the Cont ract or or any
s ub p a rag ra phs 1 t h roug h 11 i n t his p a rag ra ph A a nd s uc h
s ubcont ract or bec ause s uc h empl oyee has fi l ed any
o t he r cl a us es as HUD o r its d es ig n e e may by a p p ropri at e
c om pl ai nt or i nst it ut ed or c aus ed t o be ins tit ut ed any
i nst ruct io ns re q ui re, a n d a co py of th e ap p lic ab l e p revail i ng
proc eedi ng or has t esti fi ed or is about t o tes tify i n any
wa g e d ec isi o n, and als o a cl a use req u iri ng t he
proc eedi ng under or relati ng t o the l abor s tandards
s ub co nt ract o rs t o i ncl u d e th es e c l aus es in a ny lo wer t i er
applic abl e under t his Cont ract to his em pl oy er.
s ub co nt racts . T he p ri me con t racto r s h al l b e res p on si ble f or
t h e c om pl i anc e by a ny su bc o nt rac to r or l o wer ti er B. Co ntr act Wor k Hou r s and S afety Stand ar ds Act .
s ub co nt ract o r wit h a ll th e c o nt ract cl a uses i n t his T he prov isi ons of this paragraph B are appl icabl e where t he
p a ra g ra p h. am ount of t he prim e cont ract exceeds $100,000. As used
i n t his paragraph, t he terms “laborers ” and “m ec hanics ”
7. Co ntr a ct T e rmin a tio n ; Deba rm en t . A b reac h of t he
i nc lude watc hm en and guards.
c on t rac t cla us es i n 2 9 CF R 5. 5 may b e g rou nds f or
t e rmi n at io n of th e c on tract an d f o r d e ba rm e nt as a (1) O ver time Req ui rem en ts . No cont ract or or
c on t rac to r a n d a su bc o nt ract o r as p rov i de d in 2 9 CFR 5.12. s ubcont ract or cont ract ing for any part of the c ont rac t work
whic h m ay requi re or inv olve t he em pl oym ent of l aborers or
8. Com pli an c e wi th Da vi s -Ba c on a nd Rel a ted Act
m ec hanics s hal l requi re or perm it any suc h l aborer or
Re qu ir em en ts. A ll rul i ngs a n d i nt erp ret ati o ns of t h e Davis -
m ec hanic in any work week in whic h t he indiv i dual is
B ac on a nd Rel at e d Acts co n ta i ne d i n 29 CF R P a rts 1, 3,
em pl oy ed on s uc h work t o work i n exc ess of 40 hours i n
a n d 5 a re he re in i nco rp ora te d by ref e re nce i n t his co nt ract
s uc h work week unl ess s uch laborer or m echanic rec eiv es
9. Di sp ute s Co nc e rni ng L a bo r S tan da rd s . Disput es c om pens at ion at a rat e not l ess t han one and one -half
a ris in g ou t of t h e l ab o r st and a rds prov isi o ns of t h is contract t im es t he basic rat e of pay for al l hours worked i n exc ess of
s ha ll n ot b e s ub j ect to t h e g e n e ral dis p utes c la us e of t his 40 hours i n s uc h workweek.
c on t rac t . S uch dis p ut es sh a ll be reso lv ed i n acc ordanc e
(2) Vi ol atio n; Li abil ity fo r Un p aid Wag es; Liqu id ated
wit h th e p roce d u res o f t he De p a rtm e nt of L a bo r s et fort h in
Damages. I n t he ev ent of any v i ol at ion of t he cl aus e s et
2 9 CF R P a rts 5, 6, a n d 7 . Dis p ut es wit hi n th e m e ani ng of
f ort h i n subparagraph (1) of t his paragraph, the c ontract or
t his cl a use i ncl u d e dis p utes b et we e n t h e c o nt rac to r (or any
and any s ubc ont ract or res pons i bl e t herefor s hal l be liabl e
o f its s u bc ont ract o rs ) a nd HUD or its d es ig n e e, t he U.S.
f or t he unpai d wages . I n addit ion, s uc h c ont rac tor and
De p a rtm e nt of La b o r, o r t he em pl oy e es o r t he i r
s ubcont ract or s hal l be li able to t he Uni ted St at es ( in t he
re p res en ta tiv es.
c as e of work done under c ont rac t f or t he Dist rict of
10. (i ) Ce r ti fi ca ti on o f Elig ibili ty . By e nt e ri n g into t his Col um bi a or a t errit ory, to such Dist rict or t o s uc h t erritory),
c on t rac t t h e c o nt rac to r ce rt ifi es th at ne it he r it (n o r he or f or l iquidat ed dam ages . Suc h l iqui dat ed dam ages s hal l be
s he ) n o r a ny pe rso n o r fi rm wh o has an i nt e rest in the c om puted wit h respect to each i ndivi dual l aborer or
c on t rac to r’ s fi rm is a pe rso n o r f irm in e li gi b le to be m ec hanic, inc l udi ng watc hm en and guards , em pl oy ed in
a wa rd ed G ove rnm e nt co nt ra cts by vi rt ue of S ect io n 3(a) of vi olati on of t he cl ause s et fort h i n subparagraph (1) of t his
t h e Dav is -B aco n Ac t or 2 9 CF R 5. 1 2 (a )(1 ) or t o b e a warded paragraph, i n t he s um of $10 f or eac h c alendar day on
HUD co nt racts o r p artic ip ate i n HUD p ro g rams pu rs uant t o whic h suc h i ndiv i dual was requi red or permi tt ed t o work i n
2 4 CF R P a rt 2 4. exc ess of t he standard work week of 40 hours wit hout
pay ment of t he ov ert im e wages requi red by t he c lause set
f ort h i n s ub paragraph (1) of t his paragraph.

(3) W i thh old ing fo r Unp ai d W a ge s and Liq uid ated
Da ma ge s. HUD o r its desi g n ee s h al l up o n i ts o wn act ion
o r up o n writt e n req u est of a n a ut h o ri z e d re p res ent at ive of
t h e De p a rtm e nt of L ab o r wit h ho l d or ca us e t o b e wit hhel d,
f rom a ny m o neys p aya b le on acc o un t of work p erfo rm ed by
t h e c o nt rac to r o r subc o nt ract o r u nd e r a ny s uc h c o nt ract or
a ny ot h er F e d era l c o nt ract wit h t he s am e p ri me c on t ract, or
a ny ot h e r F e d era lly -assist e d co nt ract s u bj ect t o t he
Co n tract W o rk Ho u rs a nd S af ety St an d a rds Act which is
h e l d by t h e sam e prim e con t racto r s uc h sums as m ay be
d e te rmi ne d to be n ec ess ary to sa tisfy a ny li a bi lit i es of s uc h
c on t rac to r o r s ubc o nt ract o r f o r u n pa i d wa ges an d l i qui dat ed
d a ma g es as p rovi d ed in t he c la us e se t forth i n
s ub p a rag ra ph (2 ) of th is p ara g ra p h.
(4) S ub con tr ac ts. Th e c on t ract o r or s u bc on tract or s hall

i ns e rt i n a ny s u bc ont racts t he cl a us es s et f orth i n
s ub p a rag ra ph (1 ) t h ro u g h (4 ) o f th is pa ra g ra p h an d als o a
cl a us e re qu i ri n g t h e su bc on t rac to rs t o inc l ud e t hese
cl a us es i n a ny lo we r tie r s u bco nt racts . T he pri me
c on t rac to r s ha ll b e res p on si bl e f or co mp li a nc e by any
s ub co nt ract o r o r l o we r t ie r su bc o nt rac to r wit h t h e c lauses
s et fo rth i n su b p a ra g r aph s (1 ) th ro ug h (4 ) of t his
p a ra g ra p h.
C. He a lth a nd S a fety . T h e pro vis io ns of t his p aragraph
C are app lic a bl e whe re t he a mo u nt of t h e p rim e cont ract
e xc ee ds $ 10 0, 0 0 0.
(1) No l a bo re r or mec h a nic s ha l l b e re qu i re d t o work i n
s u rro u nd i ngs o r u n d e r wo rk i ng c o nd it io ns wh ic h are
u ns a ni ta ry, h aza rd ous , o r d a n ge ro us to his he al th and
s af ety as d et e rmi n e d u n d er c ons truct i on s af ety a nd healt h
st a nd a rds p rom ul g ate d by th e Sec ret a ry of L a bor by
re g u la ti o n.
(2) T h e Co nt ract o r sh al l com ply with al l re g ul at i ons
iss u e d by t he S ec ret a ry o f L a b o r p u rs ua nt t o Tit l e 29 P art
1 9 2 6 a n d fa il u re to c om ply m ay res ult i n im p osi ti on of
s an cti o ns pu rs u an t t o t h e Co n t ract W o rk Hou rs a n d S af ety
St a n da rds Act, (Pu b lic L aw 9 1 -5 4, 8 3 St at 96 ) . 40 US C
3 7 0 1 et s e q.
(3) T h e Co nt rac to r sh a ll i ncl ud e t h e p rov isi o ns of this
p a ra g ra p h in ev e ry s u bco ntra ct s o t h at s uch p rovis i ons wi ll
b e b in d in g o n e ac h s ubc on t racto r . T he c o nt ract or s hall
t ak e s uc h act io n wit h res pe ct to any su bc ont racto r as the
S ec reta ry o f Ho us in g a nd Urb a n Dev el o pme nt or t he
S ec reta ry of L ab o r s ha ll di rect as a m ea ns of enforci ng
s uc h p rov isi o ns.

UNIFORM FEDERAL CONTRACT PROVISIONS RIDER
FOR FEDERALLY FUNDED PROCUREMENT CONTRACTS
(Version 01.20.2021)
[Instructions to Agencies: This Uniform Federal Contract Provisions Rider for Federally Funded
Procurement Contracts (“Rider”) must be attached to all federally funded procurement contracts (of
any dollar amount) that are subject to 2 CFR Part 200 (Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards). This Rider does not apply to subrecipient or
subaward agreements. Procurement contracts funded by HUD’s CDBG Program, CDBG-DR Program,
or by FEMA must also include the program-specific rider.]
A. Definitions. As used in this Rider:
(1) “Awarding Entity” means the entity awarding the Contract. The Awarding Entity may be
the City or a contractor at any tier.
(2) “City” means the City of New York.
(3) “Commissioner” means the head of the City agency entering into this Contract.
(4) “Construction” means the building, rehabilitation, alteration, conversion, extension,

demolition, painting or repair of any improvement to real property.
(5) “Contract” refers to the contract or the agreement between the Awarding Entity and the
Contractor.
(6) “Contractor” means the entity performing the services pursuant to a Contract.
(7) “Federal Agency” means the U.S. agency or agencies funding this Contract in whole or in
part.
(8) “Government” means the U.S. government.
(9) “Rider” means this Uniform Federal Contract Provisions Rider.
B. Termination and Remedies for Breach of Contract. The following provisions concerning
remedies for breach of contract and termination apply to Contracts between the City and the
City’s Contractor.
(1) Remedies for Breach of Contract. If the Contractor violates or breaches the Contract,
the City may avail itself of any or all of the remedies provided for elsewhere in this
Contract. If there are no remedies provided for elsewhere in this Contract, the City may
avail itself of any or all of the following remedies.
After declaring the Contractor in default pursuant to the procedures in paragraph (a) of
subdivision (2) of this section (B) below, the City may (i) withhold payment for
unsatisfactory services, (ii) suspend or terminate the Contract in whole or in part; and/or
(iii) have the services under this Contract completed by such means and in such manner,
by contract procured with or without competition, or otherwise, as the City may deem
advisable in accordance with all applicable Contract provisions and law. After
Uniform Federal Contracts Provisions Rider Page 1

completion of the services under this Contract, the City shall certify the expense incurred
in such completion, which shall include the cost of procuring that contract. Should the
expense of such completion, as certified by the City, exceed the total sum which would
have been payable under the Contract if it had been completed by the Contractor, any
excess shall be promptly paid by the Contractor upon demand by the City. The excess
expense of such completion, including any and all related and incidental costs, as so
certified by the City may be charged against and deducted out of monies earned by the
Contractor.
(2) Termination. The City shall have the right to terminate the Contract in whole or in part
for cause, for convenience, due to force majeure, or due to reductions in federal funding.
If the Contract does not include termination provisions elsewhere, the following
termination provisions apply:
a. Termination for Cause. The City shall have the right to terminate the Contract,
in whole or in part, for cause upon a determination that the Contractor is in
default of the Contract. Unless a shorter time is determined by the City to be
necessary, the City shall effect termination according to the following procedure:
i. Notice to Cure. The City shall give written notice of the conditions of
default signed by the Commissioner, setting forth the ground or grounds
upon which such default is declared (“Notice to Cure”). The Contractor
shall have ten (10) days from receipt of the Notice to Cure or any longer
period that is set forth in the Notice to Cure to cure the default. The
Commissioner may temporarily suspend services under the Contract
pending the outcome of the default proceedings pursuant to this section.
ii. Opportunity to be Heard. If the conditions set forth in the Notice to Cure
are not cured within the period set forth in the Notice to Cure, the
Commissioner may declare the Contractor in default. Before the
Commissioner may exercise his or her right to declare the Contractor in
default, the Contractor must be given an opportunity to be heard upon
not less than five (5) business days’ notice. The Commissioner may, in
his or her discretion, provide for such opportunity to be in writing or in
person. Such opportunity to be heard shall not occur prior to the end of
the cure period but notice of such opportunity to be heard may be given
prior to the end of the cure period and may be given contemporaneously
with the Notice to Cure.
iii. Notice of Termination. After an opportunity to be heard, the
Commissioner may terminate the Contract, in whole or in part, upon
finding the Contractor in default. The Commissioner shall give the
Contractor written notice of such termination (“Notice of Termination”),
specifying the applicable provision(s) under which the Contract is
terminated and the effective date of termination. If no date is specified in
the Notice of Termination, the termination shall be effective either 10
calendar days from the date the notice is personally delivered or 15
calendar days from the date Notice of Termination is sent by another
method. The Notice of Termination shall be personally delivered, sent by
certified mail return receipt requested, or sent by fax and deposited in a
post office box regularly maintained by the United States Postal Service
in a postage pre-paid envelope.

iv. Grounds for Default. The City shall have the right to declare the
Contractor in default:
1. Upon a breach by the Contractor of a material term or
condition of this Contract, including unsatisfactory performance of the
services;
2. Upon insolvency or the commencement of any
proceeding by or against the Contractor, either voluntarily or
involuntarily, under the Bankruptcy Code or relating to the insolvency,
receivership, liquidation, or composition of the Contractor for the benefit
of creditors;
3. If the Contractor refuses or fails to proceed with the
services under the Contract when and as directed by the Commissioner;
4. If the Contractor or any of its officers, directors,
partners, five percent (5%) or greater shareholders, principals, or other
employee or person substantially involved in its activities are indicted or
convicted after execution of the Contract under any state or federal law
of any of the following:
a. a criminal offense incident to obtaining or
attempting to obtain or performing a public or private contract;
b. fraud, embezzlement, theft, bribery, forgery,
falsification, or destruction of records, or receiving stolen
property;
c. a criminal violation of any state or federal
antitrust law;
d. violation of the Racketeer Influence and Corrupt
Organization Act, 18 U.S.C. § 1961 et seq., or the Mail Fraud
Act, 18 U.S.C. § 1341 et seq., for acts in connection with the
submission of bids or proposals for a public or private contract;
e. conspiracy to commit any act or omission that
would constitute grounds for conviction or liability under any
statute described in subparagraph (d) above; or
f. an offense indicating a lack of business integrity
that seriously and directly affects responsibility as a City vendor.
employee or person substantially involved in its activities are subject to a
judgment of civil liability under any state or federal antitrust law for acts
or omissions in connection with the submission of bids or proposals for a
public or private contract; or
employee or person substantially involved in its activities makes or
causes to be made any false, deceptive, or fraudulent material statement,
or fail to make a required material statement in any bid, proposal, or
application for City or other government work.

v. Basis of Settlement. The City shall not incur or pay any further obligation
pursuant to this Contract beyond the termination date set by the City in
its Notice of Termination. The City shall pay for satisfactory services
provided in accordance with this Contract prior to the termination date.
In addition, any obligation necessarily incurred by the Contractor on
account of this Contract prior to receipt of notice of termination and
falling due after the termination date shall be paid by the City in
accordance with the terms of this Contract. In no event shall such
obligation be construed as including any lease or other occupancy
agreement, oral or written, entered into between the Contractor and its
landlord.
b. Termination for Convenience. The City shall have the right to terminate the
Contract for convenience, by providing written notice (“Notice of Termination”)
according to the following procedure. The Notice of Termination shall specify
the applicable provision(s) under which the Contract is terminated and the
effective date of termination, which shall be not less than 10 calendar days from
the date the notice is personally delivered or 15 days from the date the Notice of
Termination is sent by another method. The Notice of Termination shall be
personally delivered, sent by certified mail return receipt requested, or sent by
fax and deposited in a post office box regularly maintained by the United States
Postal Service in a postage pre-paid envelope. The basis of settlement shall be as
provided for in subparagraph (v) of paragraph (a) of subdivision (2) of this
section (B), above.
c. Termination due to Force Majeure

i. For purposes of this Contract, a force majeure event is an act or event
beyond the control and without any fault or negligence of the Contractor
(“Force Majeure Event”). Force Majeure Events may include, but are not
limited to, fire, flood, earthquake, storm or other natural disaster, civil
commotion, war, terrorism, riot, and labor disputes not brought about by
any act or omission of the Contractor.
ii. In the event the Contractor cannot comply with the terms of the Contract
(including any failure by the Contractor to make progress in the
performance of the services) because of a Force Majeure Event, then the
Contractor may ask the Commissioner to excuse the nonperformance
and/or terminate the Contract. If the Commissioner, in his or her
reasonable discretion, determines that the Contractor cannot comply with
the terms of the Contract because of a Force Majeure Event, then the
Commissioner shall excuse the nonperformance and may terminate the
Contract. Such a termination shall be deemed to be without cause.
iii. If the City terminates the Contract due to a Force Majeure Event, the
basis of settlement shall be as provided for in subparagraph (v) of
paragraph (a) of subdivision (2) of this section (B), above.
d. Termination due to Reductions in Federal Funding

i. This Contract is funded in whole or in part by funds secured from the
Federal government. Should the Federal government reduce or
discontinue such funds, the City shall have, in its sole discretion, the

right to terminate this Contract in whole or in part, or to reduce the
funding and/or level of services of this Contract caused by such action by
the Federal government, including, in the case of the reduction option,
but not limited to, the reduction or elimination of programs, services or
service components; the reduction or elimination of contract-
reimbursable staff or staff-hours, and corresponding reductions in the
budget of this Contract and in the total amount payable under this
Contract. Any reduction in funds pursuant to this paragraph shall be
accompanied by an appropriate reduction in the services performed
under this Contract.
ii. In the case of the reduction option referred to in subparagraph (i), above,
any such reduction shall be effective as of the date set forth in a written
notice thereof to the Contractor, which shall be not less than 30 calendar
days from the date of such notice. Prior to sending such notice of
reduction, the City shall advise the Contractor that such option is being
exercised and afford the Contractor an opportunity to make within seven
calendar days any suggestion(s) it may have as to which program(s),
service(s), service component(s), staff or staff-hours might be reduced or
eliminated, provided, however, that the City shall not be bound to utilize
any of the Contractor’s suggestions and that the City shall have sole
discretion as to how to effectuate the reductions.
iii. If the City reduces funding pursuant to this paragraph (d), the basis of
settlement shall be as provided for in subparagraph (v) of paragraph (a)
of subdivision (2) of this section (B), above.
C. Standard Provisions. The Contractor shall comply with, include in its subcontracts, and cause its
subcontractors to comply with the following provisions, as applicable:
(1) Reporting. Contractor shall be required to produce and deliver such reports relating to the
services performed under the Contract as may be required by the Awarding Entity, City
or any other State or Federal governmental agency with jurisdiction.
(2) Non-Discrimination. Contractor shall not violate any Federal, State, or City law
prohibiting discrimination concerning employment, the provision of services, and, if
applicable, housing, funded by this Contract.
(3) Environmental Protection. If the Contract is in excess of $150,000, the Contractor shall
comply with all applicable standards, orders, or regulations issued under the Clean Air
Act (42 U.S.C. § 7401-7671q), Federal Water Pollution Control Act as amended (33
U.S.C. §§ 1251-1387), Section 508 of the Clean Water Act (33 U.S.C. § 1368), Executive
Order 11738, and Environmental Protection Agency regulations (provisions of 40 CFR
Part 50 and 2 CFR Part 1532 related to the Clean Air Act and Clean Water Act).
Violations must be reported to the Federal Agency and the Regional Office of the
Environmental Protection Agency (EPA). The Contractor shall include this provision in
all subcontracts.
(4) Energy Efficiency. The Contractor shall comply with mandatory standards and policies
relating to energy efficiency that are contained in the New York State energy
conservation plan issued in compliance with the Energy Policy Conservation Act (Pub. L.
94-163).

(5) Debarment. The Contractor certifies that neither it nor its principals or affiliates are
currently in a state of debarment, suspension, exclusion, disqualification, or other
ineligible status as a result of prior performance, failure, fraud, or violation of City or
New York State laws. The Contractor further certifies that neither it nor its principals or
affiliates are debarred, suspended, excluded, disqualified, or otherwise ineligible for
participation in Federal assistance programs. The City reserves the right to terminate this
Contract if knowledge of debarment, suspension, exclusion, disqualification or other
ineligibility has been withheld by the Contractor.
(6) Lobbying. The Contractor certifies, to the best of its knowledge and belief, that:
a. No Federal appropriated funds have been paid or will be paid, by or on behalf of
it, to any person for influencing or attempting to influence an officer or employee
of any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any
Federal contract, the making of any Federal grant, the making of any Federal
loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract,
grant, loan, or cooperative agreement;
b. If any funds other than Federal appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer
or employee of Congress, or an employee of a Member of Congress
in connection with this Federal contract, grant, loan, or cooperative
agreement, it will complete and submit Standard Form-LLL, "Disclosure Form
to Report Lobbying," (which is available on the HUD website or
here: https://www.hudexchange.info/resources/documents/HUD-Form-Sflll.pdf)
in accordance with its instructions; and
c. It will require that the language of this Section (C)(6) be included in the award
documents for all subcontracts at all tiers.
d. This certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction imposed
by 31 U.S.C. § 1352. Any person who fails to file the required certification shall
be subject to a civil penalty of not less than $10,000 and not more than $100,000
for each such failure.
(7) Solid Waste Disposal Act. Pursuant to 2 CFR § 200.323, Contractor must comply with
section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act. The requirements of Section 6002 include procuring only items
designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part
247 that contain the highest percentage of recovered materials practicable, consistent with
maintaining a satisfactory level of competition, where the purchase price of the item
exceeds $ 10,000 or the value of the quantity acquired during the preceding fiscal year
exceeded $ 10,000; procuring solid waste management services in a manner that
maximizes energy and resource recovery; and establishing an affirmative procurement
program for procurement of recovered materials identified in the EPA guidelines.

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

(a) As appropriate and to the extent consistent with law, the Contractor should, to the
greatest extent practicable under a Federal award, provide a preference for the
purchase, acquisition, or use of goods, products, or materials produced in the
United States (including but not limited to iron, aluminum, steel, cement, and
other manufactured products). The requirements of this section must be included

in all subawards including all contracts and purchase orders for work or products
under this award.
(b) For purposes of this section:

(1) ‘‘Produced in the United States’’ means, for iron and steel products, that
all manufacturing processes, from the initial melting stage through the
application of coatings, occurred in the United States.
(2) ‘‘Manufactured products’’ means items and construction materials
composed in whole or in part of nonferrous metals such as aluminum;
plastics and polymer-based products such as polyvinyl chloride pipe;
aggregates such as concrete; glass, including optical fiber; and lumber.
(10) Documentation of Costs. All costs shall be supported by properly executed payrolls, time
records, invoices, or vouchers, or other official documentation evidencing in proper detail
the nature and propriety of the charges. All checks, payrolls, invoices, contracts,
vouchers, orders or other accounting documents, pertaining in whole or in part to the
Agreement, shall be clearly identified and regularly accessible.
(11) Records Retention. The Contractor shall retain all books, documents, papers, and records
relating to the services performed under the Contract in accordance with 2 C.F.R.
§200.334.
(12) Records Access. The Contractor shall grant access to the City, State or any other pass-
through entity, the Federal Agency, Inspectors General, and/or the Comptroller General
of the United States, or any of their duly authorized representatives, to any books,
documents, papers, and/or records of the Contractor that are pertinent to the Contract for
the purpose of making audits, examinations, excerpts, and transcripts. The right also
includes timely and reasonable access to the Contractor’s personnel for the purpose of
interview and discussion related to such documents. The rights of access in this section
are not limited to the required retention period but last as long as the records are retained.
(13) Small Firms, M/WBE Firms, and Labor Surplus Area Firms. Contractor shall take the
following affirmative steps in the letting of subcontracts, if subcontracts are to be let, in
order to ensure that minority firms, women’s business enterprises, and labor surplus area
firms are used when possible:
(a) Placing qualified small and minority businesses and women’s business
enterprises on solicitation lists;
(b) Assuring that small and minority businesses, and women’s business enterprises
are solicited whenever they are potential sources;
(c) Dividing total requirements, when economically feasible, into smaller tasks or
quantities to permit maximum participation by small and minority businesses,
and women’s business enterprises;
(d) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women’s business
enterprises; and
(e) Using the services and assistance of the Small Business Administration, and the
Minority Business Development Agency of the Department of Commerce.

(14) Intangible Property.
(a) Pursuant to 2 CFR § 200.315, the Government reserves a royalty-free, non-

exclusive, and irrevocable right to obtain, reproduce, publish, or otherwise use,
and to authorize others to use, for Government purposes: (a) the copyright in any
work developed under the Contract or subcontract; and (b) any rights of
copyright to which a Contractor purchases ownership with grant support.
(b) Any reports, documents, data, photographs, deliverables, and/or other materials
produced pursuant to the Contract (“Copyrightable Materials”), and any and all
drafts and/or other preliminary materials in any format related to such items
produced pursuant to the contract, shall upon their creation become the exclusive
property of the City. The Copyrightable Materials shall be considered “work-
made-for-hire” within the meaning and purview of Section 101 of the United
States Copyright Act, 17 U.S.C. § 101, and the City shall be the copyright owner
thereof and of all aspects, elements and components thereof in which copyright
protection might exist. To the extent that the Copyrightable Materials do not
qualify as “work-made-for-hire,” the Contractor hereby irrevocably transfers,
assigns and conveys exclusive copyright ownership in and to the Copyrightable
Materials to the City, free and clear of any liens, claims, or other encumbrances.
The Contractor shall retain no copyright or intellectual property interest in the
Copyrightable Materials. The Copyrightable Materials shall be used by the
Contractor for no purpose other than in the performance of this Contract without
the prior written permission of the City. The City may grant the Contractor a
license to use the Copyrightable Materials on such terms as determined by the
City and set forth in the license.
(c) The Contractor acknowledges that the City may, in its sole discretion, register
copyright in the Copyrightable Materials with the United States Copyright Office
or any other government agency authorized to grant copyright registrations. The
Contractor shall fully cooperate in this effort, and agrees to provide any and all
documentation necessary to accomplish this.
(d) The Contractor represents and warrants that the Copyrightable Materials: (i) are
wholly original material not published elsewhere (except for material that is in
the public domain); (ii) do not violate any copyright law; (iii) do not constitute
defamation or invasion of the right of privacy or publicity; and (iv) are not an
infringement, of any kind, of the rights of any third party. To the extent that the
Copyrightable Materials incorporate any non-original material, the Contractor
has obtained all necessary permissions and clearances, in writing, for the use of
such non-original material under this Contract, copies of which shall be provided
to the City upon execution of this Contract.
(e) The Contractor shall promptly and fully report to the City any discovery or
invention arising out of or developed in the course of performance of this
Contract and the Contractor shall promptly and fully report to the Government to
make a determination as to whether patent protection on such invention shall be
sought and how the rights in the invention or discovery, including rights under
any patent issued thereon, shall be disposed of and administered in order to
protect the public interest.

(f) If the Contractor publishes a work dealing with any aspect of performance under
this Agreement, or with the results of such performance, the City shall have a
royalty-free, non-exclusive irrevocable license to reproduce, publish, or
otherwise use such work for City governmental purposes.
D. Special Provisions for Construction Contracts. If this Contract involves Construction work,
design for Construction, or Construction services, all such work or services performed by the
Contractor and its subcontractors shall be subject to the following requirements in addition to
those set forth above in paragraphs (A), (B), and (C):
(1) Federal Labor Standards. The Contractor will comply with the following:
(a) The Davis-Bacon Act (40 U.S.C. §§ 3141-3148): If required by the federal
program legislation, in Construction contracts involving an excess of $2000, and
subject to any other federal program limitations, all laborers and mechanics must
be paid at a rate not less than those determined by the Secretary of Labor to be
prevailing for the City, which rates are to be provided by the City. These wage
rates are a federally mandated minimum only, and will be superseded by any
State or City requirement mandating higher wage rates. The Contractor also
agrees to comply with Department of Labor Regulations pursuant to the Davis-
Bacon Act found in 29 CFR Parts 1, 3, 5 and 7 which enforce statutory labor
standards provisions.
(b) If required by the federal program legislation and subject to any other federal
program limitations, Sections 103 and 107 of the Contract Work Hours and Safe
Standards Act (40 U.S.C. §§ 3701-3708), which provides that no laborer or
mechanic shall be required or permitted to work more than eight hours in a
calendar day or in excess of forty hours in any workweek, unless such laborer or
mechanic is paid at an overtime rate of 1½ times his/her basic rate of pay for all
hours worked in excess of these limits, under any Construction contract costing
in excess of $2000. In the event of a violation of this provision, the Contractor
shall not only be liable to any affected employee for his/her unpaid wages, but
shall be additionally liable to the United States for liquidated damages.
(c) Copeland Anti-Kickback Act: If required by the federal program legislation and
subject to any other federal program limitations: (i) the Contractor shall comply
with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. Part 3
as may be applicable, which are incorporated by reference into this Contract; (ii)
The Contractor or subcontractor shall insert in any subcontracts the language
contained in (i) of this subsection and also a clause requiring the subcontractors
to include the language in subsection (i) in any lower tier subcontracts. The
Contractor shall be responsible for the compliance by any subcontractor or lower
tier subcontractor of this subsection; and (iii) A breach of this subsection may be
grounds for termination of the Contract, and for debarment as a contractor or
subcontractor as provided in 29 C.F.R. § 5.12.
(d) If this Contract involves Construction work, design for Construction, or
Construction services, a more complete detailed statement of Federal Labor
Standards annexed hereto as FEDERAL EXHIBIT 2. If there is a conflict
between the provisions of this Article D and FEDERAL EXHIBIT 2, the stricter
standard shall be controlling.

(2) Equal Employment Opportunity. Executive Order 11246, as amended, and as
supplemented in Department of Labor regulations (41 CFR chapter 60) for Construction
contracts or subcontracts in excess of $10,000. The Contractor shall include the notice
found at FEDERAL EXHIBIT I in all Construction subcontracts. For the purposes of the
Equal Opportunity Construction Contract Specifications and Clause below, the term
“Construction Work” means the construction, rehabilitation, alteration, conversion,
extension, demolition or repair of buildings, highways, or other changes or improvements
to real property, including facilities providing utility services. The term also includes the
supervision, inspection, and other onsite functions incidental to the actual construction .
Standard Federal Equal Employment Opportunity Construction Contract Specifications for

Contracts and Subcontracts in Excess of $10,000.
1. As used in these specifications:

a. “Covered area” means the geographical area described in the solicitation
from which this Contract resulted;
b. “Director” means Director, Office of Federal Contract Compliance
Programs, United States Department of Labor, or any person to whom the Director
delegates authority;
c. “Employer identification number” means the Federal Social Security
number used on the Employer’s Quarterly Federal Tax Return, U.S. Treasury Department
Form 941.
d. “Minority” includes:
(i) Black (all persons having origins in any of the Black African
racial groups not of Hispanic origin);
(ii) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central
or South American or other Spanish Culture or origin, regardless of race);
(iii) Asian and Pacific Islander (all persons having origins in any of
the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or
the Pacific Islands); and
(iv) American Indian or Alaskan Native (all persons having origins
in any of the original peoples of North America and maintaining identifiable
tribal affiliations through membership and participation or community
identification).
2. Whenever the Contractor, or any subcontractor at any tier, subcontracts a portion

of the work involving any Construction trade, it shall physically include in each
subcontract in excess of $10,000 the provisions of these specifications and the Notice
which contains the applicable goals for minority and female participation and which is set
forth in the solicitations from which this Contract resulted.
3. If the Contractor is participating (pursuant to 41 CFR 60-4.5) in a Hometown

Plan approved by the U.S. Department of Labor in the covered area either individually or
through an association, its affirmative action obligations on all work in the Plan area
(including goals and timetables) shall be in accordance with that Plan for those trades
which have unions participating in the Plan. Contractors must be able to demonstrate
their participation in and compliance with the provisions of any such Hometown Plan.

Each Contractor or subcontractor participating in an approved Plan is individually
required to comply with its obligations under the EEO clause, and to make a good faith
effort to achieve each goal under the Plan in each trade in which it has employees. The
overall good faith performance by other Contractors or subcontractors toward a goal in an
approved Plan does not excuse any covered Contractor’s or subcontractor’s failure to take
good faith efforts to achieve the Plan goals and timetables.
4. The Contractor shall implement the specific affirmative action standards

provided in paragraphs 7 a through p of these specifications. The goals set forth in the
solicitation from which this Contract resulted are expressed as percentages of the total
hours of employment and training of minority and female utilization the Contractor
should reasonably be able to achieve in each Construction trade in which it has
employees in the covered area. Covered Construction Contractors performing
Construction Work in geographical areas where they do not have a Federal or federally
assisted Construction contract shall apply the minority and female goals established for
the geographical areas where the work is being performed. Goals are published
periodically in the Federal Register in notice form, and such notices may be obtained
from any Office of Federal Contract Compliance Programs office or from Federal
procurement contracting officers. The Contractor is expected to make substantially
uniform progress in meeting its goals in each craft during the period specified.
5. Neither the provisions of any collective bargaining agreement, nor the failure by
a union with whom the Contractor has a collective bargaining agreement, to refer either
minorities or women shall excuse the Contractor’s obligations under these specifications,
Executive Order 11246 as amended, or the regulations promulgated pursuant thereto.
6. In order for the nonworking training hours of apprentices and trainees to be

counted in meeting the goals, such apprentices and trainees must be employed by the
Contractor during the training period, and the Contractor must have made a commitment
to employ the apprentices and trainees at the completion of their training, subject to the
availability of employment opportunities. Trainees must be trained pursuant to training
programs approved by the U.S. Department of Labor.
7. The Contractor shall take specific affirmative actions to ensure equal

employment opportunity. The evaluation of the Contractor’s compliance with these
specifications shall be based upon its effort to achieve maximum results from its actions.
The Contractor shall document these efforts fully, and shall implement affirmative action
steps at least as extensive as the following:
a. Ensure and maintain a working environment free of harassment,
intimidation, and coercion at all sites, and in all facilities at which the Contractor’s
employees are assigned to work. The Contractor, where possible, will assign two or
more women to each Construction project. The Contractor shall specifically ensure that
all foremen, superintendents, and other on-site supervisory personnel are aware of and
carry out the Contractor’s obligation to maintain such a working environment, with
specific attention to minority or female individuals working at such sites or in such
facilities.
b. Establish and maintain a current list of minority and female recruitment
sources, provide written notification to minority and female recruitment sources and to
community organizations when the Contractor or its unions have employment
opportunities available, and maintain a record of the organization’s responses.

c. Maintain a current file of the names, addresses and telephone numbers of
each minority and female off-the-street applicant and minority or female referral from a
union, a recruitment source or community organization and of what action was taken with
respect to each such individual. If such individual was sent to the union hiring hall for
referral and was not referred back to the Contractor by the union or, if referred, not
employed by the Contractor, this shall be documented in the file with the reason therefor,
along with whatever additional actions the Contractor may have taken.
d. Provide immediate written notification to the Director when the union or
unions with which the Contractor has a collective bargaining agreement has not referred
to the Contractor a minority person or woman sent by the Contractor, or when the
Contractor has other information that the union referral process has impeded the
Contractor’s efforts to meet its obligations.
e. Develop on-the-job training opportunities and/or participate in training
programs for the area which expressly include minorities and women, including
upgrading programs and apprenticeship and trainee programs relevant to the Contractor’s
employment needs, especially those programs funded or approved by the Department of
Labor. The Contractor shall provide notice of these programs to the sources compiled
under 7b above.
f. Disseminate the Contractor’s EEO policy by providing notice of the
policy to unions and training programs and requesting their cooperation in assisting the
Contractor in meeting its EEO obligations; by including it in any policy manual and
collective bargaining agreement; by publicizing it in the company newspaper, annual
report, etc.; by specific review of the policy with all management personnel and with all
minority and female employees at least once a year; and by posting the company EEO
policy on bulletin boards accessible to all employees at each location where Construction
Work is performed.
g. Review, at least annually, the company’s EEO policy and affirmative
action obligations under these specifications with all employees having any responsibility
for hiring, assignment, layoff, termination or other employment decisions including
specific review of these items with on-site supervisory personnel such as
Superintendents, General Foremen, etc., prior to the initiation of Construction Work at
any job site. A written record shall be made and maintained identifying the time and
place of these meetings, persons attending, subject matter discussed, and disposition of
the subject matter.
h. Disseminate the Contractor’s EEO policy externally by including it in
any advertising in the news media, specifically including minority and female news
media, and providing written notification to and discussing the Contractor’s EEO policy
with other Contractors and subcontractors with whom the Contractor does or anticipates
doing business.
i. Direct its recruitment efforts, both oral and written, to minority, female
and community organizations, to schools with minority and female students and to
minority and female recruitment and training organizations serving the Contractor’s
recruitment area and employment needs. Not later than one month prior to the date for the
acceptance of applications for apprenticeship or other training by any recruitment source,
the Contractor shall send written notification to organizations such as the above,
describing the openings, screening procedures, and tests to be used in the selection
process.

j. Encourage present minority and female employees to recruit other
minority persons and women and, where reasonable, provide after school, summer and
vacation employment to minority and female youth both on the site and in other areas of
a Contractor’s work force.
k. Validate all tests and other selection requirements where there is an
obligation to do so under 41 CFR Part 60-3.
l. Conduct, at least annually, an inventory and evaluation at least of all

minority and female personnel for promotional opportunities and encourage these
employees to seek or to prepare for, through appropriate training, etc., such opportunities.
m. Ensure that seniority practices, job classifications, work assignments and
other personnel practices, do not have a discriminatory effect by continually monitoring
all personnel and employment related activities to ensure that the EEO policy and the
Contractor’s obligations under these specifications are being carried out.
n. Ensure that all facilities and company activities are non-segregated
except that separate or single-user toilet and necessary changing facilities shall be
provided to assure privacy between the sexes.
o. Document and maintain a record of all solicitations of offers for
subcontracts from minority and female Construction contractors and suppliers, including
circulation of solicitations to minority and female Contractor associations and other
business associations.
p. Conduct a review, at least annually, of all supervisor’s adherence to and
performance under the Contractor’s EEO policies and affirmative action obligations.
8. Contractors are encouraged to participate in voluntary associations which assist in

fulfilling one or more of their affirmative action obligations (7a through p). The efforts of a
Contractor association, joint Contractor-union, Contractor-community, or other similar group of
which the Contractor is a member and participant, may be asserted as fulfilling any one or more
of its obligations under 7a through p of these specifications provided that the Contractor actively
participates in the group, makes every effort to assure that the group has a positive impact on the
employment of minorities and women in the industry, ensures that the concrete benefits of the
Program are reflected in the Contractor’s minority and female work force participation, makes a
good faith effort to meet its individual goals and timetables, and can provide access to
documentation which demonstrates the effectiveness of actions taken on behalf of the Contractor.
The obligation to comply, however, is the Contractor’s and failure of such a group to fulfill an
obligation shall not be a defense for the Contractor’s noncompliance.
9. A single goal for minorities and a separate single goal for women have been established.
The Contractor, however, is required to provide equal employment opportunity and to take
affirmative action for all minority groups, both male and female, and all women, both minority
and non-minority. Consequently, the Contractor may be in violation of the Executive Order if a
particular group is employed in a substantially disparate manner (for example, even though the
Contractor has achieved its goals for women generally, the Contractor may be in violation of the
Executive Order if a specific minority group of women is underutilized).
10. The Contractor shall not use the goals and timetables or affirmative action standards to
discriminate against any person because of race, color, religion, sex, sexual orientation, gender
identity, or national origin.

11. The Contractor shall not enter into any Subcontract with any person or firm debarred
from Government contracts pursuant to Executive Order 11246 or suspended or is otherwise
excluded from or ineligible for participation in federal assistance programs.
12. The Contractor shall carry out such sanctions and penalties for violation of these
specifications and of the Equal Opportunity Clause, including suspension, termination and
cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order
11246, as amended, and its implementing regulations, by the Office of Federal Contract
Compliance Programs. Any Contractor who fails to carry out such sanctions and penalties shall
be in violation of these specifications and Executive Order 11246, as amended.
13. The Contractor, in fulfilling its obligations under these specifications, shall implement
specific affirmative action steps, at least as extensive as those standards prescribed in paragraph 7
of these specifications, so as to achieve maximum results from its efforts to ensure equal
employment opportunity. If the Contractor fails to comply with the requirements of the
Executive Order, the implementing regulations, or these specifications, the Director shall proceed
in accordance with 41 CFR 60-4.8.
14. The Contractor shall designate a responsible official to monitor all employment related
activity to ensure that the company EEO policy is being carried out, to submit reports relating to
the provisions hereof as may be required by the Government and to keep records. Records shall
at least include for each employee the name, address, telephone numbers, Construction trade,
union affiliation if any, employee identification number when assigned, social security number,
race, sex, status (e.g., mechanic, apprentice trainee, helper, or laborer), dates of changes in status,
hours worked per week in the indicated trade, rate of pay, and locations at which the work was
performed. Records shall be maintained in an easily understandable and retrievable form;
however, to the degree that existing records satisfy this requirement, Contractors shall not be
required to maintain separate records.
15. Nothing herein provided shall be construed as a limitation upon the application of other
laws which establish different standards of compliance or upon the application of requirements
for hiring of local or other areas residents (e.g., those under the Public Works Employment Act of
1977 and the Community Development Block Grant Program).
(3) Equal Opportunity Clause (for contracts for Construction Work) required by 41 CFR § 60-
1.4(b).
During the performance of this contract, the Contractor agrees as follows:
(1) The Contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The
Contractor will take affirmative action to ensure that applicants are employed, and that employees
are treated during employment without regard to their race, color, religion, sex, sexual
orientation, gender identity, or national origin. Such action shall include, but not be limited to the
following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising;

layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship. The Contractor agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided setting
forth the provisions of this nondiscrimination clause.

(2) The Contractor will, in all solicitations or advertisements for employees placed by or on
behalf of the Contractor, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, sexual orientation, gender identity, or
national origin.
(3) The Contractor will not discharge or in any other manner discriminate against any
employee or applicant for employment because such employee or applicant has inquired about,
discussed, or disclosed the compensation of the employee or applicant or another employee or
applicant. This provision shall not apply to instances in which an employee who has access to the
compensation information of other employees or applicants as a part of such employee’s essential
job functions discloses the compensation of such other employees or applicants to individuals
who do not otherwise have access to such information, unless such disclosure is in response to a
formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action,
including an investigation conducted by the employer, or is consistent with the Contractor’s legal
duty to furnish information.
(4) The Contractor will send to each labor union or representative of workers with which he
has a collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers’ representatives of the Contractor’s commitments under
this section, and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
(5) The Contractor will comply with all provisions of Executive Order 11246 of September
24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(6) The Contractor will furnish all information and reports required by Executive Order
11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the administering
agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such
rules, regulations, and orders.
(7) In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this
contract or with any of the said rules, regulations, or orders, this contract may be canceled,
terminated, or suspended in whole or in part and the Contractor may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions
may be imposed and remedies invoked as provided in Executive Order 11246 of September 24,
1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The Contractor will include the portion of the sentence immediately preceding paragraph
(1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204
of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. The Contractor will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a means of enforcing
such provisions, including sanctions for noncompliance:
Provided, however, that in the event a Contractor becomes involved in, or is threatened
with, litigation with a subcontractor or vendor as a result of such direction by the
administering agency, the Contractor may request the United States to enter into such
litigation to protect the interests of the United States.

E. Rights to Inventions. [Special Provisions For Contracts Involving Experimental,
Developmental, or Research Work.]
(1) If this Contract involves the performance of experimental, developmental, or research
work by the Contractor or its subcontractors, and the entity performing such work is a
Nonprofit Organization or Small Business Firm as defined below, the following
provisions apply in addition to those set forth above in paragraphs (A), (B), and (C),
unless the Contract specifically states that this provision is superseded:
(a) Definitions. The following definitions apply to this section (D).
i. “Invention” means any invention or discovery which is or may be
patentable or otherwise protectable under Title 35 of the United States
Code, or any novel variety of plant which is or may be protected under
the Plant Variety Protection Act (7 U.S.C. § 2321 et seq.).
ii. “Subject invention” means any invention of the Contractor conceived or
first actually reduced to practice in the performance of work under this
Contract, provided that in the case of a variety of plant, the date of
determination (as defined in section 41(d) of the Plant Variety Protection
Act, 7 U.S.C. 2401(d)) must also occur during the period of Contract
performance.
iii. “Practical Application” means to manufacture in the case of a
composition or product, to practice in the case of a process or method, or
to operate in the case of a machine or system; and, in each case, under
such conditions as to establish that the invention is being utilized and that
its benefits are, to the extent permitted by law or government regulations,
available to the public on reasonable terms.
iv. “Made” when used in relation to any invention means the conception or
first actual reduction to practice of such invention.
v. “Small Business Firm” means a small business concern as defined at
section 2 of Pub. L. 85-536 (15 U.S.C. 632) and implementing
regulations of the Administrator of the Small Business Administration.
For the purpose of this clause, the size standards for small business
concerns involved in government procurement and subcontracting at 13
CFR 121.3-8 and 13 CFR 121.3-12, respectively, will be used.
vi. “Nonprofit Organization” means a university or other institution of
higher education or an organization of the type described in section
501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c) and
exempt from taxation under section 501(a) of the Internal Revenue Code
(25 U.S.C. 501(a)) or any nonprofit scientific or educational organization
qualified under a state nonprofit organization statute.
vii. “Statutory period” means the one-year period before the effective filing
date of a claimed invention during which exceptions to prior art exist per
35 U.S.C. 102(b), as amended by the Leahy-Smith America Invents Act,
Public Law 112-29.
viii. The “contractor” means any person, small business firm or nonprofit
organization, or as set forth in section 1, paragraph (b)(4) of Executive
Order 12591, as amended, any business firm regardless of size, which is
a party to a funding agreement.

(b) Allocation of Principal Rights. The Contractor may retain the entire right, title,
and interest throughout the world to each subject invention subject to the
provisions of this clause and 35 U.S.C. 203. With respect to any subject
invention in which the Contractor retains title, the Federal government shall have
a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have
practiced for or on behalf of the United States the subject invention throughout
the world.
(c) Invention Disclosure, Election of Title and Filing of Patent Application by
Contractor.
i. The Contractor will disclose each subject invention to the City and the
Federal Agency within two months after the inventor discloses it in
writing to Contractor personnel responsible for patent matters. Such
disclosure shall be in the form of a written report and shall identify the
contract under which the invention was made and the inventor(s). It shall
be sufficiently complete in technical detail to convey a clear
understanding to the extent known at the time of the disclosure, of the
nature, purpose, operation, and the physical, chemical, biological or
electrical characteristics of the invention. The disclosure shall also
identify any publication, on sale or public use of the invention and
whether a manuscript describing the invention has been submitted for
publication and, if so, whether it has been accepted for publication at the
time of disclosure. In addition, after such disclosure, the Contractor will
promptly notify the City and the Federal Agency of the acceptance of
any manuscript describing the invention for publication or of any on sale
or public use planned by the Contractor.
ii. The Contractor will elect in writing whether or not to retain title to any
such invention by notifying the City and the Federal Agency within two
years of disclosure to the City and the Federal Agency. However, in any
case where a patent, a printed publication, public use, sale, or other
availability to the public has initiated the one year statutory period
wherein valid patent protection can still be obtained in the United States,
the period for election of title may be shortened by the Federal Agency to
a date that is no more than 60 days prior to the end of the statutory
period.
iii. The Contractor will file its initial patent application on a subject
invention to which it elects to retain title within one year after election of
title or, if earlier, prior to the end of any statutory period wherein valid
patent protection can be obtained in the United States after a publication,
on sale, or public use. If the Contractor files a provisional application as
its initial patent application, it shall file a non-provisional application
within 10 months of the filing of the provisional application. The
Contractor will file patent applications in additional countries or
international patent offices within earlier ten months of the first filed
patent application or six months from the date permission is granted by
the Commissioner of Patents to file foreign patent applications where
such filing has been prohibited by a Secrecy Order.
iv. For any subject invention with Federal agency and contractor co-
inventors, where the Federal agency employing such co-inventor

determines that it would be in the interest of the government, pursuant to
35 U.S.C. 207(a)(3), to file an initial patent application on the subject
invention, the Federal agency employing such co-inventor, at its
discretion and in consultation with the contractor, may file such
application at its own expense, provided that the contractor retains the
ability to elect title pursuant to 35 U.S.C. 202(a).
v. Requests for extension of the time for disclosure, election, and filing
under paragraphs (i), (ii), and (iii) of this clause may, at the discretion of
the Federal agency, be granted. When a contractor has requested an
extension for filing a non-provisional application after filing a
provisional application, a one-year extension will be granted unless the
Federal agency notifies the contractor within 60 days of receiving the
request.
(d) Conditions When the Government May Obtain Title
The Contractor will convey to the Federal Agency, upon written request, title to
any subject invention --
i. If the Contractor fails to disclose or elect title to the subject invention
within the times specified in (c) of this clause, or elects not to retain
title., .
ii. In those countries in which the Contractor fails to file patent applications
within the times specified in paragraph (c) of this clause; provided,
however, that if the Contractor has filed a patent application in a country
after the times specified in (c) of this clause, but prior to its receipt of the
written request of the Federal Agency, the Contractor shall continue to
retain title in that country.
iii. In any country in which the Contractor decides not to continue the
prosecution of any non-provisional patent application for, to pay a
maintenance annuity or renewal fee on, or to defend in a reexamination
or opposition proceeding on, a patent on a subject invention.
(e) Minimum Rights to Contractor and Protection of the Contractor Right to File
i. The Contractor will retain a nonexclusive royalty-free license throughout
the world in each subject invention to which the Government obtains
title, except if the Contractor fails to disclose the invention within the
times specified in (c), above. The Contractor’s license extends to its
domestic subsidiary and affiliates, if any, within the corporate structure
of which the Contractor is a party and includes the right to grant
sublicenses of the same scope to the extent the Contractor was legally
obligated to do so at the time the Contract was awarded. The license is
transferable only with the approval of the Federal Agency except when
transferred to the successor of that party of the Contractor’s business to
which the invention pertains.
ii. The Contractor’s domestic license may be revoked or modified by the
funding Federal Agency to the extent necessary to achieve expeditious
practical application of the subject invention pursuant to an application
for an exclusive license submitted in accordance with applicable
provisions at 37 CFR Part 404 and agency licensing regulations (if any).

This license will not be revoked in that field of use or the geographical
areas in which the Contractor has achieved practical application and
continues to make the benefits of the invention reasonably accessible to
the public. The license in any foreign country may be revoked or
modified at the discretion of the funding Federal Agency to the extent the
Contractor, its licensees, or the domestic subsidiaries or affiliates have
failed to achieve practical application in that foreign country.
iii. Before revocation or modification of the license, the funding Federal
Agency will furnish the Contractor a written notice of its intention to
revoke or modify the license, and the Contractor will be allowed thirty
days (or such other time as may be authorized by the funding Federal
Agency for good cause shown by the Contractor) after the notice to show
cause why the license should not be revoked or modified. The Contractor
has the right to appeal, in accordance with applicable regulations in 37
CFR Part 404 and Federal Agency regulations (if any) concerning the
licensing of Government-owned inventions, any decision concerning the
revocation or modification of the license.
(f) Contractor Action to Protect the Government’s Interest
i. The Contractor agrees to execute or to have executed and promptly
deliver to the Federal Agency all instruments necessary to (i) establish or
confirm the rights the Government has throughout the world in those
subject inventions to which the Contractor elects to retain title, and (ii)
convey title to the Federal Agency when requested under paragraph (d)
above and to enable the Government to obtain patent protection
throughout the world in that subject invention.
ii. The Contractor agrees to require, by written agreement, its employees,
other than clerical and nontechnical employees, to disclose promptly in
writing to personnel identified as responsible for the administration of
patent matters and in a format suggested by the Contractor each subject
invention made under contract in order that the Contractor can comply
with the disclosure provisions of paragraph (c), of this clause, to assign
to the Contractor the entire right, title and interest in and to each subject
invention made under Contract, and to execute all papers necessary to
file patent applications on subject inventions and to establish the
Government’s rights in the subject inventions. This disclosure format
should require, as a minimum, the information required by paragraph
(c)(1) of this clause. The Contractor shall instruct such employees
through employee agreements or other suitable educational programs on
the importance of reporting inventions in sufficient time to permit the
filing of patent applications prior to U.S. or foreign statutory bars.
iii. For each subject invention, the contractor will, no less than 60 days prior
to the expiration of the statutory deadline, notify the Federal agency of
any decision: Not to continue the prosecution of a non-provisional patent
application; not to pay a maintenance, annuity or renewal fee; not to
defend in a reexamination or opposition proceeding on a patent, in any
country; to request, be a party to, or take action in a trial proceeding
before the Patent Trial and Appeals Board of the U.S. Patent and
Trademark Office, including but not limited to post-grant review, review

of a business method patent, inter partes review, and derivation
proceeding; or to request, be a party to, or take action in a non-trial
submission of art or information at the U.S. Patent and Trademark
Office, including but not limited to a pre-issuance submission, a post-
issuance submission, and supplemental examination..
iv. The Contractor agrees to include, within the specification of any United
States patent applications and any patent issuing thereon covering a
subject invention, the following statement, “This invention was made
with government support under (identify the contract) awarded by
(identify the Federal Agency). The government has certain rights in the
invention.”
(g) Subcontracts
i. The Contractor will include this clause, suitably modified to identify the
parties, in all subcontracts, regardless of tier, for experimental,
developmental or research work to be performed by a subcontractor. The
subcontractor will retain all rights provided for the Contractor in this
clause, and the Contractor will not, as part of the consideration for
awarding the subcontract, obtain rights in the subcontractor’s subject
inventions.
ii. The Contractor will include in all other subcontracts, regardless of tier,
for experimental developmental or research work the patent rights clause
required by 2 CFR § 200.315(c) and Appendix II to 2 CFR Part 200.
iii. In the case of subcontracts, at any tier, when the prime award with the
Federal Agency was a contract (but not a grant or cooperative
agreement), the Agency, subcontractor, and the Contractor agree that the
mutual obligations of the parties created by this clause constitute a
contract between the subcontractor and the Federal Agency with respect
to the matters covered by the clause; provided, however, that nothing in
this paragraph is intended to confer any jurisdiction under the Contract
Disputes Act in connection with proceedings under paragraph (j) of this
clause.
(h) Reporting on Utilization of Subject Inventions. The Contractor agrees to submit

on request periodic reports no more frequently than annually on the utilization of
a subject invention or on efforts at obtaining such utilization that are being made
by the Contractor or its licensees or assignees. Such reports shall include
information regarding the status of development, date of first commercial sale or
use, gross royalties received by the Contractor, and such other data and
information as the Federal Agency may reasonably specify. The Contractor also
agrees to provide additional reports as may be requested by the Federal Agency
in connection with any march-in proceeding undertaken by the Federal Agency
in accordance with paragraph (j) of this clause. As required by 35 U.S.C. §
202(c)(5), the Federal Agency agrees it will not disclose such information to
persons outside the Government without permission of the Contractor.
(i) Preference for United States Industry. Notwithstanding any other provision of
this clause, the Contractor agrees that neither it nor any assignee will grant to any
person the exclusive right to use or sell any subject inventions in the United

States unless such person agrees that any products embodying the subject
invention or produced through the use of the subject invention will be
manufactured substantially in the United States. However, in individual cases,
the requirement for such an agreement may be waived by the Federal Agency
upon a showing by the Contractor or its assignee that reasonable but unsuccessful
efforts have been made to grant licenses on similar terms to potential licensees
that would be likely to manufacture substantially in the United States or that
under the circumstances domestic manufacture is not commercially feasible.
(j) March-in Rights. The Contractor agrees that with respect to any subject invention
in which it has acquired title, the Federal Agency has the right in accordance with
the procedures in 37 CFR § 401.6 and any supplemental regulations of the
Federal Agency to require the Contractor, an assignee or exclusive licensee of a
subject invention to grant a nonexclusive, partially exclusive, or exclusive license
in any field of use to a responsible applicant or applicants, upon terms that are
reasonable under the circumstances, and if the Contractor, assignee, or exclusive
licensee refuses such a request the Federal Agency has the right to grant such a
license itself if the Federal Agency determines that:
i. Such action is necessary because the Contractor or assignee has not
taken, or is not expected to take within a reasonable time, effective steps
to achieve practical application of the subject invention in such field of
use.
ii. Such action is necessary to alleviate health or safety needs which are not
reasonably satisfied by the Contractor, assignee or their licensees;
iii. Such action is necessary to meet requirements for public use specified by
Federal regulations and such requirements are not reasonably satisfied by
the Contractor, assignee or licensees; or
iv. Such action is necessary because the agreement required by paragraph (i)
of this clause has not been obtained or waived or because a licensee of
the exclusive right to use or sell any subject invention in the United
States is in breach of such agreement.
(k) Special Provisions for Contracts with Nonprofit Organizations. If the Contractor
is a nonprofit organization, it agrees that:
i. Rights to a subject invention in the United States may not be assigned
without the approval of the Federal Agency, except where such
assignment is made to an organization which has as one of its primary
functions the management of inventions, provided that such assignee will
be subject to the same provisions as the Contractor;
ii. The Contractor will share royalties collected on a subject invention with
the inventor, including Federal employee co-inventors (when the Federal
Agency deems it appropriate) when the subject invention is assigned in
accordance with 35 U.S.C. § 202(e) and 37 CFR § 401.10;
iii. The balance of any royalties or income earned by the Contractor with
respect to subject inventions, after payment of expenses (including
payments to inventors) incidental to the administration of subject
inventions, will be utilized for the support of scientific research or
education; and

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

FEDERAL EXHIBIT 1
NOTICE TO BIDDERS
NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO ENSURE EQUAL

EMPLOYMENT OPPORTUNITY (EXECUTIVE ORDER 11246, as amended) FOR ALL
CONSTRUCTION CONTRACTS AND SUB-CONTRACTS IN EXCESS OF $10,000.
1. The Offeror’s or Bidder’s attention is called to the “Equal Opportunity Clause” and the
“Standard Federal Equal Employment Opportunity Construction Contract Specifications” set forth herein.
2. The goals and timetables for minority and female participation, expressed in percentage
terms for the Contractor’s aggregate workforce in each trade on all Construction Work in the covered
area, are as follows:
Goals and Timetables for Minorities

Goal
Trade (percent)
Electricians ...................................................................................... 9.0 to 10.2
Carpenters...................................................................................... 27.6 to 32.0
Steamfitters.................................................................................... 12.2 to 13.5
Metal Lathers................................................................................. 24.6 to 25.6
Painters .......................................................................................... 28.6 to 26.0
Operating Engineers ...................................................................... 25.6 to 26.0
Plumbers ........................................................................................ 12.0 to 14.5
Iron Workers (structural) ............................................................... 25.9 to 32.0
Elevator Constructors ...................................................................... 5.5 to 6.5
Bricklayers .................................................................................... 13.4 to 15.5
Asbestos Workers .......................................................................... 22.8 to 28.0
Roofers ............................................................................................ 6.3 to 7.5
Iron Workers (ornamental) ............................................................ 22.4 to 23.0
Cement Masons ............................................................................. 23.0 to 27.0
Glazers ........................................................................................... 16.0 to 20.0
Plasterers ....................................................................................... 15.8 to 18.0
Teamsters ...................................................................................... 22.0 to 22.5
Boilermakers ................................................................................. 13.0 to 15.5
All Other ........................................................................................ 16.4 to 17.5
Goals and Timetables for Women
From April 1, 1980 until the present ........................................................ 6.9
These goals are applicable to all the Contractor’s Construction Work (whether or not it is Federal
or federally assisted) performed in the covered area. If the Contractor performs Construction Work in a
geographical area located outside of the covered area, it shall apply the goals established for such
geographical area where the work is actually performed. With regard to this second area, the Contractor
also is subject to the goals for both its federally involved and nonfederally involved Construction.

The Contractor’s compliance with the Executive Order and the regulations in 41 CFR Part 60-4
shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action
obligations required by the specifications set forth in 41 CFR 60-4.3(a), and its efforts to meet the goals.
The hours of minority and female employment and training must be substantially uniform throughout the
length of the contract, and in each trade, and the Contractor shall made a good faith effort to employ
minorities and women evenly on each of its projects. The transfer of minority or female employees or
trainees from Contractor to Contractor or from project to project for the sole purpose of meeting the
Contractor’s goals shall be a violation of the contract, the Executive Order and the regulations in 41 CFR
Part 60-4. Compliance with the goals will be measured against the total work hours performed.
3. The Contractor shall provide written notification to the Director of the Office of Federal
Contract Compliance Programs within 10 working days of award of any Construction subcontract in
excess of $10,000 at any tier for Construction Work under the contract resulting from this solicitation.
The notification shall list the name, address and telephone number of the subcontractor; employer
identification number of the subcontractor; estimated dollar amount of the subcontract; estimated starting
and completion dates of the subcontract; and the geographical area in which the contract is to be
performed.
4. As used in this Contract, the “covered area” is the City of New York.

FEDERAL EXHIBIT 2

FEDERAL EXHIBIT 2
Federal Labor Standards Provisions U.S. Department of Housing
and Urban Development
Office of Labor Relations
Ap pli ca bili ty
T h e Pro jec t o r P ro gram to whic h th e co nst ruct ion work (1) T he work t o be perf ormed by t he cl assi fic ati on
c ov ere d by t his co nt ract p ert ai ns is b e in g ass ist e d by the request ed is not perf orm ed by a c l assif ic ati on i n t he wage
Un it e d St at es of Am e ric a an d t he f ol lo win g F ed e ral Labor determi nati on; and
St a n da rds P rovis i ons a re incl u d ed i n t his Co nt ract p ursuant (2) T he cl assi fic ati on is uti liz ed in t he area by t he
t o t h e p rov isi o ns a pp lic a bl e t o s uc h F e de ra l as sist a nce. c onst ruc ti on i ndus try ; and
A. 1 . (i ) Minimum W ag es . A ll l a b o re rs an d m ec hanics (3) T he propos ed wage rat e, inc l udi ng any bona fi de
e m pl oy ed o r wo rk in g up o n th e s it e of t h e wo rk, will be pai d f ringe benef its, bears a reas onabl e rel ati ons hi p t o t he wage
u nc o n dit i on a lly a n d n ot l ess o fte n t ha n onc e a we ek, and rat es c ont ained in the w age determi nati on.
wit h o ut s u bse q u en t de d ucti o n o r reb at e o n a ny account
(e xce pt s uch p ayro ll d e du cti o ns as a re pe rm itt ed by (b) If t he c ontract or and t he l aborers and m ec hanics t o be
re g u la ti o ns issu e d by t he Sec ret a ry of L ab o r u n der t he em pl oy ed i n t he cl assi fic ati on (if k nown), or thei r
Co p e la n d Act (2 9 CFR P art 3 ), t he f ull amo u nt of wages repres entativ es, and HUD or its des i gnee agree on the
a n d b on a f id e f rin g e be n ef its (o r cas h eq u iva l en ts thereof ) cl ass ific at i on and wage rate (inc l uding t he am ount
d u e a t t im e of paym e nt com p ut ed at rat es n ot l ess than des i gnat ed f or f ri nge ben efits where appropri at e), a report
t h ose co nt ai n e d i n t h e wage de te r m i na ti o n o f t he Sec ret ary of the act i on t ak en shall be s ent by HUD or its des ignee t o
o f La b o r wh ic h is att ac he d h e ret o a nd m a d e a p a rt hereof, t he A dm i nist rat or of t he Wage and Hour Divisi on,
re g a rdl ess of a ny c on t rac tu a l re l ati o ns hi p wh ich may be Em ploy ment St andards A dm inist rati on, U.S. Departm ent of
a l le g e d t o ex ist bet wee n t he c o nt racto r an d s uc h l aborers Labor, Washi ngton, D C. 20210. T he A dm inist rat or, or an
a n d m ech a nics . Co nt rib ut io ns m a de o r c osts re as onably authorized repres entativ e, wi ll approv e, m odify , or
a n tic ip at e d f o r bo n a f i de fri n g e be n efi ts un d e r S ection l dis approv e ev ery addit i onal cl assi fic ati on act i on wi thi n 30
(b )(2 ) of t he Davis -B aco n Act o n b eh a lf of l a borers or day s of rec ei pt and s o advis e HUD or its des ignee or wil l
m ec ha n ics a re co ns id e red wa g es p ai d to suc h l ab orers or notify HUD or its desi gnee wit hi n the 30 -day peri od t hat
m ec ha n ics, s ub j ect t o t h e p rovis i ons of 2 9 CF R additi onal t ime is nec essary . (Approv ed by the Office of
5 . 5 (a )(1 )(iv ); a ls o, re g ul a r co nt rib ut i ons m a de o r costs M anagem ent and Budget under O MB cont rol num ber 1215 -
i nc u rre d f o r m o re th a n a we ek ly pe rio d (b ut n ot less oft en 0140. )
t h an q ua rt e rly ) un d e r p la ns, f u nds, o r p rog rams , whic h (c) I n t he ev ent the cont ract or, the l aborers or
c ov er t h e p a rt icu l ar we ekly p e ri o d, a re d e em e d to be m ec hanics to be em pl oy ed i n the cl ass ific at ion or t hei r
c on st ruc tiv ely ma d e o r i nc u rre d d u ri n g s uc h we ek ly period. repres entativ es, and HUD or its desi gnee do not agree on
t he propos ed cl ass ific at ion and wage rat e (i ncl udi ng t he
S uc h la b o re rs a n d mec h a nics s h al l b e p ai d th e a p p ropri at e
am ount desi gnated f or fri nge benefits , where appropri at e),
wa g e rat e a n d f ri n ge b en ef its on t h e wa g e det e rm i nat i on f or
HUD or its des i gnee s hall ref er t he questi ons, i nc luding t he
t h e cl assif ic ati o n o f work act u al ly p e rf o rm ed , wit ho ut regard
vi ews of al l i nt erest ed parti es and the recommendati on of
t o sk il l, exc e pt as prov id e d i n 2 9 CFR 5. 5(a )(4). L aborers
HUD or its desi gnee, t o t he A dm inist rat or f or det ermi nati on.
o r m ec ha n ics pe rf o rm in g wo rk i n mo re t h a n one
T he Admi nis trat or, or an authorized represent at iv e, wil l
cl ass ific at i on m ay b e c om pe ns at e d a t th e rat e s pec if ied for
iss ue a det erm inat i on withi n 30 days of recei pt and s o
e ac h c l assif ic ati o n f o r t h e t im e act ua lly wo rk e d t herei n:
adv is e HUD or its desi gnee or wi ll not ify HUD or its
P rovi d ed , Th at t h e em p loye r’s pay rol l rec o rds acc urat ely
des i gnee wit hi n the 30 -day peri od t hat addi ti onal t ime is
s et f o rt h th e t im e sp e nt i n ea ch c l assif ica ti o n i n wh ich work
nec ess ary. (A pprov ed by t he O ffic e of M anagem ent and
is p e rf orme d. T h e wa g e det e rm i nat i on (inc l ud i ng any
a d d iti o n al c l assif ica ti o n and wa g e rat es c on fo rm e d under
2 9 CF R 5 .5 (a )(1 )(ii ) a n d t h e Dav is -Bac o n p ost e r (WH -1321) (d) T he wage rate (inc l udi ng f ri nge benefits where
s ha ll b e p ost ed at a ll t im es by t h e c o nt ract or and its appropri at e) det ermi ned purs uant to s ubparagraphs
s ub co nt ract o rs at t he sit e o f t h e work i n a p rom i nent and (1)(ii )(b) or (c ) of this paragraph, shall be paid to al l
a cc essi bl e, pl ace whe re it c an be e asily s e en by t he work ers performi ng work in t he cl assi fic ati on under t his
wo rk e rs. c ont rac t f rom the f i rst day on whic h work is perform ed i n
t he cl ass ific at ion.
(ii) (a ) A ny cl ass o f la b o rers o r m ec h an ics wh ich is not
l ist e d i n t he wa ge d et erm in at i on a nd whic h is to be (iii) Whenever the m i nim um wage rat e presc ri bed i n t he
e m pl oy ed u n d er th e c o nt ract s h al l b e c lass if ied in c ont rac t for a cl ass of laborers or m echanics i ncl udes a
c on fo rma nc e wit h t h e wag e d et e rm in at io n. HUD s hall f ringe benefi t whi c h is not ex press ed as an hourly rat e, t he
a p p rov e a n a d dit io n al c l assi fic at io n a nd wa g e rat e and c ont rac tor s hal l ei ther pay the benefi t as st at ed in t he wage
f rin g e b e n efits th e ref or o nly wh en t h e f ol lo win g c ri teri a determi nati on or s hal l pay anot her bona fi de f ri nge benefit
h av e b e en m et : or an hourly c as h equival ent t hereof .

(iv) If t h e co nt ract o r d o es n ot ma ke p aym en ts to a trust ee responsi ble, and t hat t he plan or program has been
o r ot he r th i rd pe rs o n, t h e co n t ract o r may co ns id e r as part c omm unic at ed i n writi ng to t he l aborers or mec hanics
o f t h e wa g es o f a ny la b o re r o r m ech a nic t h e am ou nt of any aff ect ed, and records which show t he cos ts ant ici pated or
c osts re as o na bly a ntic i pa ted i n p rovi di n g b on a f i de f ringe t he ac tual cos t i nc urred i n provi di ng s uch benef i ts.
b e n ef its u nd e r a pl a n o r p rog ram, P rov i de d, T hat t he Contract ors empl oyi ng apprent ices or t rainees under
S ec reta ry of L a bo r has f o un d , u p on t h e wri tte n re quest of approv ed programs s hal l mai nt ai n wri tten evi dence of t he
t h e co nt ract o r, t hat t h e a p pl ic ab l e sta n d a rds of t he Davis - regist rati on of apprentic es hi p programs and c erti fic ati on of
B ac on Act h av e be e n m et . T h e S ec re ta ry of L abor m ay t rai nee programs, t he regist rati on of the apprent ic es and
re q u ire t h e co nt ract or t o se t as i de in a se p a ra te account t rai nees, and t he rati os and wage rat es presc ri bed i n t he
a ss ets fo r t h e m eet i ng of ob li g ati o ns u n d e r th e pl an or applic abl e programs . (A pprov ed by t he Off ice of
p ro g ram. (Ap p rove d by th e Off ice of M an a g em ent and M anagem ent and Budget under OMB Cont rol Numbers
B u dg et u n de r OMB Co nt rol Nu m be r 1 2 15 - 0 14 0. ) 1 2 1 5 -0140 and 1215 -0017.)
2. W i thh old ing . HUD or its de si g ne e s ha ll u po n its own (ii) (a) T he c ontract or s hal l submi t week ly f or eac h week
a cti o n o r u p o n wri tt en re q ues t of a n au thoriz ed i n which any cont ract work is performed a c opy of all
rep res en ta tiv e o f th e De pa rtm e nt of L ab o r wit h hol d or pay rolls t o HUD or its designee if t he agency is a party t o
c au se t o b e wit h he l d f ro m th e c o nt ract o r u n d er th is c ont ract t he c ont rac t, but if the agenc y is not s uc h a party, the
o r a ny ot h er F e de ra l co n t ract wit h t he s am e prim e c ont rac tor wil l s ubm it t he pay rolls t o t he appl icant s ponsor,
c on t rac to r, or any ot her F ed e ra lly -assist e d c o nt ract s ubj ect or owner, as the cas e may be, f or t ransmiss i on t o HUD or
t o Davis -B ac on p rev ail i ng wa g e re qu i reme nts , wh ich is hel d i ts desi gnee. T he pay rol ls s ubm itt ed s hal l s et out
b y t h e s am e p rime c on tract o r s o muc h o f t h e acc rued acc urat ely and c om pletely al l of t he i nf orm ati on requi red t o
p ay me nts o r adv a nc es as m ay be c o nsi d e re d n ecess ary t o be mai nt ai ned under 29 CF R 5. 5(a)(3)(i ) exc ept t hat
p ay l a b ore rs a n d m ec ha n ics, i ncl u di n g a pp rentic es, f ul l s oci al sec uri ty numbers and hom e address es shall
t rai n e es an d h el p e rs, em plo ye d by th e c o nt ract or or any not be i nc luded on weekly trans m itt als . I nst ead t he
s ub co nt ract o r t h e f ull a mou n t of wa g es req u i re d by t he pay rolls s hal l only need t o i ncl ude an i ndiv idual ly
c on t rac t I n t h e ev en t of f ai l u re t o pay any l a borer or i denti fyi ng num ber f or each em pl oy ee (e. g., t he last four
m ec ha n ic, i ncl u di ng any a p p re ntic e, t ra i ne e o r helper, di gi ts of t he empl oyee’ s s oci al s ec urity num ber) . T he
e m pl oy ed o r wo rk in g on t h e si te of t h e wo rk, al l o r part of required weekly pay rol l i nform ati on m ay be s ubmi tt ed in
t h e wag es re q ui re d by t h e c o nt ract, HUD o r its d esignee any f orm des i red. O pti onal Form W H -347 is avail abl e f or
m ay, aft e r writt e n not ic e t o t he c o nt ract or, spons or, t his purpose f rom t he Wage and Hour Divis ion Web site at
a p p lic a nt, or o wn e r, t ak e su ch act io n as m ay be n ecess ary htt p://www. dol. gov/ esa/whd/f orms/w h347i nst r. ht ml or its
t o c a us e t h e s us p ens i on of a ny fu rt h e r p aym ent, a dv ance, s ucc essor s ite . T he pri me c ont rac tor is res pons ibl e f or t he
o r g u a ra nt e e o f fu n ds u nt il s uc h vi ol at i ons h ave c eas ed . s ubmiss ion of copies of pay rolls by all s ubc ontract ors .
HUD o r its d esi g ne e m ay, aft e r wri tte n n otic e to t he Contract ors and s ubc ont ract ors s hall m ai nt ai n the full
c on t rac to r, dis b urs e s uch a mo u nts wit h he l d f o r and o n s oci al s ec urity num ber and c urrent address of eac h c overed
a cc ou nt o f t h e c o nt ract or or s u bc on t ract o r t o t h e res pect ive work er, and shall prov ide them upon request t o HUD or its
e m pl oy ees to who m t hey a re d u e . T h e Com pt rol l e r G eneral des i gnee if t he agency is a party to t he c ont rac t, but if the
s ha ll m ak e s uc h d isb u rs eme n ts in t h e c as e of di rect Davis - agency is not s uch a party, t he cont ract or wil l s ubmit t he
B ac on Act c o nt rac ts. pay rolls t o t he appl icant spons or, or own er, as t he c as e
m ay be, f or t ransm issi on t o HUD or i ts des ignee, t he
3. (i ) P ay ro lls a nd Ba si c Rec o rd s. P ay ro lls a nd basic
c ont rac tor, or t he Wage and Hour Div isi on of t he
re co rds rel ati n g t h eret o s ha ll b e m ai nt ai n e d by t he
Departm ent of Labor f or purpos es of an i nves ti gati on or
c on t rac to r d u ri n g t h e c o urse of th e wo rk p res e rv e d for a
audit of c om pl i anc e wit h prevail i ng wage requi rem ents . It
p e ri od o f t h re e y e a rs t he re aft e r fo r a ll l ab o re rs and
is not a vi ol at i on of t his s ubparagraph f or a pri me
m ec ha n ics wo rk in g at th e si te of t he wo rk . S uc h records
c ont rac tor t o require a s ubc ont rac tor t o prov i de address es
s ha ll co nt a in th e n am e, a dd ress, a n d soc i al s ec urity
and soc i al s ec urity num bers to t he prim e c ont rac tor for its
n u mb e r o f e ach s uch wo rk e r, his o r he r correct
own reco rds, wit hout weekly s ubmiss i on t o HUD or its
cl ass ific at i on, ho u rly rat es of wa g es pa i d (i ncl u di n g rat es of
des i gnee. (A pprov ed by the Of fic e of M anagem ent and
c on t ri b uti o ns o r cos ts a ntic i pa te d f o r b on a fi d e f ringe
b e n ef its o r cas h eq u iva l ents t he re of of t h e typ es d esc ri bed
i n Sec ti o n l (b )(2)(B ) o f t he Davis -b aco n Act ), d ai ly and (b) E ac h pay roll subm itt ed s hal l be acc om panied by a
we ek ly n um be r of ho u rs wo rk e d, d e duc ti o ns m a de and “St at em ent of Com pli ance,” si gned by t he c ont ract or or
a ct ua l wa g es p a id . W he n ev e r th e S ec reta ry of L abor has s ubcont rac t or or his or her agent who pays or supervis es
f o un d u nd e r 2 9 CF R 5. 5 (a)(1 )(iv ) th at t h e wa g es of any t he pay ment of t he pers ons em pl oy ed under t he c ontract
l a b o re r o r m ec ha n ic inc l ud e t h e am o un t of a ny costs and s hal l c erti fy t he f ol lowing:
re as o n ab ly an tici p at e d i n pro vi di n g be n ef its un d e r a plan or
(1) T hat the pay rol l f or the pay roll period cont ai ns t he
p ro g ram d esc ri b e d in S ect io n l (b )(2 )(B ) o f t h e Davis -
i nf orm at ion required t o be provi ded under 29 CF R
B ac on Act, t h e c on t ract o r s h al l m ai nt ai n rec ords whic h
5. 5(a)(3)(ii ), the appropri at e i nf orm at ion is bei ng
s ho w t h at t h e co mmi tme nt t o p rov i de s uc h b e n efi ts is
m ai nt ained under 29 CFR 5. 5(a)(3)(i ), and t hat s uc h
e n fo rc e a bl e, th at t h e pla n o r p rog ram is fi n anci ally
i nf orm at ion is c orrect and com pl et e;

(2) T h at eac h la b o re r o r m ech an ic (i nc lu d in g eac h hel per, em pl oy ed as st at ed abov e, s hall be pai d not less t han the
a p p re ntic e, a n d t rai ne e ) em pl oy e d on th e c o nt ract duri ng applic abl e wage rat e on the wage det ermi nati on f or t he
t h e p ay roll p e ri o d h as b ee n p ai d t he f ul l we ekly wages cl ass ific at i on of work act ual ly perf orm e d. In addi ti on, any
e a rn e d, wit h ou t re b at e, e it he r d i rec tly o r i nd i rectly, and t hat apprentic e perf ormi ng work on t he job sit e i n exc ess of the
n o d e duct i ons h ave b ee n ma d e eit h e r d i rec tly or in di rect ly rati o permi tted under the regist ered program shall be pai d
f rom t h e fu ll wa ges e arn e d, ot h e r th a n pe rm issi ble not less t han the appl icabl e wage rat e on the wage
d e d uct io ns as s et fo rt h i n 29 CF R P a rt 3; determi nati on for t he work ac tually perf orm ed . Where a
c ont rac to r is perf ormi ng cons t ruc ti on on a proj ect in a
(3) T h at e ac h l a bo re r o r m ec han ic h as b ee n p ai d not less
l oc al ity ot her t han that i n whic h its program is registered,
t h an t h e ap p lic a bl e wage ra t es a nd f ri n ge be n ef its or c as h
t he rati os and wage rat es (express ed i n perc ent ages of t he
e q u iva l en ts f o r t h e cl ass ific at i on o f wo rk p e rf o rm ed, as
j ourney man’ s hourly rat e) s pecif ied i n t he c ont rac tor’s or
s pe cif ie d i n th e a p pl ica b le wa g e d et e rm in at io n i nc orporat ed
s ubcont ract or’s regist ered pr ogram shall be obs erv ed .
i nt o th e c o nt ract.
Ev ery apprentic e m ust be pai d at not less than t he rat e
(c) T h e week ly s u bmi ss io n o f a p ro p e rly ex ec ut ed s pecif ied i n t he regis tered program f or t he apprentic e’s
c e rtif ic ati o n s et f o rt h o n t he reve rs e s id e of O pti o n al F orm l ev el of progress, ex press ed as a perc entage of t he
W H-3 4 7 sh a ll s atis fy t he req u i rem ent fo r s u bm issi o n of t he j ourney men hourly rat e specif i ed in the applic abl e wage
“St at em e nt of Co mp li a nce ” re qu i re d by s ub p a ragraph determi na ti on. A pprent ic es s hal l be pai d fri nge benef its in
A. 3 (i i )(b ). acc ordance wit h t he provis i ons of t he apprentic es hi p
(d) T h e f a lsif ic ati o n of a ny of t he a bov e c e rt if ic at ions may program. If the apprent ic es hi p program does not s peci fy
s ub j ect t he c o nt rac to r o r su bc o nt ract o r to c ivi l o r c rim inal f ringe benef its, apprentic es m ust be paid t he f ul l am ount of
p ros ec ut io n u n de r S ecti o n 10 0 1 o f T it le 18 a n d Sect i on 231 f ringe benefi ts lis ted on the wag e det ermi nat ion f or t he
o f Tit le 3 1 of th e Uni te d S tat es Cod e. applic abl e cl ass ific at ion . If t he A dmi nist rator det ermines
t hat a di ff erent pract ic e prev ai ls f or t he appl icabl e
(iii) T h e c on t ract o r o r s ubc on t racto r s h al l m ak e t he apprentic e cl ass ific at ion, f ri nges shal l be paid in
re co rds re qu i re d u n de r sub p a ra gra p h A . 3 (i ) av a il abl e f or acc ordance wit h t hat det erm inat i on . I n t he ev ent t he O ffic e
i ns p ecti o n, co py in g, or t ra nsc ri pt i on by au thoriz ed of A p prent ic eshi p T rai ning, E mpl oyer and Labor S erv ic es,
re p res en ta tiv es of HUD o r i ts d es ig n e e o r t h e De p artm ent or a St at e Apprentic es hi p Agency recogniz ed by t he Off ice,
o f L a bo r, an d sh a ll p erm it su ch rep res en ta tiv es to i nt ervi ew wit hdraws approv al of an apprentic es hi p program, t he
e m pl oy ees d u rin g wo rki n g h o urs o n th e j ob . If t he c ont rac tor wil l n o longer be permi tt ed t o ut il ize apprentic es
c on t rac to r o r s u bc ont ract or f a ils to su bm it t h e requi red at l ess t han t he applic abl e p redet ermi ned rat e f or t he work
re co rds o r t o m ak e t h em a va il a bl e, HUD o r its des ignee perform ed unti l an acc ept abl e program is approv ed.
m ay, aft e r writt e n not ic e t o t he c o nt ract or, spons or,
a p p lic a nt o r o wn er, t ak e s uc h act io n as m ay b e n ec ess ary (ii) T r ain ees. Exc ept as provi ded i n 29 CF R 5.16,
t o c a us e t h e s us p ens i on of a ny fu rt h e r p aym ent, a dv ance, t rai nees wi ll not be permitt ed t o work at less t han t he
o r g u a ran te e of f un ds . F urt h ermo re, f a il u re t o s ubm it t he predet ermi ned rate f or t he work perf orm ed unl ess t hey are
re q u ire d rec o rds u p on requ es t o r t o m ak e suc h records em pl oy ed purs uant t o and i ndiv idual ly regist ered in a
a va il a bl e m ay b e g ro un ds fo r d e b arme nt act io n p u rsuant t o program whic h has rec eiv ed pri or approv al, ev i denc ed by
2 9 CF R 5. 12 . f orm al c ertif ic ati on by t he U. S . Depart ment of Labor,
Em ploy ment and T rai ning A dmi nis t rat i on. T he rat io of
4. Ap pr en ti c e s and T ra in ee s . t rai nees to j ourney men on the job si te s hal l not be great er
(i) Ap pr en ti c e s. A pp re ntic es wil l be p e rm itt e d t o work t han permi tt ed under t he plan approv ed by the Em ploym ent
a t less t ha n t h e p red et e rm in e d rat e f o r t h e wo rk t hey and T raini ng A dm inist rati on. Ev ery trainee m ust be paid at
p e rfo rm e d wh en t hey are em pl oy e d pu rs u a nt t o and not l ess t han t he rat e s pec ifi ed i n the approved program f or
i n div i du a lly re gist e re d i n a b o na fi d e a pp re nticeshi p t he t rai nee’ s l evel of progress, ex press ed as a perc ent age
p ro g ram re gis te re d wi th th e U.S. De p a rtm e nt of Labor, of the j o urneym an hourly rat e s pecif i ed i n t he applicabl e
Em p loy me nt an d T rai n ing Ad mi nist rat io n, Offic e of wage det ermi nati on. T rai nees s hall be pai d f ringe benefi ts
A p p re nt ices h ip T rai ni ng, Em pl oy e r a nd L a b or S erv ic es, or i n accordanc e wit h t he prov isi ons of t he t rainee program . If
wit h a St at e A pp re ntic es hi p A ge ncy rec o g niz e d by t he t he t rai nee program does not ment ion f ri nge benef its,
O ffic e, o r if a p e rs on is em pl oy e d in h is o r he r fi rst 90 days t rai nees s hall be pai d t he full am ount of f ringe benefi ts
o f p ro ba ti o na ry em pl oym e nt as a n a p p r e nt ice in s uch an l ist ed on t he wage determinati on unl ess the A dmi ni st rat or
a p p re ntic es hi p p ro g ram, who is no t i n divi d u al ly re gis tered of t he Wage and Hour Div isi on determ i nes that t here is an
i n th e p rog ram, b ut wh o has b ee n c e rt ifi e d by t he Of fic e of apprentic es hi p program associ at ed wit h t he c orres pondi ng
A p p re nt ices h ip T rai ni n g, Em pl oy e r an d L a bo r S e rv ices or a j ourney man wage rat e on t he wage determ i nati on whic h
St at e A pp re ntic es hi p A g ency (wh e re a p pro p ri at e ) t o be p r ov i des f or l ess t han f ull f ringe benefits f or apprent ic es .
e l ig i bl e fo r p ro ba ti o na ry e mp l oym e nt as a n a p p re nt ic e . T he A ny em ploy ee list ed on the pay rol l at a t rai nee rate who is
a l lo wa bl e rat i o of ap p ren tice s to j o u rneym e n o n t he job sit e not regist ered and part ici pat ing i n a t rai ni ng pl an approv ed
i n a ny c raft c l assif ic ati o n s ha l l no t be g re at e r t ha n the rati o by the Em ploym ent and Trai ni ng Admi nis trat i on s hall be
p e rmitt e d t o th e c o nt ract or a s t o t h e e nti re wo rk f o rce under pai d not l ess than t h e appl ic abl e wage rat e on t he wage
t h e re g ist ere d p ro g ram. An y wo rk e r l ist e d o n a pay rol l at determi nati on f or t he work act ually perf orm ed . I n addit ion,
a n a p p re nt ic e wa g e rat e, wh o is n ot reg ist e re d o r ot herwis e any trainee perf orm ing work on t he j ob sit e i n excess of t he

ra ti o p e rmi tte d u n de r th e re g ist e red p ro g ram sh a ll be pai d (ii) No part of this c ont rac t s hal l be s ubc ont ract ed t o any
n o t less t ha n th e a p pl ica b l e wag e rat e o n th e wage pers on or fi rm i nel i gi bl e f or award of a G overnm ent contract
d e te rmi na ti o n f o r t h e wo rk act u al ly pe rf o rm e d . In t he ev ent by v i rtue of S ec t ion 3(a) of t he Davis -B ac on Act or 29 CF R
t h e E mp l oyme nt an d T rain i n g A dm i nist rat io n wit hdraws 5. 12(a)(1) or t o be awarded HUD c ont racts or partic ipate in
a p p rov al o f a t ra in in g p ro g ra m, t he c ont ract o r wil l no longer HUD programs purs uant t o 24 CF R P art 24 .
b e p e rm itt e d t o uti liz e tra ine es a t l ess th a n t h e ap plicabl e
(iii) T he penal ty for mak i ng f alse st at em ents is presc ribed
p re d et e rmi n e d rat e f o r th e wo rk p e rf o rm e d u nt il an
i n t he U.S. Crim i nal Code, 18 US C 1001 . A ddit i onally, U. S.
a cc ept a bl e p rog ram is a pp ro ve d.
Crim i nal Code, S ecti on 1 01 0, Tit l e 18, US C, “F ederal
(iii) E qu al Emplo ym en t O ppo r tu ni ty . T he uti liz at ion of Hous i ng A dmi nist rati on t rans act i ons ”, prov i des i n part:
a p p re ntic es, t rai n e es a n d j ou rn eym e n u n d e r 2 9 CF R P art 5 “Whoever, f or the purpos e of …i nf luenci ng i n any way the
s ha ll b e in c o nf ormity wit h th e eq u al em pl oym ent acti on of s uc h A dmi nist ration…m ak es, utt ers or publ is hes
o p p o rt u nity re q ui rem e nts o f Ex ec ut ive O rd e r 11 246, as any st at em ent k nowi ng t he s am e t o be f alse…s hall be fi ned
a m en d e d, a nd 2 9 CF R Pa rt 3 0 . not m ore t han $5, 000 or i mpris oned not m ore than t wo
y ears , or bot h. ”
5. Com pli an c e wi th Cop el and Ac t Req uir em en ts . The
c on t rac to r s ha ll c om ply with t he re qu i re ments of 29 CF R 11. Com plain ts, Pr oceedi ngs, or T estimo n y by
P a rt 3 whic h a re i nc orp o rat ed by re fe re nc e i n t h is c ont ract Emp lo yees. No l aborer or m ec hanic t o whom t he wage,
s al ary, or ot her l abor st andards prov isi ons of t his Contract
6. S ub con tr ac ts. T h e c o nt ra ct o r or su bc o nt ractor wil l
are appl ic abl e s hal l be disc harged or i n any ot her m anner
i ns e rt i n a ny s ubc o nt racts t he cl a uses cont a ined i n
disc rimi nat ed agains t by the Cont ract or or any
s ub p a rag ra phs 1 t h roug h 11 i n t his p a rag ra ph A a nd s uc h
s ubcont ract or bec ause s uc h empl oyee has fi l ed any
o t he r cl a us es as HUD o r its d es ig n e e may by a p p ropri at e
c om pl ai nt or i nst it ut ed or c aus ed t o be ins tit ut ed any
i nst ruct io ns re q ui re, a n d a co py of th e ap p lic ab l e p revail i ng
proc eedi ng or has t esti fi ed or is about t o tes tify i n any
wa g e d ec isi o n, and als o a cl a use req u iri ng t he
proc eedi ng under or relati ng t o the l abor s tandards
s ub co nt ract o rs t o i ncl u d e th es e c l aus es in a ny lo wer t i er
applic abl e under t his Cont ract to his em pl oy er.
s ub co nt racts . T he p ri me con t racto r s h al l b e res p on si ble f or
t h e c om pl i anc e by a ny su bc o nt rac to r or l o wer ti er B. Co ntr act Wor k Hou r s and S afety Stand ar ds Act .
s ub co nt ract o r wit h a ll th e c o nt ract c l a uses i n t his T he prov isi ons of this paragraph B are appl icabl e where t he
p a ra g ra p h. am ount of t he prim e cont ract exceeds $100,000. As used
i n t his paragraph, t he terms “laborers ” and “m ec hanics ”
7. Co ntr a ct T e rmin a tio n ; Deba rm en t . A b reac h of t he
i nc lude watc hm en and guards.
c on t rac t cla us es i n 2 9 CF R 5. 5 may b e g rou nds f or
t e rmi n at io n of th e c on tract an d f o r d e ba rm e nt as a (1) O ver time Req ui rem en ts. No cont ract or or
c on t rac to r a n d a su bc o nt ract o r as p rov i de d in 2 9 CFR 5.12. s ubcont ract or cont ract ing for any part of the c ont rac t work
whic h m ay requi re or inv olve t he em pl oym en t of l aborers or
8. Com pli an c e wi th Da v i s -Ba c on a nd Rel a ted Act
m ec hanics s hal l requi re or perm it any suc h l aborer or
Re qu ir em en ts. A ll rul i ngs a n d i nt erp ret ati o ns of t h e Davis -
m ec hanic in any work week in whic h t he indiv i dual is
B ac on a nd Rel at e d Acts co n ta i ne d i n 29 CF R P a rts 1, 3,
em pl oy ed on s uc h work t o work i n exc ess of 40 hours i n
a n d 5 a re he re in i nco rp ora te d by ref e re nce i n t his co nt ract
s uc h work week unl ess s uch laborer or m echanic rec eiv es
9. Di sp ute s Co nc e rni ng L a bo r S tan da rd s . Disput es c om pens at ion at a rat e not l ess t han one and one -half
a ris in g ou t of t h e l ab o r st and a rds prov isi o ns of t h is contract t im es t he basic rat e of pay for al l hours worked i n exc ess of
s ha ll n ot b e s ub j ect to t h e g e n e ral dis p utes c la us e of t his 40 hours i n s uc h workweek.
c on t rac t . S uch dis p ut es sh a ll be reso lv ed i n acc ordanc e
(2) Vi ol atio n; Li abil ity fo r Un p aid Wag es ; Liqu id ated
wit h th e p roce d u res o f t he De p a rtm e nt of L a bo r s et fort h in
Damages. I n t he ev ent of any v i ol at ion of t he cl aus e s et
2 9 CF R P a rts 5, 6, a n d 7 . Dis p ut es wit hi n th e m e ani ng of
f ort h i n subparagraph (1) o f t his paragraph, the c ontract or
t his cl a use i ncl u d e dis p utes b et we e n t h e c o nt rac to r (or any
and any s ubc ont ract or res pons i bl e t herefor s hal l be liabl e
o f its s u bc ont ract o rs ) a nd HUD or its d es ig n e e, t he U.S.
f or t he unpai d wages . I n addit ion, s uc h c ont rac tor and
De p a rtm e nt of La b o r, o r t he em pl oy e es o r t hei r
s ubcont ract or s hal l be li able to t he Uni ted St at es (in t he
re p res en ta tiv es.
c as e of work done under c ont rac t f or t he Dist rict of
10. (i ) Ce r ti fi ca ti on o f Elig ibili ty . By e nt e ri n g into t his Col um bi a or a t errit ory, to such Dist rict or t o s uc h t erritory),
c on t rac t t h e c o nt rac to r ce rt ifi es th at ne it he r it (n o r he or f or l iquidat ed dam ages . Suc h l iqui dat ed dam ages s hal l be
s he ) n o r a ny pe rso n o r fi rm wh o has an i nt e rest in the c om puted wit h respect to each i ndivi dual l aborer or
c on t rac to r’ s fi rm is a pe rso n o r f irm in e li gi b le to be m ec hanic, inc l udi ng watc hm en and guards , em pl oy ed in
a wa rd ed G ove rnm e nt co nt ra cts by vi rt ue of S ect io n 3(a) of vi olati on of t he cl ause s et fort h i n subparagraph (1) of t his
t h e Dav is -B aco n Ac t or 2 9 CF R 5. 1 2 (a )(1 ) or t o b e a warded paragraph, i n t he s um of $10 f or eac h c alendar day on
HUD co nt racts o r p artic ip ate i n HUD p ro g rams pu rs uant t o whic h suc h i ndiv i dual was requi red or permi tt ed t o work i n
2 4 CF R P a rt 2 4. exc ess of t he standard work week of 40 hours wit hout
pay ment of t he ov ert im e wages requi red by t he c lause set
f ort h i n s ub paragraph (1) of t his paragraph.

(3) W i thh old ing fo r Unp ai d W a ge s and Liq uid ated
Da ma ge s. HUD o r its desi g n ee s h al l up o n i ts o wn act ion
o r up o n writt e n req u est of a n a ut h o riz e d re p res ent at ive of
t h e De p a rtm e nt of L ab o r wit h ho l d or ca us e t o b e wit hhel d,
f rom a ny m o neys p aya b le on acc o un t of work p erfo rm ed by
t h e c o nt rac to r o r subc o nt ract o r u nd e r a ny s uc h c o nt ract or
a ny ot h er F e d era l c o nt ract wit h t he s am e p ri me c on t ract, or
a ny ot h e r F e d era lly -assist e d co nt ract s u bj ect t o t he
Co n tract W o rk H o u rs a nd S af ety St an d a rds Act which is
h e l d by t h e sam e prim e con t racto r s uc h sums as m ay be
d e te rmi ne d to be n ec ess ary to sa tisfy a ny li a bi lit i es of s uc h
c on t rac to r o r s ubc o nt ract o r f o r u n pa i d wa ges an d l i qui dat ed
d a ma g es as p rovi d ed in t he c la us e se t for th i n
s ub p a rag ra ph (2 ) of th is p ara g ra p h.
(4) S ub con tr ac ts. Th e c on t ract o r or s u bc on tract or s hall

i ns e rt i n a ny s u bc ont racts t he cl a us es s et f orth i n
s ub p a rag ra ph (1 ) t h ro u g h (4 ) o f th is pa ra g ra p h an d als o a
cl a us e re qu i ri n g t h e su bc on t rac to rs t o inc l ud e t he se
cl a us es i n a ny lo we r tie r s u bco nt racts . T he pri me
c on t rac to r s ha ll b e res p on si bl e f or co mp li a nc e by any
s ub co nt ract o r o r l o we r t ie r su bc o nt rac to r wit h t h e c lauses
s et fo rth i n su b p a ra g raph s (1 ) th ro ug h (4 ) of t his
p a ra g ra p h.
C. He a lth a nd S a fety . T h e pr o vis io ns of t his p aragraph
C are app lic a bl e whe re t he a mo u nt of t h e p rim e cont ract
e xc ee ds $ 10 0, 0 0 0.
(1) No l a bo re r or mec h a nic s ha l l b e re qu i re d t o work i n
s u rro u nd i ngs o r u n d e r wo rk i ng c o nd it io ns wh ic h are
u ns a ni ta ry, h aza rd ous , o r d a n ge ro us to his he al th an d
s af ety as d et e rmi n e d u n d er c ons truct i on s af ety a nd healt h
st a nd a rds p rom ul g ate d by th e Sec ret a ry of L a bor by
re g u la ti o n.
(2) T h e Co nt ract o r sh al l com ply with al l re g ul at i ons
iss u e d by t he S ec ret a ry o f L a b o r p u rs ua nt t o Tit l e 29 P art
1 9 2 6 a n d fa il u re to c om ply m ay res ult i n im p osi ti on of
s an cti o ns pu rs u an t t o t h e Co n t ract W o rk Hou rs a n d S af ety
St a n da rds Act, (Pu b lic L aw 9 1 -5 4, 8 3 St at 96 ) . 40 US C
3 7 0 1 et s e q.
(3) T h e c o nt ract or s ha ll i nc lud e t h e p rovisi o ns of t his
p a ra g ra p h in ev e ry s u bco ntra ct s o t h at s uch p rovis i ons wi ll
b e b in d in g o n e ac h s ubc on t racto r . T he c o nt ract or s hall
t ak e s uc h act io n wit h res pe ct to any su bc ont racto r as the
S ec reta ry o f Ho us in g a nd Urb a n Dev el o pme nt or t he
S ec reta ry of L ab o r s ha ll di rect as a m ea ns of enforci ng
s uc h p rov isi o ns.

FEDERAL EMERGENCY MANAGEMENT AGENCY (“FEMA”) RIDER
(10/27/2015)
For use with contracts funded by the FEMA Grant and Cooperative Agreement Programs,
including the Public Assistance Program
(This Rider should not be used with contracts funded by the following FEMA Programs:
Emergency Management Preparedness Grant Program, Homeland Security Grant Program,
Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security
Grant Program, and Transit Security Grant Program. This Rider should be accompanied by the
Uniform Federal Contract Provisions Rider for Federally Funded Procurement Contracts.)
1. Suspension and Debarment. Section C(5) of the Uniform Federal Contract Provisions
Rider for Federally Funded Procurement Contracts is supplemented with the following
provisions:
(a) This contract is a covered transaction for purposes of 2 C.F.R. Parts 180 and
3000. As such the Contractor is required to verify that none of the Contractor, its
principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. §
180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at
2 C.F.R. § 180.935). By entering into this contract, the Contractor certifies that it
is in compliance with 2 C.F.R. Parts 180 and 3000.
(b) The Contractor must comply with 2 C.F.R. Part 180, subpart C and 2 C.F.R. Part
3000, subpart C during the term of this contract and must include a requirement to
comply with these regulations in any lower tier covered transaction it enters into.
(c) The certification in paragraph (a), above, and section C(5) of the Uniform Federal
Contract Provisions Rider for Federally Funded Procurement Contracts is a
material representation of fact relied upon by the City of New York. If it is later
determined that the Contractor did not comply with 2 C.F.R. Part 180, subpart C
and 2 C.F.R. Part 3000, subpart C, in addition to remedies available to the City of
New York and, if applicable, the State of New York, the Federal Government
may pursue available remedies, including but not limited to suspension and/or
debarment.
2. Davis-Bacon Act. For the purposes of Section D(1)(a) of the Uniform Federal Contract
Provisions Rider, compliance with the Davis-Bacon Act (40 U.S.C. §§ 3141-3148) is not
required of the Contractor pursuant to FEMA regulations. However, if this Contract is
funded by another federal funding source (e.g., the U.S. Department of Housing and
Urban Development CDBG or CDBG-DR programs), compliance with the Davis-Bacon
Act is required to the extent required by law and as set forth in the contract documents.
3. Rights to Inventions Made Under a Contract or Agreement. Section E of the Uniform

Federal Contract Provisions Rider for Federally Funded Procurement Contracts does not
apply to the following FEMA Programs: Public Assistance Program, Hazard Mitigation
Grant Program, Fire Management Assistance Grant Program, Crisis Counseling
Assistance and Training Grant Program, Disaster Case Management Program, and
Federal Assistance to Individuals and Households – Other Needs Assistance Grant
Program.
4. Copeland “Anti-Kickback” Act. The Contractor shall comply with provisions of the
Copeland “Anti-Kickback” Act (18 U.S.C. § 874) as delineated in the Uniform Federal
Contract Provisions Rider, FEMA Exhibit 2, Section (A).
5. Contract Work Hours and Safety Standards Act. The Contractor shall comply with the
provisions of the Contract Work Hours and Safety Standards Act as delineated in the
Uniform Federal Contract Provisions Rider, FEMA Exhibit 2, Section (B).
6. Access to Records.
(a) The Contractor agrees to provide the City of New York, the FEMA
Administrator, the Comptroller General of the United States, or any of
their authorized representatives access to any books, documents, papers,
and records of the Contractor which are directly pertinent to this contract
for the purposes of making audits, examinations, excerpts, and
transcriptions.
(b) The Contractor agrees to permit any of the foregoing parties to reproduce
said documents by any means or to copy excerpts and transcriptions as
reasonably needed.
(c) The Contractor agrees to provide the FEMA Administrator or his/her

authorized representative access to construction or other work sites
pertaining to the work being completed under the contract.
7. Logos. The Contractor shall not use DHS seal(s), logos, crests, or reproductions of flags
or likenesses of DHS agency officials without specific FEMA preapproval.
8. Compliance with Law. The Contractor acknowledges that FEMA financial assistance
will be used to fund the contract only and agrees to comply will all applicable federal
law, regulations, executive orders, FEMA policies, procedures, and directives.
9. Federal Government not a Party. The Contractor acknowledges and understands that the
Federal Government is not a party to this contract and is not subject to any obligations or
liabilities to the City, Contractor or any other party pertaining to any matter resulting
from the contract.
10. False Claims. The Contractor acknowledges that 31 U.S.C. Chap. 38 applies to the
Contractor’s actions pertaining to this contract.
-2-
EXHIBIT 2
Federal Labor Standards Provisions (Non-Davis Bacon) 1
Federal Emergency Management Agency
(10/27/2015)
Applicability: The Project or Program to which the construction work covered by this contract
pertains is being assisted by the United States of America and the following Federal Labor
Standards Provisions are included in this Contract pursuant to the provisions applicable to such
Federal assistance.
A. Compliance with the Copeland “Anti-Kickback” Act.
1. Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145,
and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated
by reference into this contract.
2. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the

clause in paragraph 1 above and such other clauses as the FEMA may by appropriate
instructions require, and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for
the compliance by any subcontractor or lower tier subcontractor with all of these
contract clauses.
3. Breach. A breach of the contract clauses above may be grounds for termination of the
contract, and for debarment as a contractor and subcontractor as provided in 29
C.F.R. § 5.12.
B. Compliance with the Contract Work Hours and Safety Standards Act. The
provisions of this Section B are applicable where the amount of the prime contract
exceeds $100,000.
1. Overtime requirements. No contractor or subcontractor contracting for any part of

the contract work which may require or involve the employment of laborers or
mechanics shall require or permit any such laborer or mechanic in any workweek in
which he or she is employed on such work to work in excess of forty hours in such
workweek unless such laborer or mechanic receives compensation at a rate not less
than one and one-halftimes the basic rate of pay for all hours worked in excess of
forty hours in such workweek.
2. Violation; liability for unpaid wages; liquidated damages. In the event of any
violation of the clause set forth in paragraph (1) of this Section B the contractor and
any subcontractor responsible therefor shall be liable for the unpaid wages. In
1 This version of Exhibit 2 applies to contracts funded by FEMA Grant and Cooperative Agreement Programs,
including the Public Assistance Program. Do not use this version of Exhibit 2 in connection with FEMA programs
that are subject to the Davis-Bacon Act; such programs are the Emergency Management Preparedness Grant
Program, the Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security
Grant Program, Port Security Grant Program, and Transit Security Grant Program.
addition, such contractor and subcontractor shall be liable to the United States (in the
case of work done under contract for the District of Columbia or a territory, to such
District or to such territory), for liquidated damages. Such liquidated damages shall
be computed with respect to each individual laborer or mechanic, including
watchmen and guards, employed in violation of the clause set forth in paragraph (1)
of this section, in the sum of $10 for each calendar day on which such individual was
required or permitted to work in excess of the standard workweek of forty hours
without payment of the overtime wages required by the clause set forth in paragraph
(1) of this section.
3. Withholding for unpaid wages and liquidated damages. The City of New York
shall upon its own action or upon written request of an authorized representative of
the Department of Labor withhold or cause to be withheld, from any moneys payable
on account of work performed by the contractor or subcontractor under any such
contract or any other Federal contract with the same prime contractor, or any other
federally-assisted contract subject to the Contract Work Hours and Safety Standards
Act, which is held by the same prime contractor, such sums as may be determined to
be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid
wages and liquidated §damages as provided in the clause set forth in paragraph (2) of
this section.
4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the

clauses set forth in paragraphs (1) through (4) of this Section B and also a clause
requiring the subcontractors to include these clauses in any lower tier subcontracts.
The prime contractor shall be responsible for compliance by any subcontractor or
lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this
section B.
C. Health and Safety. The provisions of this paragraph C are applicable where the amount
of the prime contract exceeds $100,000.
1. No laborer or mechanic shall be required to work in surroundings or under

working conditions which are unsanitary, hazardous, or dangerous to his health
and safety as determined under construction safety and health standards
promulgated by the Secretary of Labor by regulation.
2. The Contractor shall comply with all regulations issued by the Secretary of Labor
pursuant to Title 29 Part 1926 and failure to comply may result in imposition of
sanctions pursuant to the Contract Work Hours and Safety Standards Act, (Public
Law 91-54, 83 Stat 96). 40 USC 3701 et seq.
3. The contractor shall include the provisions of this paragraph in every subcontract
so that such provisions will be binding on each subcontractor. The contractor shall
take such action with respect to any subcontractor as FEMA or the Secretary of
Labor shall direct as a means of enforcing such provisions.
-4-
Rider 2
Access to Non-Public Areas
Effective April 16, 2018, Local Law 246 of 2017 is codified in the New York City Administrative
Code at Section 4-210. The law in part applies to any contractor having regular contact with the
public in the daily administration of human services at any location, whether or not on city
property, where such services are provided under a City contract. Accordingly, Contractor
agrees to the following requirements:
In connection with the services provided under this Agreement, Contractor shall not knowingly
permit and shall use reasonable efforts to ensure that its subcontractors do not knowingly permit
Enforcement Personnel to have access to non-public areas of the facilities where the services
are provided unless:
1. such Enforcement Personnel are authorized to have access pursuant to an

agreement, contract, or subcontract;
2. such Enforcement Personnel present a judicial warrant;
3. access is otherwise required by law;
4. such Enforcement Personnel are accessing such non-public areas as part of a

cooperative arrangement involving city, state, or federal agencies;
5. access furthers the purpose or mission of a city agency; or
6. exigent circumstances exist.
For the purposes of this rider, the phrase “Enforcement Personnel” means government
personnel who are empowered to enforce civil or criminal laws, but excludes personnel of the
City, the New York City Department of Education, or a local public benefit corporation or local
public authority.
Rider 2 Page i of i
Rider 3
Identifying Information
Section 1.01 Background.

Local Laws 245 and 247 of 2017 (codified at New York City Charter (“Charter”) Section 8
subdivision (h) and the Administrative Code of the City of New York (“Admin. Code”) Sections
23-1201 to -1205) are effective June 15, 2018. Such laws apply to human services contracts
and subcontracts and other contracts designated by the City Chief Privacy Officer that involve
the collection, retention, or disclosure of “Identifying Information” in connection with services
provided under a City contract or subcontracts. Accordingly, in connection with the services
provided under this Agreement, Contractor may collect, retain, and disclose Identifying
Information only in accordance with the requirements of this Identifying Information Rider, the
policies and protocols adopted pursuant to Admin. Code Sections 23-1201 to -1205, the other
provisions of this Agreement and as otherwise required by law.
Section 1.02 Definitions.

A. “Agency” means the City agency or office through which the City has entered into this
Agreement.
B. “Agency Privacy Officer” means the person designated to exercise functions under
Admin. Code Sections 23-1201 to -1205 by the Agency through which the City is a party
to this Agreement.
C. “Authorized User,” as it relates to the collection, use, disclosure of, or access to
Identifying Information under this Agreement, means a Contractor or subcontractor
whose collection use, disclosure of, or access to Identifying Information is necessary to
carry out the activities and obligations set forth in this Agreement, or is required by law.
D. “City Chief Privacy Officer” means the person designated by the Mayor pursuant to
Charter Section 8 subdivision (h) as the City’s Chief Privacy Officer or such person’s
designee.
E. “Contractor” for the purposes of this Rider, means the entity entering into a contract with
the City and includes employees, subcontractors, and agents of Contractor unless the
context requires otherwise.
F. “Exigent Circumstances” means circumstances where collection or disclosure is urgently
necessary, such that procedures that would otherwise be required such as prior review
and approval by the agency privacy officer or Chief Privacy Officer, might cause undue
delay.
G. “Identifying Information” means any information provided by the City to Contractor or
sub-contractor or obtained by Contractor or subcontractor in connection with this
Agreement that may be used on its own or with other information to identify or locate an
individual. Identifying Information includes, but is not limited to: name, sexual orientation,
gender identity, race, marital or partnership status, status as a victim of domestic
violence or sexual assault, status as a crime victim or witness, citizenship or immigration
Rider 3 Page i of iv
status, eligibility for or receipt of public assistance or city services, all information
obtained from an individual’s income tax records, an individual’s Social Security number,
information obtained from any surveillance system operated by, for the benefit of, or at
the direction of the New York City Police Department, motor vehicle information or
license plate number, biometrics such as fingerprints and photographs, languages
spoken, religion, nationality, country of origin, place of birth, date of birth, arrest record or
criminal conviction, employment status, employer information, current and previous
home and work addresses, contact information such as phone number and email
address, information concerning social media accounts, date and/or time of release from
the custody of the Administration for Children’s Services, the Department of Correction,
or the New York City Police Department, any scheduled court appearances, any
scheduled appointments with the City, the Contractor or its subcontractor that provides
human services or other services designated by the City Chief Privacy Officer, and any
other category of information designated by the City Chief Privacy Officer, including but
not limited to: Internet Protocol (“IP”) address; taxpayer identification number; device
identifier, including media access control (“MAC”) address or internet mobile equipment
identity (“IMEI”); GPS-based location obtained or derived from a device that can be used
to track or locate an individual; and any identifier that can identify and electronic device
linkable to an individual. .
Section 1.03 Collection.

Absent Exigent Circumstances, Contractor shall not collect Identifying Information unless such
collection (a) has been pre-approved in writing by the Agency Privacy Officer and the City Chief
Privacy Officer (collectively, “Privacy Officer”) and the collection of such Identifying Information
is in furtherance of Contractor’s obligations under this Agreement; (b) is required by law or
treaty; (c) is required by the New York City Police Department in connection with a criminal
investigation; or (d) is required by a City agency in connection with the welfare of a minor or
other individual who is not legally competent. For avoidance of doubt, the collection of such
Identifying Information in furtherance of Contractor’s obligations under this Agreement has been
approved in writing by the Privacy Officer.
Section 1.04 Disclosure.

A. Absent Exigent Circumstances, Contractor shall not disclose Identifying Information
unless such disclosure (a) has been authorized in writing by the individual to whom such
information pertains or, if such individual is a minor or is otherwise not legally competent,
by such individual's parent, legal guardian, or other person with legal authority to
consent on behalf of the individual; (b) has been approved by the Agency Privacy Officer
or the City Chief Privacy Officer and the disclosure of such Identifying Information is in
furtherance of Contractor’s obligations under this Agreement; (c) is required by law or
treaty; (d) is required by the New York City Police Department in connection with a
criminal investigation; or (e) is required by a City agency in connection with the welfare
of a minor or other individual who is not legally competent
Rider 3 Page ii of iv
B. If Contractor or subcontractor discloses an individual’s Identifying Information in violation
of this Rider, Contractor shall notify the Agency Privacy Officer. In addition, if such
disclosure requires notification to the affected individual(s) pursuant to the policies and
protocols promulgated by the City Chief Privacy Officer under subdivision 6 of Section
23-1203, in the discretion, of the Agency Privacy Officer Contractor shall either (i) make
reasonable efforts to notify such individual(s) in writing of the Identifying Information
disclosed and to whom it was disclosed as soon as practicable or (ii) cooperate with the
Agency’s efforts to notify such individual(s) in writing. The City shall have the right to
withhold further payments under this Agreement for the purpose of set-off in sufficient
sums to cover the costs of notifications and/or other actions mandated by any law,
administrative or judicial order, or the City Chief Privacy Officer to address the
disclosure, including any fines or disallowances imposed by the State or federal
government as a result of the disclosure. The City shall also have the right to withhold
further payments hereunder for the purpose of set-off in sufficient sums to cover the
costs of credit monitoring services for the victims of such a disclosure by a national
credit reporting agency, and/or any other commercially reasonable preventive measure.
The Agency shall provide Contractor with written notice and an opportunity to comment
on such measures prior to implementation. Alternatively, at the City’s discretion, or if
monies remaining to be earned or paid under this Agreement are insufficient to cover the
costs detailed above, Contractor shall pay directly for the costs, detailed above, if any.
C. Section 1.04(B) shall not require any notification that would violate any law or interfere
with an investigation or otherwise compromise public safety pursuant to subdivision e of
Section 23-1204.
Section 1.05 Exigent Circumstances.

In the event Contractor or subcontactor collects or discloses Identifying Information due to
Exigent Circumstances, with no other basis for collection or disclosure under subdivisions b or c
of Section 23-1202, Contractor shall send to the Agency Privacy Officer information about such
collection or request and disclosure, along with an explanation of why such Exigent
Circumstances existed, as soon as practicable after such collection or disclosure. This section
shall not require any such notification for collection or disclosure of Identifying Information that:
(a) is required by the New York City Police Department in connection with an open criminal
investigation; (b) is required by a City agency in connection with an open investigation
concerning the welfare of a minor or other individual who is not legally competent; or (c) occurs
in the normal course of performing Contractor’s obligations under this Agreement and is in
furtherance of law enforcement or public health or safety powers of the Agency under Exigent
Circumstances.
Section 1.06 Retention.

Contractor shall retain Identifying Information as required by law or as otherwise necessary in
furtherance of this Agreement, or as otherwise approved by the Agency Privacy Officer or the
City Chief Privacy Officer.
Rider 3 Page iii of iv

Section 1.07 Reporting.
Contractor shall provide the Agency with reports as requested by the Agency Privacy Officer or
City Chief Privacy Officer regarding the collection, retention, and disclosure of Identifying
Information by Contractor. Each such report shall include information concerning Identifying
Information collected, retained, and disclosed, including: (a) the types of Identifying Information
collected, retained, or disclosed; (b) the types of collections and disclosures classified as
“routine” and any collections or disclosures approved by the Agency Privacy Officer or City
Chief Privacy Officer; and (c) any other related information that may be reasonably required by
the Agency Privacy Officer or City Chief Privacy Officer.
Section 1.08 Coordination with Agency Privacy Officer.

The Agency, upon prior written approval, may assign powers and duties of the Agency Privacy
Officer to Contractor for purposes of this Agreement. In such event, Contractor shall exercise
those powers and duties in accordance with applicable law in relation to the Agreement, and
shall comply with directions of the Agency Privacy Officer and City Chief Privacy Officer
concerning coordination and reporting.
Section 1.09 Conflicts with Provisions Governing Records, Audits, Reports and
Investigations.
To the extent allowed by law, the provisions of this Rider shall control if there is a conflict
between any of the provisions of this Rider and, as applicable, either (i) Article 5 of Appendix A
(General Provisions Governing Contracts for Consultants, Professional, Technical, Human, and
Client Services); (ii) if the value of this Agreement is $100,000 or less and the Agreement is
funded by City Council Discretionary Funds, Article 7(E) and Rider 1, Article 1 of the Agreement;
or (iii) if neither (i) nor (ii) apply, the Investigations Clause, and other provisions concerning
records retention, inspections, audits, and reports designated elsewhere in the Agreement. The
provisions of this Rider do not replace or supersede any other obligations or requirements of
this Agreement.
Section 1.10 Subcontracts.

A. Contractor shall include this Rider in all subcontracts to provide human services or other
services designated in the policies and protocols of the City Chief Privacy Officer.
B. Contractor agrees that it is fully responsible to the Agency for the compliance with this
Rider by its subcontractors that provide human services or other services designated by
the City Chief Privacy Officer.
Section 1.11 Disclosures of Identifying Information to Third Parties.

Contractor shall comply with the City Chief Privacy Officer’s policies and protocols concerning
requirements for a written agreement governing the disclosure of Identifying Information to a
third party. Notwithstanding this Section 1.11, the Parties acknowledge and agree that where
such disclosure pertains to Personal Health Information, a valid Business Associate Agreement
would comply with this Section where entered into properly and for its intended purpose.
Rider 3 Page iv of iv
Rider 4
Indirect Cost Rate Development and Application
Policies and Procedures Manual
Effective immediately, the City of New York Health and Human Services Cost Policies and
Procedures Manual (<Cost Manual=), available at nyc.gov/nrc, is hereby incorporated into and
made a part of the Standard Human Services Contract.
Rider 4 Page i of i
RIDER 5
NEW YORK CITY MAYORAL EXECUTIVE ORDER NO. 64 RIDER
Responsibility of Contracted Providers of Human Services
in Relation to Matters Involving Allegations of Sexual Harassment
(To supplement the New York City Standard Human Services Contract)
Section 1.01 Background. New York City Mayoral Executive Order No. 64 (<EO 64=)
entitled <Responsibility of Contracted Providers of Human Services in Relation to Matters
Involving Allegations of Sexual Harassment= became effective on March 3, 2021. This Mayoral
Executive Order applies to <human services= contracts, as that term is defined in section 6-129
of the New York City Administrative Code. EO 64 states that sexual harassment constitutes a
form of unlawful discrimination under the New York City Human Rights Law that is prohibited in
the workplace and in the provision of public accommodations, and is also illegal under New
York State and Federal law. Pursuant to section 803 of the New York City Charter, the Mayor
may direct the Commissioner of Investigation to undertake investigations, including
investigations of alleged sexual harassment by personnel delivering services for or on behalf of
the City of New York.
Section 1.02 Definitions.
A. <Agency= means the City agency or office through which the City of New York has
entered into this Agreement.
B. "Agreement= means the agreement between the Agency and the Contractor, to which
this rider has been added.
C. <Certification Date= means 30 days after the date that the Agreement is registered
pursuant to Section 328 of the New York City Charter, or if this rider is added by an
amendment, the date said amendment is registered pursuant to Section 328 of the New
York City Charter.
D. <DOI=means the New York City Department of Investigation.
E. <Human Services= means services provided to third parties, including social services
such as day care, foster care, home care, homeless assistance, housing and shelter
assistance, preventive services, youth services, and senior centers; health or medical
services including those provided by health maintenance organizations; legal services;
employment assistance services, vocational and educational programs; and recreation
programs.
F. <PassPort= means New York City’s digital Procurement and Sourcing Solutions Portal;
G. <Contractor=means the entity providing Human Services under a contract with the City of
New York.
H. <Rider= means this New York City Mayoral Executive Order No. 64 Rider.
Section 1.03 Reporting. Contractor shall provide information about sexual harassment
complaints, whether made by an employee, client, or other person, by making the following
available to DOI at http://www.nyc.gov/HSProviderReport:
Rider 5 Page i of iv
A. A copy of the Contractor’s sexual harassment policies, including complaint procedures,
which shall be uploaded to PassPort; and
B. A copy of any complaint or allegation of sexual harassment or retaliation on the basis of
a complaint of sexual harassment brought by any person against the Chief Executive
Officer or equivalent principal of the organization in any venue, including through the
Contractor’s internal Equal Opportunity process, subject to Section 2 herein. Such copy
must be redacted as to the name and any identifying information of individuals except
the accused and provided, by secure means that the DOI shall determine and publicize,
within 30 days of receipt of the complaint or allegation; and
C. A copy of the final determination or judgment with regard to any complaint covered in
subdivision (B), redacted as to the name and any identifying information of individuals
except the accused; and
D. Any additional information the DOI requests in order to effectuate its review of any
investigation and determination, including information that had been redacted pursuant
to subdivisions (B) and (C).
Section 1.04 Annual Certification. On the Certification Date and on the anniversary of said
date every year thereafter during the term of the Agreement, the Contractor’s Board of Directors
or equivalent authority of Contractor shall upload to PassPort a certification substantially in the
form annexed hereto as Annex 1 certifying that they have made all reports required pursuant to
this rider or that they had no information to report.
Section 1.05 Contractor’s Duty to Investigate. The reporting obligations under Section
1.03 does not relieve the Contractor of its duty to investigate any complaint or allegation or of
any other contractual obligations.
Section 2.
Disclosure to and collection by DOI of any personally identifying information relating to
allegations of sexual harassment – which constitutes “sensitive identifying information” under
section 6.2 of the Citywide Privacy Protections and Protocols of the City’s Chief Privacy Officer
and “restricted” information under the NYC Cyber Command Policies and Standards – has been
authorized by the Chief Privacy Officer under section 23-1202 of the New York City
Administrative Code as being in the best interests of the City.
Section 3.
Contractor hereby acknowledges the provisions of Section 4 of EO 64, which provides that
Agencies may consider any findings reported by DOI, as well as a provider's failure to furnish
the information required by Section 1.03 above when determining whether to continue, modify,
amend, or renew a contract.
Rider 5 Page ii of iv
ANNEX 1
SAMPLE CERTIFICATION
I, (NAME), who is (CHAIRMAN OF THE BOARD OR EQUIVALENT PRINCIPAL) of
(CONTRACTOR) (the “Contractor”), have reviewed the requirements of Mayoral Executive
Order 64 of 2021 and, in compliance therewith, hereby certify to the following:
1) A copy of the Contractor’s sexual harassment policy has been uploaded to the New York
City’s PASSPort system on DATE. The policy uploaded is the most up-to-date version of
the policy.
2) Allegations of Sexual Harassment. Please initial one (1) of the two (2) options below.
For the year prior to the date of this certification, or since the Contractor’s last
certification, whichever period is longer:
___ Contractor has reviewed its records and internal communications and confirms
that it has not received any complaints or allegations of sexual harassment, or
retaliation on the basis of a complaint or allegations of sexual harassment,
brought against the Chief Executive Officer or equivalent principal of the
organization in any venue, including through the Contractor’s internal Equal
Opportunity process.
that it has received complaints or allegations of sexual harassment, or retaliation
on the basis of a complaint or allegations of sexual harassment, brought against
the Chief Executive Officer or equivalent principal of the organization in any
venue, including through the Contractor’s internal Equal Opportunity process.
Contractor has provided redacted copies of documents regarding all such
complaints or allegations to DOI.
3) Final Determinations and Judgments. Please initial one (1) of the two (2) options. For
the year prior to the date of this certification, or since the Contractor’s last certification,
whichever period is longer:
that it has not made any final determinations, including settlement, or received
any judgments relating to any complaints or allegations covered under Mayoral
Executive 64 of 2021.
that it has made final determinations, including settlement, or received judgments
relating to complaints or allegations covered under Mayoral Executive 64 of
2021. Contractor has provided redacted copies of all such documents to DOI.
I affirm under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct.
Rider 5 Page iii of iv

Dated
(NAME OF ENTITY)
BY:
(NAME )
(TITLE)
Subscribed and sworn to before me this

day of , 20 ,
Notary Public
Rider 5 Page iv of iv
Rider 6
Rider to City Service Contracts
Pursuant to NYC Admin. Code §6-145
Labor Peace Agreements for Human Services Contracts
SECTION: DEFINITIONS.
A. Building service employee. The term “building service employee” means any person,
the majority of whose employment consists of performing work in connection with the
care or maintenance of a building or property, including but not limited to a watchperson,
guard, doorperson, building cleaner, porter, handyperson, janitor, gardener,
groundskeeper, stationary fireman, elevator operator and starter, or window cleaner.
B. City service subcontractor. The term “city service subcontractor” means any person,
including, but not limited to, a temporary services, staffing or employment agency or
other similar entity, that pursuant to an agreement with the contractor, performs any of
the services to be rendered pursuant to this contract, except that the term “city service
subcontractor” shall not include any person who enters into a contract with the contractor
the principal purpose of which is to provide supplies, or administrative services, technical
support services, or any other similar services to the contractor that do not directly relate
to the performance of the human services to be rendered pursuant to this contract. A
person shall be deemed a city service subcontractor for the duration of the period during
which such person performs such services under this contract.
C. Covered employee. The term “covered employee” means an employee of a covered
employer who directly renders human services in performance of this contract, except
that the term “covered employee” shall not include any building service employee.
D. Covered employer. The term “covered employer” means the contractor or a city
service subcontractor, as applicable.
E. Human services. The term “human services” means social services contracted for by
an agency on behalf of third party clients including but not limited to day care, foster
care, home care, health or medical services, housing and shelter assistance, preventive
services, youth services, the operation of senior centers, employment training and
assistance, vocational and educational programs, legal services and recreation
programs.
F. Labor organization. The term “labor organization” has the same meaning as set forth
in subdivision (5) of section 152 of title 29 of the United States Code.
G. Labor peace agreement. The term “labor peace agreement” means an agreement
between a covered employer and a labor organization that seeks to represent
employees who perform one or more classes of work to be performed pursuant to this
contract, where such agreement: (1) requires that the covered employer and the labor
organization and its members agree to the uninterrupted delivery of services to be
rendered pursuant to this contract and to refrain from actions intended to or having the
effect of interrupting such services; and (2) includes any other terms agreed to by the
Rider 6 Page i of vi
parties, which may relate to, but need not be limited to: (i) alternate procedures related
to recognizing the labor organization for bargaining purposes, (ii) public statements, (iii)
workplace access, and (iv) the provision of employee contact information.. For the
purposes of this rider, the term “labor peace agreement” may include a collective
bargaining agreement that is in effect.
SECTION 2: RESPONSIBILITIES OF THE CONTRACTOR.

A. The contractor shall comply with all applicable requirements under Admin. Code §6-145
and any rules promulgated pursuant thereto. Such requirements constitute a material
term of this contract. The contractor’s failure to comply with the requirements of Admin.
Code § 6-145 may constitute a material breach by the contractor of the terms of this
contract, and such failure shall be determined by the contracting agency.
B. The contractor shall submit the Labor Peace Agreement Certification pursuant to Admin.
Code §6-145(c), as well as the Labor Peace Agreement Attestation pursuant to NYC
Admin. Code §6-145(b), attached hereto.
C. If the contractor and/or city service subcontractor receives written notice of such a
breach and fails to cure such breach within 30 days of such notice, the City shall have
the right to pursue any rights or remedies available under the terms of this contract or
under applicable law, including termination of the contract.
D. If the contractor fails to perform in accordance with any of the requirements of this
section and there is a continued need for the service the contracting agency may (i)
obtain from another source the required service as specified in this contract, or any part
thereof; (ii) may charge the non-performing contractor for any difference in price
resulting from the alternative arrangements; (iii) may assess any administrative charge
established by the contracting agency; and (iv) may, as appropriate, invoke such other
remedies as are available under the contract and applicable law.
SECTION 3: LABOR PEACE AGREEMENT CERTIFICATION.

A. Prior to the award or renewal of this contract, the bidder or proposer seeking award or
the contractor seeking renewal shall have provided the awarding contracting agency a
certification, in the form attached to this rider, containing the following information:
(1) The name, address and telephone number of the chief executive officer of the
bidder or proposer seeking award, or the contractor seeking renewal, as
applicable;
(2) A statement that, if the contract is awarded or renewed, the bidder or proposer
seeking award, or the contractor seeking renewal, as applicable, agrees to
comply with the requirements of Admin. Code §6-145, and with all applicable
federal, state and local laws; and
(3) A record of any instances during the preceding five years in which the bidder or
proposer seeking award, or the contractor seeking renewal, as applicable, has
been found by a court or government agency to have violated federal, state or
Rider 6 Page ii of vi
local laws regulating labor relations, in which any government body initiated a
judicial action, administrative proceeding or investigation of the bidder, proposer,
or contractor in regard to such laws.
B. The certification shall be signed under penalty of perjury by an officer of the bidder,
proposer, or contractor and shall be annexed to and form a part of the contract.
C. The contractor shall each year throughout the term of the contract submit to the
contracting agency an updated version of the certification required under Admin. Code
§6-145(c), and identify any changes from the previous certification. During the term of
this contract, the contractor shall make such certification during the 30-day period
following each anniversary of the effective date of this contract.
SECTION 4: LABOR PEACE AGREEMENTS ATTESTATION.

A. No later than 90 days after the award or renewal of this contract the contractor shall
either, as applicable:
(1) submit an attestation to the contracting agency, in the form attached to this rider,
signed by one or more labor organizations, as applicable, stating that the
contractor has entered into or is in the process of negotiating one or more labor
peace agreements with such labor organizations as have provided notice
pursuant to section (4)(C)(1) of this rider, and identify: (i) the classes of covered
employees covered by the labor peace agreements, (ii) the classes of covered
employees not currently represented by a labor organization and that no labor
organization has sought to represent, and (iii) the classes of covered employees
for which labor peace agreement negotiations have not yet concluded; or
(2) submit an attestation to the contracting agency stating that the contractor’s
covered employees are not currently represented by a labor organization and
that no labor organization has sought to represent such covered employees by
providing notice pursuant to section (4)(C)(1) of this rider.
B. Where a labor organization seeks to represent the covered employees of the contractor
after the expiration of the 90-day period following the award or renewal date of this
contract, and the labor organization has provided notice to the contracting agency and
the contractor pursuant to section (4)(C) of this rider regarding such interest, the
contractor shall then submit an attestation signed by the labor organization to the
contracting agency no later than 90 days after the date of notice stating that it has
entered into a labor peace agreement with such labor organization or that labor peace
agreement negotiations have not yet concluded.
C. For the purposes of this section:
(1) notice to the contractor by a labor organization shall be made in writing by a duly
authorized representative of the labor organization to either (i) the chief executive
officer of the contractor; or (ii) the business address or e-mail address provided
for in section 14.04 of Appendix A of this contract; and
Rider 6 Page iii of vi

(2) notice to the contracting agency shall be made in writing by a duly authorized
representative of the labor organization to the contracting agency at the physical
address or e-mail address provided for in section 14.04 of Appendix A of this
contract.
D. In evaluating any violation of this section or any other provision of this rider or Admin.
Code § 6-145, the city shall consider any relevant conduct of a labor organization, the
size of the contractor’s business, the contractor’s good faith efforts to comply with the
terms of this rider and Admin. Code § 6-145, the gravity of the violation, the history of
previous violations, and the failure to comply with recordkeeping, reporting or other
requirements. In considering whether the contractor has exercised good faith efforts in
attempting to comply with obligations related to the submission of attestations in
compliance with this section, the city shall consider the contractor’s documented efforts
to negotiate with labor organizations.
E. Notwithstanding any other provision of this rider, where a class of a contractor’s covered
employees are covered by a collective bargaining agreement with a labor organization,
such contractor is neither required to include any statements in an attestation in regards
to labor peace agreements or negotiations relating thereto with any other labor
organization with respect to such class of covered employees, nor required to seek such
other labor organization’s signature on any attestation with respect to such class of
covered employees.
SECTION 5: SUBCONTRACTORS. The contractor shall cause its city service subcontractors
to comply with Admin. Code §6-145, as applicable, and include the following provisions and the
attached Labor Peace Agreement Attestation in each of its subcontracts with such city service
subcontractors, and shall be responsible for collecting subcontractor attestations and providing
them to the contracting agency:
A. Labor Peace Agreements:
(1) No later than 90 days after the approval by the contracting agency of a city
service subcontractor, such city service subcontractor, shall either:
(a) submit an attestation to the contracting agency, through the city service
contractor, signed by one or more labor organizations, as applicable,
stating that the city service subcontractor has entered into or is in the
process of negotiating one or more labor peace agreements with such
labor organizations as have provided notice pursuant to subsection
(C)(1), and identify: (i) the classes of covered employees covered by the
labor peace agreements, (ii) the classes of covered employees not
currently represented by a labor organization and that no labor
organization has sought to represent, and (iii) the classes of covered
employees for which labor peace agreement negotiations have not yet
concluded; or
(b) submit an attestation to the contracting agency, through the city service
contractor, stating that the city service subcontractor’s covered
Rider 6 Page iv of vi
employees are not currently represented by a labor organization and that
no labor organization has sought to represent such covered employees
by providing notice pursuant to subsection (C)(1).
(2) Where a labor organization seeks to represent the covered employees of the city
service subcontractor after the 90-day period following the approval of the city
service subcontractor, and a labor organization has provided notice to the
contracting agency and city service subcontractor pursuant to subsection (C)
regarding such interest, the city service subcontractor shall then submit an
attestation signed by the labor organization to the contracting agency no later
than 90 days after the date of notice stating that it has entered into a labor peace
agreement with such labor organization or that labor peace agreement
negotiations have not yet concluded.
(3) For the purposes of this section:
(a) notice to the city service subcontractor by a labor organization shall be
made in writing by a duly authorized representative of the labor
organization to either (i) the chief executive officer of such city service
subcontractor; or (ii) the business address or e-mail address set forth
pursuant to the notice provisions of this city service subcontract; and
(b) notice to the contracting agency shall be made in writing by a duly
authorized representative of the labor organization to the contracting
agency at the address or e-mail address provided for in section 14.04 of
Appendix A of the agreement between the city service contractor and the
contracting agency under which this city service subcontract is being
performed.
(4) In evaluating any violation of this section, the city service contractor shall
consider any relevant conduct of a labor organization, the size of the city service
subcontractor’s business, the city service subcontractor’s good faith efforts to
comply with the terms of this section and Admin. Code §6-145, the gravity of the
violation, the history of previous violations, and the failure to comply with
recordkeeping, reporting or other requirements. In considering whether the city
service subcontractor has exercised good faith efforts in attempting to comply
with obligations related to the submission of attestations in compliance with this
section, the city service contractor shall consider the city service subcontractor’s
documented efforts to negotiate with labor organizations.
(5) Notwithstanding any other provision of this section, where a class of a city
service subcontractor’s covered employees are covered by a collective
bargaining agreement with a labor organization, such city service subcontractor
is neither required to include any statements in an attestation in regards to labor
peace agreements or negotiations relating thereto with any other labor
organization with respect to such class of covered employees, nor required to
seek such other labor organization’s signature on any attestation with respect to
such class of covered employees.
Rider 6 Page v of vi
(6) The definitions in section 1 to the “Rider to City Service Contracts pursuant to
Admin. Code §6-145 Labor Peace Agreements for Human Services Contracts” to
the agreement between the city service contractor and the contracting agency
under which this city services subcontract is being performed shall apply to this
terms used in section, unless another meaning is clear from context.
SECTION 6: AWARD DATE.
A. For the purposes of this rider, the date of an award shall be deemed to be the date upon
which a contract is signed by both the contractor and the contracting agency.
B. For the purposes of this rider, the date of a renewal shall be deemed to be the date upon
which a contract renewal is signed by both the contractor and the contracting agency.
Rider 6 Page vi of vi
Labor Peace Agreement Certification
Certification Prior to Contract Award or Renewal
Pursuant to NYC Admin. Code § 6-145(c)
Contract Name: E-PIN#:
This certification is (select one):  The first such certification under for contract award/renewal.
 a subsequent (yearly) certification. If so, provide date of first certification:
I, (print), the undersigned,
am a duly authorized officer of (vendor name)
Chief Executive Officer (CEO) of the city service contractor, bidder or proposer seeking award Check if updated
from a previous
or the city service contractor seeking renewal of a city service contract, as applicable: certification
CEO Name: 
Address: 
Telephone: Email: 
If the city service contract is awarded or renewed (as applicable), I, the undersigned, agree to comply with the requirements of NYC
Admin. Code § 6-145, and with all applicable federal, state and local laws.
Labor Relations findings: Instances during the preceding five years in which the bidder or proposer seeking award, or the city service
contractor seeking renewal, as applicable, has been found by a court or government agency to have violated federal, state or local laws
regulating labor relations, in which any government body initiated a judicial action, administrative proceeding or investigation of the bid-
der, proposer, or city service contractor in regard to such labor relations laws: Add pages as necessary. If not applicable write “N/A”.
Violation: Date of Action: Charging Agency:
Summary:

Check if updated from a previous certification 


Summary:



Summary:


I (print) swear or affirm,
under penalty of perjury, that the above information is accurate as of the date noted below.
Signed: Date:
State: County: S.S.
Sworn or affirmed before me on: [Stamp]

Notary Public:
Labor Peace Agreement Attestation
Pursuant to NYC Admin. Code § 6-145(b)
Contract Name: E-PIN#:
1. I, (print), the undersigned, a duly authorized officer of the  city service contractor or
 city service subcontractor (choose one) of (business name)

(“covered employer1”), do hereby certify: As of this date, the following is true with regard to Labor Peace Agreements
(“LPA” or “LPAs”): (Choose one of the following)
 Labor Peace Agreement(s) have been entered into or are under negotiation. (Complete section 2 and 3)
or…
 Covered employees are not currently represented by a labor organization and no labor organization has sought to
2
represent such covered employees. (Complete section 3 ONLY)
If a city service contractor or city service subcontractor has entered into a collective bargaining agreement (CBA)
with a labor organization that remains in effect, such CBA may be listed as an LPA for the purposes of this form.
2. The above-named covered employer has entered into or is in negotiations for the following Labor Peace Agreements
with the following labor organizations: (complete the below as applicable and add additional sheets as necessary)
LPA entered into with (labor organization) on (date)
Class(es) of covered employees2 covered by this LPA:
Labor Organization Signature:

(authorized labor organization representative print and sign) (date)
Negotiations have been initiated with the following Labor Organization but have not yet concluded.
(labor organization)
Class(es) of covered employees2 to be covered by this LPA:
Labor Organization Signature:

The following classes of covered employees are NOT currently represented by a labor organization and no labor organization
has sought to represent them:
3. If, after the expiration of the 90-day period following the award or renewal date of the city service contract or the approval of
a city service subcontractor, a labor organization seeks to represent the covered employees of a covered employer and the
labor organization has provided notice to the contracting agency and the covered employer regarding such interest in accor-
dance with the terms of the rider, as applicable, then the covered employer shall submit an attestation (signed by the labor
organization) to the contracting agency (or, if the covered employer is a subcontractor, submit to the city service contractor
for submission to the contracting agency) no later than 90 days after the date of notice stating that it has entered into a labor
peace agreement with such labor organization or that labor peace agreement negotiations have not yet concluded.
I
1
Sign:
By signing, I am certifying the information contained in this attestation is true.
Date:
-I
“covered employer”: a city service contractor or a city service subcontractor, having entered into a service contract with an agency of the City.
2
“covered employee”: an employee of a covered employer who directly renders human services in performance of a city service contract, except that the
term “covered employee” shall not include any building service employee.
RIDER 7
NYC EARNED SAFE AND SICK TIME ACT CONTRACT RIDER
NYC EARNED SAFE AND SICK TIME ACT CONTRACT RIDER
This supersedes Section 4.06 of the January 2018 Appendix A
A. Introduction and General Provisions.

1. The Earned Safe and Sick Time Act (“ESSTA”), codified at Title 20, Chapter 8 of
the New York City Administrative Code, also known as the “Paid Safe and Sick Leave Law,”
requires covered employees (as defined in Admin. Code § 20-912) in New York City (“City”) to
be provided with paid safe and sick time. Contractors of the City or of other governmental
entities may be required to provide safe and sick time pursuant to the ESSTA. The ESSTA is
enforced by the City’s Department of Consumer and Worker Protection (“DCWP”), which has
promulgated 6 RCNY §§ 7-101 and 201 et seq. (“DCWP Rules”).
2. The Contractor agrees to comply in all respects with the ESSTA and the DCWP
Rules, and as amended, if applicable, in the performance of this agreement. The Contractor
further acknowledges that such compliance is a material term of this agreement and that failure
to comply with the ESSTA in performance of this agreement may result in its termination.
3. The Contractor must notify (with a copy to DCWP at
ComplianceMonitoring@dcwp.nyc.gov) the Agency Chief Contracting Officer of the City Agency
or other entity with whom it is contracting in writing within 10 days of receipt of a complaint
(whether oral or written) or notice of investigation regarding the ESSTA involving the
performance of this agreement. Additionally, the Contractor must cooperate with DCWP’s
guidance and must comply with DCWP’s subpoenas, requests for information, and other
document demands as set forth in the ESSTA and the DCWP Rules. More information is
available at https://www1.nyc.gov/site/dca/about/paid-sick-leave-what-employers-need-to-
know.page.
4. Upon conclusion of a DCWP investigation, Contractor will receive a findings letter
detailing any employee relief and civil penalties owed. Pursuant to the findings, Contractor will
have the opportunity to settle any violations and cure the breach of this agreement caused by
failure to comply with the ESSTA either i) without a trial by entering into a consent order or ii)
appearing before an impartial judge at the City’s administrative tribunal. In addition to and
notwithstanding any other rights and remedies available to the City, non-payment of relief and
penalties owed pursuant to a consent order or final adjudication within 30 days of such consent
order or final adjudication may result in the termination of this agreement without further
opportunity to settle or cure the violations.
5. The ESSTA is briefly summarized below for the convenience of the Contractor.
The Contractor is advised to review the ESSTA and the DCWP Rules in their entirety. The
Contractor may go to www.nyc.gov/PaidSickLeave for resources for employers, such as
Frequently Asked Questions, timekeeping tools and model forms, and an event calendar of
upcoming presentations and webinars at which the Contractor can get more information about
how to comply with the ESSTA and the DCWP Rules. The Contractor acknowledges that it is
responsible for compliance with the ESSTA and the DCWP Rules notwithstanding any
inconsistent language contained herein.
Rider 7 Page i of v
B. Pursuant to the ESSTA and DCWP Rules: Applicability, Accrual, and Use.
1. An employee who works within the City must be provided paid safe and sick
time.1Employers with one hundred or more employees are required to provide 56 hours of safe
and sick time for an employee each calendar year. Employers with fewer than one hundred
employees are required to provide 40 hours of sick leave each calendar year. Employers must
provide a minimum of one hour of safe and sick time for every 30 hours worked by an employee
and compensation for such safe and sick time must be provided at the greater of the
employee’s regular hourly rate or the minimum wage at the time the paid safe or sick time is
taken. Employers are not discouraged or prohibited from providing more generous safe and sick
time policies than what the ESSTA requires.
2. Employees have the right to determine how much safe and sick time they will
use, provided that an employer may set a reasonable minimum increment for the use of safe
and sick time not to exceed four hours per day. For the use of safe time or sick time beyond the
set minimum increment, an employer may set fixed periods of up to thirty minutes beyond the
minimum increment. In addition, an employee may carry over up to 40 or 56 hours of unused
safe and sick time to the following calendar year, provided that no employer is required to carry
over unused paid safe and sick time if the employee is paid for such unused safe and sick time
and the employer provides the employee with at least the legally required amount of paid safe
and sick time for such employee for the immediately subsequent calendar year on the first day
of such calendar year.
3. An employee entitled to safe and sick time pursuant to the ESSTA may use safe
and sick time for any of the following:
a. such employee’s mental illness, physical illness, injury, or health condition
or the care of such illness, injury, or condition or such employee’s need for medical
diagnosis or preventive medical care;
b. such employee’s care of a family member (an employee’s child, spouse,
domestic partner, parent, sibling, grandchild, or grandparent, the child or parent of an
employee’s spouse or domestic partner, any other individual related by blood to the
employee, and any other individual whose close association with the employee is the
equivalent of a family relationship) who has a mental illness, physical illness, injury or
health condition or who has a need for medical diagnosis or preventive medical care;
c. closure of such employee’s place of business by order of a public official
due to a public health emergency;
d. such employee’s need to care for a child whose school or childcare
provider has been closed due to a public health emergency; or
e. when the employee or a family member has been the victim of a family
offense matter, sexual offense, stalking, or human trafficking:
1 Pursuant to the ESSTA, if fewer than five employees work for the same employer, and the employer had a net
income of less than one million dollars during the previous tax year, such employer has the option of providing such
employees uncompensated safe and sick time.
Rider 7 Page ii of v
1. to obtain services from a domestic violence shelter, rape crisis center, or
other shelter or services program for relief from a family offense matter,
sexual offense, stalking, or human trafficking;
2. to participate in safety planning, temporarily or permanently relocate, or
take other actions to increase the safety of the employee or employee’s
family members from future family offense matters, sexual offenses,
stalking, or human trafficking;
3. to meet with a civil attorney or other social service provider to obtain
information and advice on, and prepare for or participate in any criminal
or civil proceeding, including but not limited to, matters related to a family
offense matter, sexual offense, stalking, human trafficking, custody,
visitation, matrimonial issues, orders of protection, immigration, housing,
discrimination in employment, housing or consumer credit;
4. to file a complaint or domestic incident report with law enforcement;
5. to meet with a district attorney’s office;
6. to enroll children in a new school; or
7. to take other actions necessary to maintain, improve, or restore the
physical, psychological, or economic, health or safety of the employee or
the employee’s family member or to protect those who associate or work
with the employee.
4. An employer must not require an employee, as a condition of taking safe and

sick time, to search for a replacement. However, where the employee’s need for safe and sick
time is foreseeable, an employer may require an employee to provide reasonable notice of the
need to use safe and sick time. For an absence of more than three consecutive work days, an
employer may require reasonable documentation that the use of safe and sick time was needed
for a reason listed in Admin. Code § 20-914; and/or written confirmation that an employee used
safe and sick time pursuant to the ESSTA. However, an employer may not require
documentation specifying the nature of a medical condition, require disclosure of the details of a
medical condition, or require disclosure of the details of a family offense matter, sexual offense,
stalking, or human trafficking, as a condition of providing safe and sick time. Health information
and information concerning family offenses, sexual offenses, stalking or human trafficking
obtained solely due to an employee’s use of safe and sick time pursuant to the ESSTA must be
treated by the employer as confidential. An employer must reimburse an employee for all
reasonable costs or expenses incurred in obtaining such documentation for the employer.
5. An employer must provide to all employees a written policy explaining its method
of calculating sick time, policies regarding the use of safe and sick time (including any
permissible discretionary conditions on use), and policies regarding carry-over of unused time at
the end of the year, among other topics. It must provide the policy to employees using a delivery
method that reasonably ensures that employees receive the policy. If such employer has not
provided its written policy, it may not deny safe and sick time to an employee because of non-
compliance with such a policy.
Rider 7 Page iii of v

6. An employer must provide a pay statement or other form of written
documentation that informs the employee of the amount of safe/sick time accrued and used
during the relevant pay period and the total balance of the employee’s accrued safe/sick time
available for use.
7. Safe and sick time to which an employee is entitled must be paid no later than
the payday for the next regular payroll period beginning after the safe and sick time was used.
C. Exemptions and Exceptions. Notwithstanding the above, the ESSTA does not apply to
any of the following:
1. an independent contractor who does not meet the definition of employee under
N.Y. Labor Law § 190(2);
2. an employee covered by a valid collective bargaining agreement, if the provisions
of the ESSTA are expressly waived in such agreement and such agreement provides a benefit
comparable to that provided by the ESSTA for such employee;
3. an audiologist, occupational therapist, physical therapist, or speech language
pathologist who is licensed by the New York State Department of Education and who calls in for
work assignments at will, determines their own schedule, has the ability to reject or accept any
assignment referred to them, and is paid an average hourly wage that is at least four times the
federal minimum wage;
4. an employee in a work study program under Section 2753 of Chapter 42 of the
United States Code;
5. an employee whose work is compensated by a qualified scholarship program as
that term is defined in the Internal Revenue Code, Section 117 of Chapter 20 of the United
States Code; or
6. a participant in a Work Experience Program (WEP) under N.Y. Social Services
Law § 336-c.
D. Retaliation Prohibited. An employer shall not take any adverse action against an
employee that penalizes the employee for, or is reasonably likely to deter the employee from or
interfere with the employee exercising or attempting in good faith to exercise any right provided
by the ESSTA. In addition, an employer shall not interfere with any investigation, proceeding, or
hearing pursuant to the ESSTA.
E. Notice of Rights.
1. An employer must provide its employees with written notice of their rights
pursuant to the ESSTA. Such notice must be in English and the primary language spoken by an
employee, provided that DCWP has made available a translation into such language.
Downloadable notices are available on DCWP’s website at
https://www1.nyc.gov/site/dca/about/Paid-Safe-Sick-Leave-Notice-of-Employee-Rights.page.
The notice must be provided to the employees by a method that reasonably ensures personal
receipt by the employee.
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2. Any person or entity that willfully violates these notice requirements is subject to
a civil penalty in an amount not to exceed $50.00 for each employee who was not given
appropriate notice.
F. Records. An employer must retain records documenting its compliance with the
ESSTA for a period of at least three years, and must allow DCWP to access such records in
furtherance of an investigation related to an alleged violation of the ESSTA.
G. Enforcement and Penalties.

1. Upon receiving a complaint alleging a violation of the ESSTA, DCWP must
investigate such complaint. DCWP may also open an investigation to determine compliance
with the ESSTA on its own initiative. Upon notification of a complaint or an investigation by
DCWP, the employer must provide DCWP with a written response and any such other
information as DCWP may request. If DCWP believes that a violation of the ESSTA has
occurred, it has the right to issue a notice of violation to the employer .
2. DCWP has the power to grant an employee or former employee all appropriate
relief as set forth in Admin. Code § 20-924(d). Such relief may include, but is not limited to,
treble damages for the wages that should have been paid; statutory damages for unlawful
retaliation; and damages, including statutory damages, full compensation for wages and
benefits lost, and reinstatement, for unlawful discharge. In addition, DCWP may impose on an
employer found to have violated the ESSTA civil penalties not to exceed $500.00 for a first
violation, $750.00 for a second violation within two years of the first violation, and $1,000.00 for
each succeeding violation within two years of the previous violation. When an employer has a
policy or practice of not providing or refusing to allow the use of safe and sick time to its
employees, DCWP may seek penalties and relief on a per employee basis.
3. Pursuant to Admin. Code § 20-924.2, (a) where reasonable cause exists to
believe that an employer is engaged in a pattern or practice of violations of the ESSTA, the
Corporation Counsel may commence a civil action on behalf of the City in a court of competent
jurisdiction by filing a complaint setting forth facts relating to such pattern or practice and
requesting relief, which may include injunctive relief, civil penalties and any other appropriate
relief. Nothing in § 20-924.2 prohibits DCWP from exercising its authority under section 20-924
or the Charter, provided that a civil action pursuant to § 20-924.2 shall not have previously been
commenced.
H. More Generous Polices and Other Legal Requirements. Nothing in the ESSTA is
intended to discourage, prohibit, diminish, or impair the adoption or retention of a more
generous safe and sick time policy, or the obligation of an employer to comply with any contract,
collective bargaining agreement, employment benefit plan or other agreement providing more
generous safe and sick time. The ESSTA provides minimum requirements pertaining to safe
and sick time and does not preempt, limit, or otherwise affect the applicability of any other law,
regulation, rule, requirement, policy or standard that provides for greater accrual or use by
employees of safe and sick leave or time, whether paid or unpaid, or that extends other
protections to employees. The ESSTA may not be construed as creating or imposing any
requirement in conflict with any federal or state law, rule or regulation.
Rider 7 Page v of v
APPENDIX A
GENERAL PROVISIONS GOVERNING CONTRACTS FOR
CONSULTANTS, PROFESSIONAL, TECHNICAL AND HUMAN CLIENT SERVICES);
Appendix A January 2018 Final
APPENDIX A
GENERAL PROVISIONS GOVERNING CONTRACTS FOR

CONSULTANTS, PROFESSIONAL, TECHNICAL, HUMAN, AND CLIENT SERVICES
ARTICLE 1 - DEFINITIONS................................................................................................................................................. 4
Section 1.01 Definitions.................................................................................................................................. 4
ARTICLE 2 - REPRESENTATIONS, WARRANTIES, CERTIFICATIONS, AND DISCLOSURES .......................... 5

Section 2.01 Procurement of Agreement ........................................................................................................ 5
Section 2.02 Conflicts of Interest .................................................................................................................... 5
Section 2.03 Certification Relating to Fair Practices .................................................................................... 6
Section 2.04 Disclosures Relating to Vendor Responsibility .......................................................................... 6
Section 2.05 Disclosure Relating to Bankruptcy and Reorganization ............................................................ 6
Section 2.06 Authority to Execute Agreement ................................................................................................ 7
ARTICLE 3 - ASSIGNMENT AND SUBCONTRACTING................................................................................................ 7

Section 3.01 Assignment ................................................................................................................................. 7
Section 3.02 Subcontracting ........................................................................................................................... 8
ARTICLE 4 - LABOR PROVISIONS ................................................................................................................................. 10

Section 4.01 Independent Contractor Status ................................................................................................ 10
Section 4.02 Employees and Subcontractors ................................................................................................ 10
Section 4.03 Removal of Individuals Performing Work................................................................................ 11
Section 4.04 Minimum Wage; Living Wage.................................................................................................. 11
Section 4.05 Non-Discrimination in Employment ........................................................................................ 13
Section 4.06 Paid Sick Leave Law ................................................................................................................ 16
Section 4.07 Whistleblower Protection Expansion Act................................................................................. 20
ARTICLE 5 - RECORDS, AUDITS, REPORTS, AND INVESTIGATIONS ................................................................. 21

Section 5.01 Books and Records................................................................................................................... 21
Section 5.02 Retention of Records ................................................................................................................ 21
Section 5.03 Inspection ................................................................................................................................. 22
Section 5.04 Audit......................................................................................................................................... 22
Section 5.05 No Removal of Records from Premises.................................................................................... 23
Section 5.06 Electronic Records ................................................................................................................... 23
Section 5.07 Investigations Clause ............................................................................................................... 23
Section 5.08 Confidentiality ......................................................................................................................... 26
i
ARTICLE 6 - COPYRIGHTS, PATENTS, INVENTIONS, AND ANTITRUST ............................................................ 27

Section 6.01 Copyrights and Ownership of Work Product ........................................................................... 27
Section 6.02 Patents and Inventions ............................................................................................................. 28
Section 6.03 Pre-existing Rights ................................................................................................................... 28
Section 6.04 Antitrust ................................................................................................................................... 29
ARTICLE 7 - INSURANCE ................................................................................................................................................. 29

Section 7.01 Agreement to Insure ................................................................................................................. 29
Section 7.02 Workers’ Compensation, Disability Benefits, and Employers’ Liability Insurance................. 29
Section 7.03 Other Insurance ....................................................................................................................... 30
Section 7.04 General Requirements for Insurance Coverage and Policies .................................................. 31
Section 7.05 Proof of Insurance ................................................................................................................... 32
Section 7.06 Miscellaneous .......................................................................................................................... 33
ARTICLE 8 - PROTECTION OF PERSONS AND PROPERTY AND INDEMNIFICATION ................................... 34

Section 8.01 Reasonable Precautions........................................................................................................... 34
Section 8.02 Protection of City Property ...................................................................................................... 34
Section 8.03 Indemnification ........................................................................................................................ 34
Section 8.04 Infringement Indemnification................................................................................................... 35
Section 8.05 Indemnification Obligations Not Limited By Insurance Obligation ........................................ 35
Section 8.06 Actions By or Against Third Parties ........................................................................................ 35
Section 8.07 Withholding of Payments ......................................................................................................... 35
Section 8.08 No Third Party Rights .............................................................................................................. 36
ARTICLE 9 - CONTRACT CHANGES ............................................................................................................................. 36

Section 9.01 Contract Changes .................................................................................................................... 36
Section 9.02 Changes Through Fault of Contractor .................................................................................... 36
ARTICLE 10 - TERMINATION, DEFAULT, REDUCTIONS IN FUNDING, AND LIQUIDATED DAMAGES ..... 36

Section 10.01 Termination by the City Without Cause ................................................................................... 36
Section 10.02 Reductions in Federal, State, and/or City Funding ................................................................. 37
Section 10.03 Contractor Default ................................................................................................................... 38
Section 10.04 Force Majeure ......................................................................................................................... 39
Section 10.05 Procedures for Termination ..................................................................................................... 40
Section 10.06 Miscellaneous Provisions ........................................................................................................ 41
Section 10.07 Liquidated Damages ................................................................................................................ 41
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ARTICLE 11 - PROMPT PAYMENT AND ELECTRONIC FUNDS TRANSFER ....................................................... 42

Section 11.01 Prompt Payment ...................................................................................................................... 42
Section 11.02 Electronic Funds Transfer ....................................................................................................... 42
ARTICLE 12 - CLAIMS ....................................................................................................................................................... 43

Section 12.01 Choice of Law .......................................................................................................................... 43
Section 12.02 Jurisdiction and Venue ............................................................................................................ 43
Section 12.03 Resolution of Disputes ............................................................................................................. 43
Section 12.04 Claims and Actions .................................................................................................................. 48
Section 12.05 No Claim Against Officials, Agents, or Employees .................................................................. 48
Section 12.06 General Release ....................................................................................................................... 48
Section 12.07 No Waiver ................................................................................................................................ 48
ARTICLE 13 - APPLICABLE LAWS................................................................................................................................. 49

Section 13.01 PPB Rules ................................................................................................................................ 49
Section 13.02 All Legal Provisions Deemed Included .................................................................................... 49
Section 13.03 Severability / Unlawful Provisions Deemed Stricken .............................................................. 49
Section 13.04 Compliance With Laws ............................................................................................................ 49
Section 13.05 Unlawful Discrimination in the Provision of Services ............................................................. 49
Section 13.05 Americans with Disabilities Act (ADA).................................................................................... 50
Section 13.06 Voter Registration .................................................................................................................... 50
Section 13.07 Political Activity ...................................................................................................................... 53
Section 13.08 Religious Activity ..................................................................................................................... 53
Section 13.09 Participation in an International Boycott ................................................................................ 53
Section 13.10 MacBride Principles ................................................................................................................ 54
Section 13.11 Access to Public Health Insurance Coverage Information ...................................................... 54
Section 13.12 Distribution of Personal Identification Materials .................................................................... 55
ARTICLE 14 - MISCELLANEOUS PROVISIONS .......................................................................................................... 56

Section 14.01 Conditions Precedent ............................................................................................................... 56
Section 14.02 Merger ..................................................................................................................................... 56
Section 14.03 Headings .................................................................................................................................. 56
Section 14.04 Notice ....................................................................................................................................... 56
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ARTICLE 1 - DEFINITIONS
Section 1.01 Definitions
The following words and expressions, or pronouns used in their stead, shall, wherever
they appear in this Agreement, be construed as follows, unless a different meaning is clear from
the context:
A. “Agency Chief Contracting Officer” or “ACCO” means the position delegated

authority by the Agency Head to organize and supervise the procurement activity of subordinate
Agency staff in conjunction with the City Chief Procurement Officer.
B. “Agreement” means the various documents, including this Appendix A, that

constitute the contract between the Contractor and the City.
C. “City” means the City of New York.
D. “City Chief Procurement Officer” or “CCPO” means the position delegated

authority by the Mayor to coordinate and oversee the procurement activity of Mayoral agency
staff, including the ACCOs.
E. “Commissioner” or “Agency Head” means the head of the Department or his or

her duly authorized representative. The term “duly authorized representative” shall include any
person or persons acting within the limits of his or her authority.
F. “Comptroller” means the Comptroller of the City of New York.
G. “Contractor” means the entity entering into this Agreement with the City.
H. “Days” means calendar days unless otherwise specifically noted to mean business
days.
I. “Department” or “Agency” means the City agency or office through which the
City has entered into this Agreement.
J. “Law” or “Laws” means the New York City Charter (“Charter”), the New York
City Administrative Code (“Admin. Code”), a local rule of the City of New York, the
Constitutions of the United States and the State of New York, a statute of the United States or of
the State of New York and any ordinance, rule or regulation having the force of law and adopted
pursuant thereto, as amended, and common law.
K. “Procurement Policy Board” or “PPB” means the board established pursuant to

Charter § 311 whose function is to establish comprehensive and consistent procurement policies
and rules that have broad application throughout the City.
L. “PPB Rules” means the rules of the Procurement Policy Board as set forth in Title
9 of the Rules of the City of New York (“RCNY”), § 1-01 et seq.
4
M. “SBS” means the New York City Department of Small Business Services.
N. “State” means the State of New York.
ARTICLE 2 - REPRESENTATIONS, WARRANTIES, CERTIFICATIONS, AND

DISCLOSURES
Section 2.01 Procurement of Agreement
A. The Contractor represents and warrants that, with respect to securing or soliciting
this Agreement, the Contractor is in compliance with the requirements of the New York State
Lobbying Law (Legislative Law §§ 1-a et seq.). The Contractor also represents that it is in
compliance with the lobbying registration requirements of Admin. Code §§ 3-211 et seq. and that
any individual or organization who conducted any lobbying on the Contractor’s behalf in order
to solicit or secure this Agreement or the funding for this Agreement is disclosed on the attached
Exhibit C. The Contractor makes such representations and warranties to induce the City to enter
into this Agreement and the City relies upon such representations and warranties in the execution
of this Agreement.
B. For any breach or violation of the representations and warranties set forth in
Paragraph A above, the Commissioner shall have the right to annul this Agreement without
liability, entitling the City to recover all monies paid to the Contractor; and the Contractor shall
not make claim for, or be entitled to recover, any sum or sums due under this Agreement. The
rights and remedies of the City provided in this Section 2.01(B) are not exclusive and are in
addition to all other rights and remedies allowed by Law or under this Agreement.
Section 2.02 Conflicts of Interest
A. The Contractor represents and warrants that neither it nor any of its directors,
officers, members, partners or employees, has any interest nor shall they acquire any interest,
directly or indirectly, which conflicts in any manner or degree with the performance of this
Agreement. The Contractor further represents and warrants that no person having such interest
or possible interest shall be employed by or connected with the Contractor in the performance of
this Agreement.
B. Consistent with Charter § 2604 and other related provisions of the Charter, the
Admin. Code and the New York State Penal Law, no elected official or other officer or employee
of the City, nor any person whose salary is payable, in whole or in part, from the City Treasury,
shall participate in any decision relating to this Agreement which affects his or her personal
interest or the interest of any corporation, partnership or other entity in which he or she is,
directly or indirectly, interested; nor shall any such official, officer, employee, or person have
any interest in, or in the proceeds of, this Agreement. This Section 2.02(B) shall not prevent
directors, officers, members, partners, or employees of the Contractor from participating in
decisions relating to this Agreement where their sole personal interest is in the Contractor.
5
C. The Contractor shall not employ a person or permit a person to serve as a member
of the Board of Directors or as an officer of the Contractor if such employment or service would
violate Chapter 68 of the Charter.
Section 2.03 Certification Relating to Fair Practices
A. The Contractor and each person signing on its behalf certifies, under penalties of
perjury, that to the best of its, his or her knowledge and belief:
1. The prices and other material terms set forth in this Agreement have been
arrived at independently, without collusion, consultation, communication, or agreement
with any other bidder or proposer or with any competitor as to any matter relating to such
prices or terms for the purpose of restricting competition;
2. Unless otherwise required by Law or where a schedule of rates or prices is

uniformly established by a government agency through regulation, policy, or directive,
the prices and other material terms set forth in this Agreement that have been quoted in
this Agreement and on the bid or proposal submitted by the Contractor have not been
knowingly disclosed by the Contractor, directly or indirectly, to any other bidder or
proposer or to any competitor prior to the bid or proposal opening; and
3. No attempt has been made or will be made by the Contractor to induce any
other person or entity to submit or not to submit a bid or proposal for the purpose of
restricting competition.
B. The fact that the Contractor (i) has published price lists, rates, or tariffs covering
items being procured, (ii) has informed prospective customers of proposed or pending
publication of new or revised price lists for such items, or (iii) has sold the same items to other
customers at the same prices and/or terms being bid or proposed, does not constitute, without
more, a disclosure within the meaning of this Section 2.03.
Section 2.04 Disclosures Relating to Vendor Responsibility
The Contractor represents and warrants that it has duly executed and filed all disclosures
as applicable, in accordance with Admin. Code § 6-116.2, PPB Rule § 2-08, and the policies and
procedures of the Mayor’s Office of Contract Services. The Contractor acknowledges that the
Department’s reliance on the completeness and veracity of the information stated therein is a
material condition to the execution of this Agreement, and the Contractor represents and
warrants that the information it and its principals have provided is accurate and complete.
Section 2.05 Disclosure Relating to Bankruptcy and Reorganization
If the Contractor files for bankruptcy or reorganization under Chapter Seven or Chapter
Eleven of the United States Bankruptcy Code, the Contractor shall disclose such action to the
Department within seven days of filing.
6
Section 2.06 Authority to Execute Agreement
The Contractor represents and warrants that: (i) its execution, delivery and performance
of this Agreement have been duly authorized by all necessary corporate action on its part; (ii) it
has all necessary power and authority to execute, deliver and perform its obligations under this
Agreement; and (iii) once executed and delivered, this Agreement will constitute its legal, valid
and binding obligation, enforceable in accordance with its terms.
ARTICLE 3 - ASSIGNMENT AND SUBCONTRACTING
Section 3.01 Assignment
A. The Contractor shall not assign, transfer, convey, or otherwise dispose of this
Agreement, or the right to execute it, or the right, title, or interest in or to it or any part of it, or
assign, by power of attorney or otherwise, any of the monies due or to become due under this
Agreement, without the prior written consent of the Commissioner. The giving of any such
consent to a particular assignment shall not dispense with the necessity of such consent to any
further or other assignments. Any such assignment, transfer, conveyance, or other disposition
without such written consent shall be void.
B. Before entering into any such assignment, transfer, conveyance, or other disposal
of this Agreement, the Contractor shall submit a written request for approval to the Department
giving the name and address of the proposed assignee. The proposed assignee’s disclosure that
is required by PPB Rule § 2-08(e) must be submitted within 30 Days after the ACCO has
granted preliminary written approval of the proposed assignee, if required. Upon the request of
the Department, the Contractor shall provide any other information demonstrating that the
proposed assignee has the necessary facilities, skill, integrity, past experience, and financial
resources to perform the specified services in accordance with the terms and conditions of this
Agreement. The Department shall make a final determination in writing approving or
disapproving the assignee after receiving all requested information.
C. Failure to obtain the prior written consent to such an assignment, transfer,

conveyance, or other disposition may result in the revocation and annulment of this Agreement,
at the option of the Commissioner. The City shall thereupon be relieved and discharged from
any further liability and obligation to the Contractor, its assignees, or transferees, who shall
forfeit all monies earned under this Agreement, except so much as may be necessary to pay the
Contractor’s employees.
D. The provisions of this Section 3.01 shall not hinder, prevent, or affect an
assignment by the Contractor for the benefit of its creditors made pursuant to the Laws of the
State.
E. This Agreement may be assigned, in whole or in part, by the City to any

corporation, agency, or instrumentality having authority to accept such assignment. The City
shall provide the Contractor with written notice of any such assignment.
7
Section 3.02 Subcontracting
A. In accordance with PPB Rule § 4-13, all subcontractors and consultants must be
approved by the Department prior to commencing work under a subcontract or consultant
contract.
1. Prior to entering into any subcontract or consultant contract, the

Contractor shall submit a written request for the approval of the proposed subcontractor
or consultant to the Department giving the name and address of the proposed
subcontractor or consultant, the portion of the work and materials that it is to perform and
furnish, and the estimated cost of the subcontract or consultant contract. The Contractor
must supply a signed Disclosure and Compliance certification form for each
subcontractor or consultant, in the form of Exhibit B of this Agreement. If the
subcontractor or consultant is providing professional services under this Agreement for
which professional liability insurance or errors and omissions insurance is reasonably
commercially available, the Contractor shall submit proof of professional liability
insurance in the amount required by Article 7. In addition, the Contractor shall list the
proposed subcontractor or consultant in the City’s Payee Information Portal
(www.nyc.gov/pip) and provide the following information: maximum subcontract or
consultant contract value, description of subcontractor or consultant work, start and end
date of the subcontract or consultant contract, and the subcontractor’s or consultant’s
industry.2
2. Upon receipt the information required above, the Department in its

discretion may grant or deny preliminary approval for the Contractor to contract with the
subcontractor or consultant.
3. The Department shall notify the Contractor within 15 Days whether

preliminary approval has been granted. If preliminary approval is granted, the Contractor
shall provide such documentation as may be requested by the Department to show that
the proposed subcontractor or consultant has the necessary facilities, skill, integrity, past
experience and financial resources to perform the required work, including, the proposed
subcontract or consultant contract and/or any of the items listed in PPB Rule 4-13(d)(3).
4. Upon receipt of all relevant documentation, the Department shall notify

the Contractor in writing whether the proposed subcontractor or consultant is approved.
If the proposed subcontractor or consultant is not approved, the Contractor may submit
another proposed subcontractor or consultant unless the Contractor decides to do the
work. No subcontractor or consultant shall be permitted to perform work unless
approved by the Department.
2 Assistance establishing a Payee Information Portal account and using the system may be obtained by
emailing the Financial Information Services Agency Help Desk at pip@fisa.nyc.gov.
8
5. For proposed subcontracts or consultant contracts that do not exceed

$25,000.00, the Department’s approval shall be deemed granted if the Department does
not issue a written approval or disapproval within 45 Days of the Department’s receipt of
the written request for approval or, if PPB Rule 2-08(e) is applicable, within 45 Days of
the Department’s acknowledged receipt of fully completed disclosures for the
subcontractor or consultant.
B. All subcontracts and consultant contracts must be in writing. All subcontracts and
consultant contracts shall contain provisions specifying that:
1. The work performed by the subcontractor or consultant must be in

accordance with the terms of the Agreement between the City and the Contractor;
2. Nothing contained in the agreement between the Contractor and the

subcontractor or consultant shall impair the rights of the City;
3. Nothing contained in the agreement between the Contractor and the

subcontractor or consultant, or under the Agreement between the City and the Contractor,
shall create any contractual relation between the subcontractor or consultant and the City;
and
4. The subcontractor or consultant specifically agrees to be bound by Section

4.05(D) and Article 5 of this Appendix A and specifically agrees that the City may
enforce such provisions directly against the subcontractor or consultant as if the City
were a party to the subcontract or consultant contract.
C. The Contractor agrees that it is as fully responsible to the Department for the acts
and omissions of its subcontractors and consultants and of persons either directly or indirectly
employed by such subcontractors and consultants as it is for the acts and omissions of any person
directly employed by it.
D. For determining the value of a subcontract or consultant contract, all subcontracts

or consultant contracts with the same subcontractor or consultant shall be aggregated.
E. The Department may revoke the approval of a subcontractor or consultant granted

or deemed granted pursuant to Section 3.02(A) if revocation is deemed to be in the interest of
the City in writing on no less than 30 Days’ written notice unless a shorter period is warranted by
considerations of health, safety, integrity issues, or other similar factors. Upon the effective date
of such revocation, the Contractor shall cause the subcontractor or consultant to cease all work
under the Agreement. The City shall not incur any further obligation for services performed by
such subcontractor or consultant pursuant to this Agreement beyond the effective date of the
revocation. The City shall pay for services provided by the subcontractor or consultant in
accordance with this Agreement prior to the effective date of revocation.
F. The Department’s approval of a subcontractor or consultant shall not relieve the

Contractor of any of its responsibilities, duties, and liabilities under this Agreement. At the
request of the Department, the Contractor shall provide the Department a copy of any
subcontract or consultant contract.
9
G. Individual employer-employee contracts are not subcontracts or consultant

contracts subject to the requirements of this Section 3.02.
H. The Contractor shall report in the City’s Payee Information Portal payments made
to each subcontractor or consultant within 30 days of making the payment. If any of the
information provided in accordance with Section 3.02(A)(2)(b) changes during the term of this
Agreement, the Contractor shall update the information in such Portal accordingly. Failure of
the Contractor to list a subcontractor or consultant and/or to report subcontractor and consultant
payments in a timely fashion may result in the Department declaring the Contractor in default of
the Agreement and will subject Contractor to liquidated damages in the amount of $100 per day
for each day that the Contractor fails to identify a subcontractor or consultant along with the
required information about the subcontractor or consultant and/or fails to report payments to a
subcontractor or consultant, beyond the time frames set forth herein or in the notice from the
City.
ARTICLE 4 - LABOR PROVISIONS
Section 4.01 Independent Contractor Status
The Contractor and the City agree that the Contractor is an independent contractor and
not an employee, subsidiary, affiliate, division, department, agency, office, or unit of the City.
Accordingly, the Contractor and its employees, officers, and agents shall not, by reason of this
Agreement or any performance pursuant to or in connection with this Agreement, assert the
existence of any relationship or status on the part of the Contractor, with respect to the City, that
differs from or is inconsistent with that of an independent contractor.
Section 4.02 Employees and Subcontractors
All persons who are employed by the Contractor and all the Contractor’s subcontractors
(including without limitation, consultants and independent contractors) that are retained to
perform services under or in connection with this Agreement are neither employees of the City
nor under contract with the City. The Contractor, and not the City, is responsible for their work,
direction, compensation, and personal conduct while the Contractor is engaged under this
Agreement. Nothing in this Agreement, and no entity or person’s performance pursuant to or in
connection with this Agreement, shall create any relationship between the City and the
Contractor’s employees, agents, subcontractors, or subcontractor’s employees or agents
(including without limitation, a contractual relationship, employer-employee relationship, or
quasi-employer/quasi-employee relationship) or impose any liability or duty on the City (i) for or
on account of the acts, omissions, liabilities, rights or obligations of the Contractor, its
employees or agents, its subcontractors, or its subcontractor’s employees or agents (including
without limitation, obligations set forth in any collective bargaining agreement); or (ii) for taxes
of any nature; or (iii) for any right or benefit applicable to an official or employee of the City or
to any officer, agent, or employee of the Contractor or any other entity (including without
limitation, Workers’ Compensation coverage, Employers’ Liability coverage, Disability Benefits
coverage, Unemployment Insurance benefits, Social Security coverage, employee health and
welfare benefits or employee retirement benefits, membership or credit). The Contractor and its
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employees, officers, and agents shall not, by reason of this Agreement or any performance
pursuant to or in connection with this Agreement, (i) hold themselves out as, or claim to be,
officials or employees of the City, including any department, agency, office, or unit of the City,
or (ii) make or support in any way on behalf of or for the benefit of the Contractor, its
employees, officers, or agents any demand, application, or claim upon or against the City for any
right or benefit applicable to an official or employee of the City or to any officer, agent, or
employee of the Contractor or any other entity. Except as specifically stated in this Agreement,
nothing in the Agreement and no performance pursuant to or in connection with the Agreement
shall impose any liability or duty on the City to any person or entity whatsoever.
Section 4.03 Removal of Individuals Performing Work
The Contractor shall not have anyone perform work under this Agreement who is not
competent, faithful, and skilled in the work for which he or she shall be employed. Whenever
the Commissioner shall inform the Contractor, in writing, that any individual is, in his or her
opinion, incompetent, unfaithful, or unskilled, such individual shall no longer perform work
under this Agreement. Prior to making a determination to direct a Contractor that an individual
shall no longer perform work under this Agreement, the Commissioner shall provide the
Contractor an opportunity to be heard on no less than five Days’ written notice. The
Commissioner may direct the Contractor to prohibit the individual from performing work under
the Agreement pending the opportunity to be heard and the Commissioner’s determination.
Section 4.04 Minimum Wage; Living Wage
A. Except for those employees whose minimum wage is required to be fixed in

accordance with N.Y. Labor Law §§ 220 or 230 or by Admin. Code § 6-109, all persons
employed by the Contractor in the performance of this Agreement shall be paid, without
subsequent deduction or rebate, unless expressly authorized by Law, not less than the minimum
wage as prescribed by Law. Any breach of this Section 4.04 shall be deemed a material breach
of this Agreement.
B. If this Agreement involves the provision of homecare services, day care services,
head start services, services to persons with cerebral palsy, building services, food services, or
temporary services, as those services are defined in Admin. Code § 6-109 (“Section 6-109”), in
accordance with Section 6-109, the Contractor agrees as follows:
1. The Contractor shall comply with the requirements of Section 6-109,

including, where applicable, the payment of either a prevailing wage or a living wage, as
those terms are defined in Section 6-109.
2. The Contractor shall not retaliate, discharge, demote, suspend, take

adverse employment action in the terms and conditions of employment or otherwise
discriminate against any employee for reporting or asserting a violation of Section 6-109,
for seeking or communicating information regarding rights conferred by Section 6-109,
for exercising any other rights protected under Section 6-109, or for participating in any
investigatory or court proceeding relating to Section 6-109. This protection shall also
apply to any employee or his or her representative who in good faith alleges a violation of
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Section 6-109, or who seeks or communicates information regarding rights conferred by

Section 6-109 in circumstances where he or she in good faith believes it applies.
3. The Contractor shall maintain original payroll records for each of its
covered employees reflecting the days and hours worked on contracts, projects, or
assignments that are subject to the requirements of Section 6-109, and the wages paid and
benefits provided for such hours worked. The Contractor shall maintain these records for
the duration of the term of this Agreement and shall retain them for a period of four years
after completion of this Agreement. For contracts involving building services, food
services, or temporary services, the Contractor shall submit copies of payroll records,
certified by the Contractor under penalty of perjury to be true and accurate, to the
Department with every requisition for payment. For contracts involving homecare, day
care, head start or services to persons with cerebral palsy, the Contractor shall submit
either certified payroll records or categorical information about the wages, benefits, and
job classifications of covered employees of the Contractor, and of any subcontractors,
which shall be the substantial equivalent of the information required in Section 6-
109(2)(a)(iii).
4. The Contractor and all subcontractors shall pay all covered employees by
check or via ACH deposit and shall provide employees check stubs or other
documentation at least once each month containing information sufficient to document
compliance with the requirements of the Living Wage Law concerning living wages,
prevailing wages, supplements, and health benefits. In addition, if this Agreement is for
an amount greater than $1,000,000.00, payment issued by the Contractor to covered
employees shall be generated by a payroll service or automated payroll system (an in-
house system may be used if approved by the Department). For any subcontract for an
amount greater than $750,000.00, payment issued by a subcontractor to covered
employees shall be generated by a payroll service or automated payroll system (an in-
house system may be used if approved by the Department).
5. The Department will provide written notices to the Contractor, prepared

by the Comptroller, detailing the wages, benefits, and other protections to which covered
employees are entitled under Section 6-109. Such notices will be provided in English,
Spanish and other languages spoken by ten percent or more of a covered employer’s
covered employees. Throughout the term of this Agreement, the Contractor shall post in
a prominent and accessible place at every work site and provide each covered employee a
copy of the written notices provided by the Department. The Contractor shall provide the
notices to its subcontractors and require them to be posted and provided to each covered
employee.
6. The Contractor shall ensure that its subcontractors comply with the
requirements of Section 6-109, and shall provide written notification to its subcontractors
of those requirements. All subcontracts made by the Contractor shall be in writing and
shall include provisions relating to the wages, supplements, and health benefits required
by Section 6-109. No work may be performed by a subcontractor employing covered
employees prior to the Contractor entering into a written subcontract with the
subcontractor.
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7. Each year throughout the term of the Agreement and whenever requesting
the Department’s approval of a subcontractor, the Contractor shall submit to the
Department an updated certification, as required by Section 6-109 and in the form of the
certification attached to this Agreement, identifying any changes to the current
certification.
8. Failure to comply with the requirements of Section 6-109 may, in the

discretion of the Department, constitute a material breach by the Contractor of the terms
of this Agreement. If the Contractor and/or subcontractor receives written notice of such
a breach and fails to cure such breach within 30 Days, the City shall have the right to
pursue any rights or remedies available under this Agreement or under applicable law,
including termination of the Agreement. If the Contractor fails to perform in accordance
with any of the requirements of Section 6-109 and fails to cure such failure in accordance
with the preceding sentence, and there is a continued need for the service, the City may
obtain from another source the required service as specified in the original Agreement, or
any part thereof, and may charge the Contractor for any difference in price resulting from
the alternative arrangements, and may, as appropriate, invoke such other sanctions as are
available under the Agreement and applicable law. In addition, the Contractor agrees to
pay for all costs incurred by the City in enforcing the requirements of Section 6-109,
including the cost of any investigation conducted by or on behalf of the Department or
the Comptroller, where the City discovers that the Contractor or its subcontractor(s)
failed to comply with the requirements of this Section 4.04(B) or of Section 6-109. The
Contractor also agrees, that should it fail or refuse to pay for any such investigation, the
Department is hereby authorized to deduct from a Contractor‘s account an amount equal
to the cost of such investigation.
Section 4.05 Non-Discrimination in Employment
A. General Prohibition. To the extent required by law, the Contractor shall not
unlawfully discriminate against any employee or applicant for employment because of actual or
perceived age, religion, religious practice, creed, sex, gender, gender identity or gender
expression, sexual orientation, status as a victim of domestic violence, stalking, and sex offenses,
familial status, partnership status, marital status, caregiver status, pregnancy, childbirth or related
medical condition, disability, presence of a service animal, predisposing genetic characteristics,
race, color, national origin (including ancestry), alienage, citizenship status, political activities or
recreational activities as defined in N.Y. Labor Law 201-d, arrest or conviction record, credit
history, military status, uniformed service, unemployment status, salary history, or any other
protected class of individuals as defined by City, State or Federal laws, rules or regulations. The
Contractor shall comply with all statutory and regulatory obligations to provide reasonable
accommodations to individuals with disabilities, due to pregnancy, childbirth, or a related
medical condition, due to status as a victim of domestic violence, stalking, or sex offenses, or
due to religion.
B. N.Y. Labor Law § 220-e. If this Agreement is for the construction, alteration or
repair of any public building or public work or for the manufacture, sale, or distribution of
materials, equipment, or supplies, the Contractor agrees, as required by N.Y. Labor Law § 220-e,
that:
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1. In the hiring of employees for the performance of work under this

Agreement or any subcontract hereunder, neither the Contractor, subcontractor, nor any
person acting on behalf of such Contractor or subcontractor, shall by reason of race,
creed, color, disability, sex or national origin discriminate against any citizen of the State
of New York who is qualified and available to perform the work to which the
employment relates;
2. Neither the Contractor, subcontractor, nor any person on his or her behalf
shall, in any manner, discriminate against or intimidate any employee hired for the
performance of work under this Agreement on account of race, creed, color, disability,
sex or national origin;
3. There may be deducted from the amount payable to the Contractor by the
City under this Agreement a penalty of $50.00 for each person for each calendar day
during which such person was discriminated against or intimidated in violation of the
provisions of this Agreement; and
4. This Agreement may be terminated by the City, and all monies due or to
become due hereunder may be forfeited, for a second or any subsequent violation of the
terms or conditions of this Section 4.05.
The provisions of this Section 4.05(B) shall be limited to operations performed within the
territorial limits of the State of New York.
C. Admin. Code § 6-108. If this Agreement is for the construction, alteration or

repair of buildings or the construction or repair of streets or highways, or for the manufacture,
sale, or distribution of materials, equipment or supplies, the Contractor agrees, as required by
Admin. Code § 6-108, that:
1. It shall be unlawful for any person engaged in the construction, alteration

or repair of buildings or engaged in the construction or repair of streets or highways
pursuant to a contract with the City or engaged in the manufacture, sale or distribution of
materials, equipment or supplies pursuant to a contract with the City to refuse to employ
or to refuse to continue in any employment any person on account of the race, color or
creed of such person.
2. It shall be unlawful for any person or any servant, agent or employee of

any person, described in Section 4.05(C)(1) above, to ask, indicate or transmit, orally or
in writing, directly or indirectly, the race, color, creed or religious affiliation of any
person employed or seeking employment from such person, firm or corporation.
Breach of the foregoing provisions shall be deemed a breach of a material provision of this
Agreement.
Any person, or the employee, manager or owner of or officer of such firm or corporation who
shall violate any of the provisions of this Section 4.05(C) shall, upon conviction thereof, be
punished by a fine of not more than $100.00 or by imprisonment for not more than 30 Days, or
both.
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D. E.O. 50 -- Equal Employment Opportunity
1. This Agreement is subject to the requirements of City Executive Order

No. 50 (1980) (“E.O. 50”), as revised, and the rules set forth at 66 RCNY § 10-01 et seq.
No agreement will be awarded unless and until these requirements have been complied
with in their entirety. The Contractor agrees that it:
a. Will not discriminate unlawfully against any employee or applicant

for employment because of race, creed, color, national origin, sex, age, disability,
marital status, sexual orientation or citizenship status with respect to all
employment decisions including, but not limited to, recruitment, hiring,
upgrading, demotion, downgrading, transfer, training, rates of pay or other forms
of compensation, layoff, termination, and all other terms and conditions of
employment;
b. Will not discriminate unlawfully in the selection of subcontractors

on the basis of the owners’, partners’ or shareholders’ race, color, creed, national
origin, sex, age, disability, marital status, sexual orientation, or citizenship status;
c. Will state in all solicitations or advertisements for employees

placed by or on behalf of the Contractor that all qualified applicants will receive
consideration for employment without unlawful discrimination based on race,
color, creed, national origin, sex, age, disability, marital status, sexual orientation
or citizenship status, and that it is an equal employment opportunity employer;
d. Will send to each labor organization or representative of workers

with which it has a collective bargaining agreement or other contract or
memorandum of understanding, written notification of its equal employment
opportunity commitments under E.O. 50 and the rules and regulations
promulgated thereunder;
e. Will furnish before this Agreement is awarded all information and

reports including an Employment Report which are required by E.O. 50, the rules
and regulations promulgated thereunder, and orders of the SBS, Division of Labor
Services (“DLS”); and
f. Will permit DLS to have access to all relevant books, records, and
accounts for the purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
2. The Contractor understands that in the event of its noncompliance with the
nondiscrimination clauses of this Agreement or with any of such rules, regulations, or
orders, such noncompliance shall constitute a material breach of this Agreement and
noncompliance with E.O. 50 and the rules and regulations promulgated thereunder. After
a hearing held pursuant to the rules of DLS, the Director of DLS may direct the
Commissioner to impose any or all of the following sanctions:
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a. Disapproval of the Contractor; and/or
b. Suspension or termination of the Agreement; and/or
c. Declaring the Contractor in default; and/or
d. In lieu of any of the foregoing sanctions, imposition of an

employment program.
3. Failure to comply with E.O. 50 and the rules and regulations promulgated
thereunder in one or more instances may result in the Department declaring the
Contractor to be non-responsible.
4. The Contractor agrees to include the provisions of the foregoing Sections
4.05(D)(1)-(3) in every subcontract or purchase order in excess of $100,000.00 to which
it becomes a party unless exempted by E.O. 50 and the rules and regulations promulgated
thereunder, so that such provisions will be binding upon each subcontractor or vendor.
The Contractor will take such action with respect to any subcontract or purchase order as
may be directed by the Director of DLS as a means of enforcing such provisions
including sanctions for noncompliance. A supplier of unfinished products to the
Contractor needed to produce the item contracted for shall not be considered a
subcontractor or vendor for purposes of this Section 4.05(D)(4).
5. The Contractor further agrees that it will refrain from entering into any
subcontract or modification thereof subject to E.O. 50 and the rules and regulations
promulgated thereunder with a subcontractor who is not in compliance with the
requirements of E.O. 50 and the rules and regulations promulgated thereunder. A
supplier of unfinished products to the Contractor needed to produce the item contracted
for shall not be considered a subcontractor for purposes of this Section 4.05(D)(5).
6. Nothing contained in this Section 4.05(D) shall be construed to bar any
religious or denominational institution or organization, or any organization operated for
charitable or educational purposes, that is operated, supervised or controlled by or in
connection with a religious organization, from lawfully limiting employment or lawfully
giving preference to persons of the same religion or denomination or from lawfully
making such selection as is calculated by such organization to promote the religious
principles for which it is established or maintained.
Section 4.06 Paid Sick Leave Law
A. Introduction and General Provisions.
1. The Earned Sick Time Act, also known as the Paid Sick Leave Law
(“PSLL”), requires covered employees who annually perform more than 80 hours of
work in New York City to be provided with paid sick time.3 Contractors of the City or of
other governmental entities may be required to provide sick time pursuant to the PSLL.
3 Pursuant to the PSLL, if fewer than five employees work for the same employer, as determined pursuant
Admin. Code § 20-912(g), such employer has the option of providing such employees uncompensated sick time.
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2. The PSLL became effective on April 1, 2014, and is codified at Title 20,
Chapter 8, of the Admin. Code. It is administered by the City’s Department of Consumer
Affairs (“DCA”). DCA’s rules promulgated under the PSLL are codified at Chapter 7 of
Title 6 of the Rules of the City of New York (“Rules”).
3. The Contractor agrees to comply in all respects with the PSLL and the
Rules, and as amended, if applicable, in the performance of this Agreement. The
Contractor further acknowledges that such compliance is a material term of this
Agreement and that failure to comply with the PSLL in performance of this Agreement
may result in its termination.
4. The Contractor must notify the ACCO in writing within 10 Days of receipt
of a complaint (whether oral or written) regarding the PSLL involving the performance of
this Agreement. Additionally, the Contractor must cooperate with DCA’s education
efforts and must comply with DCA’s subpoenas and other document demands as set forth
in the PSLL and Rules.
5. The PSLL is summarized below for the convenience of the Contractor.

The Contractor is advised to review the PSLL and Rules in their entirety. On the website
www.nyc.gov/PaidSickLeave there are links to the PSLL and the associated Rules as well
as additional resources for employers, such as Frequently Asked Questions, timekeeping
tools and model forms, and an event calendar of upcoming presentations and webinars at
which the Contractor can get more information about how to comply with the PSLL. The
Contractor acknowledges that it is responsible for compliance with the PSLL
notwithstanding any inconsistent language contained herein.
B. Pursuant to the PSLL and the Rules: Applicability, Accrual, and Use.
1. An employee who works within the City of New York for more than
eighty hours in any consecutive 12-month period designated by the employer as its
“calendar year” pursuant to the PSLL (“Year”) must be provided sick time. Employers
must provide a minimum of one hour of sick time for every 30 hours worked by an
employee and compensation for such sick time must be provided at the greater of the
employee’s regular hourly rate or the minimum wage. Employers are not required to
provide more than 40 hours of sick time to an employee in any Year.
2. An employee has the right to determine how much sick time he or she will
use, provided that employers may set a reasonable minimum increment for the use of sick
time not to exceed four hours per Day. In addition, an employee may carry over up to 40
hours of unused sick time to the following Year, provided that no employer is required to
allow the use of more than 40 hours of sick time in a Year or carry over unused paid sick
time if the employee is paid for such unused sick time and the employer provides the
employee with at least the legally required amount of paid sick time for such employee
for the immediately subsequent Year on the first Day of such Year.
3. An employee entitled to sick time pursuant to the PSLL may use sick time
for any of the following:
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a. such employee’s mental illness, physical illness, injury, or health

condition or the care of such illness, injury, or condition or such employee’s need
for medical diagnosis or preventive medical care;
b. such employee’s care of a family member (an employee’s child, spouse,

domestic partner, parent, sibling, grandchild, or grandparent, or the child or parent
of an employee’s spouse or domestic partner) who has a mental illness, physical
illness, injury or health condition or who has a need for medical diagnosis or
preventive medical care;
c. closure of such employee’s place of business by order of a public official

due to a public health emergency; or
d. such employee’s need to care for a child whose school or childcare

provider has been closed due to a public health emergency.
4. An employer must not require an employee, as a condition of taking sick

time, to search for a replacement. However, an employer may require an employee to
provide: reasonable notice of the need to use sick time; reasonable documentation that the
use of sick time was needed for a reason above if for an absence of more than three
consecutive work days; and/or written confirmation that an employee used sick time
pursuant to the PSLL. However, an employer may not require documentation specifying
the nature of a medical condition or otherwise require disclosure of the details of a
medical condition as a condition of providing sick time and health information obtained
solely due to an employee’s use of sick time pursuant to the PSLL must be treated by the
employer as confidential.
5. If an employer chooses to impose any permissible discretionary

requirement as a condition of using sick time, it must provide to all employees a written
policy containing those requirements, using a delivery method that reasonably ensures
that employees receive the policy. If such employer has not provided its written policy, it
may not deny sick time to an employee because of non-compliance with such a policy.
6. Sick time to which an employee is entitled must be paid no later than the
payday for the next regular payroll period beginning after the sick time was used.
C. Exemptions and Exceptions. Notwithstanding the above, the PSLL does not
apply to any of the following:
1. an independent contractor who does not meet the definition of employee

under N.Y. Labor Law § 190(2);
2. an employee covered by a valid collective bargaining agreement in effect

on April 1, 2014, until the termination of such agreement;
3. an employee in the construction or grocery industry covered by a valid

collective bargaining agreement if the provisions of the PSLL are expressly waived in
such collective bargaining agreement;
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4. an employee covered by another valid collective bargaining agreement if

such provisions are expressly waived in such agreement and such agreement provides a
benefit comparable to that provided by the PSLL for such employee;
5. an audiologist, occupational therapist, physical therapist, or speech

language pathologist who is licensed by the New York State Department of Education
and who calls in for work assignments at will, determines his or her own schedule, has
the ability to reject or accept any assignment referred to him or her, and is paid an
average hourly wage that is at least four times the federal minimum wage;
6. an employee in a work study program under Section 2753 of Chapter 42

of the United States Code;
7. an employee whose work is compensated by a qualified scholarship

program as that term is defined in the Internal Revenue Code, Section 117 of Chapter 20
of the United States Code; or
8. a participant in a Work Experience Program (WEP) under N.Y. Social

Services Law § 336-c.
D. Retaliation Prohibited. An employer may not threaten or engage in retaliation

against an employee for exercising or attempting in good faith to exercise any right provided by
the PSLL. In addition, an employer may not interfere with any investigation, proceeding, or
hearing pursuant to the PSLL.
E. Notice of Rights.
1. An employer must provide its employees with written notice of their

rights pursuant to the PSLL. Such notice must be in English and the primary
language spoken by an employee, provided that DCA has made available a
translation into such language. Downloadable notices are available on DCA’s website
at http://www.nyc.gov/html/dca/html/law/PaidSickLeave.shtml.
2. Any person or entity that willfully violates these notice requirements is

subject to a civil penalty in an amount not to exceed $50.00 for each employee who was
not given appropriate notice.
F. Records. An employer must retain records documenting its compliance with the
PSLL for a period of at least three years, and must allow DCA to access such records in
furtherance of an investigation related to an alleged violation of the PSLL.
G. Enforcement and Penalties.
1. Upon receiving a complaint alleging a violation of the PSLL, DCA has the
right to investigate such complaint and attempt to resolve it through mediation. Within
30 Days of written notification of a complaint by DCA, or sooner in certain
circumstances, the employer must provide DCA with a written response and such other
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information as DCA may request. If DCA believes that a violation of the PSLL has
occurred, it has the right to issue a notice of violation to the employer.
2. DCA has the power to grant an employee or former employee all

appropriate relief as set forth in Admin. Code § 20-924(d). Such relief may include,
among other remedies, treble damages for the wages that should have been paid, damages
for unlawful retaliation, and damages and reinstatement for unlawful discharge. In
addition, DCA may impose on an employer found to have violated the PSLL civil
penalties not to exceed $500.00 for a first violation, $750.00 for a second violation within
two years of the first violation, and $1,000.00 for each succeeding violation within two
years of the previous violation.
H. More Generous Polices and Other Legal Requirements. Nothing in the PSLL is
intended to discourage, prohibit, diminish, or impair the adoption or retention of a more generous
sick time policy, or the obligation of an employer to comply with any contract, collective
bargaining agreement, employment benefit plan or other agreement providing more generous
sick time. The PSLL provides minimum requirements pertaining to sick time and does not
preempt, limit, or otherwise affect the applicability of any other law, regulation, rule,
requirement, policy or standard that provides for greater accrual or use by employees of sick
leave or time, whether paid or unpaid, or that extends other protections to employees. The PSLL
may not be construed as creating or imposing any requirement in conflict with any federal or
state law, rule, or regulation.
Section 4.07 Whistleblower Protection Expansion Act
A. In accordance with Local Laws 30 and 33 of 2012, codified at Admin. Code §§ 6-

132 and 12-113, respectively,
1. Contractor shall not take an adverse personnel action with respect to an

officer or employee in retaliation for such officer or employee making a report of
information concerning conduct which such officer or employee knows or reasonably
believes to involve corruption, criminal activity, conflict of interest, gross
mismanagement or abuse of authority by any officer or employee relating to this
Agreement to (i) the Commissioner of the Department of Investigation, (ii) a member of
the New York City Council, the Public Advocate, or the Comptroller, or (iii) the City
Chief Procurement Officer, ACCO, Agency head, or Commissioner.
2. If any of Contractor’s officers or employees believes that he or she has

been the subject of an adverse personnel action in violation of this Section 4.07, he or she
shall be entitled to bring a cause of action against Contractor to recover all relief
necessary to make him or her whole. Such relief may include but is not limited to: (i) an
injunction to restrain continued retaliation, (ii) reinstatement to the position such
employee would have had but for the retaliation or to an equivalent position, (iii)
reinstatement of full fringe benefits and seniority rights, (iv) payment of two times back
pay, plus interest, and (v) compensation for any special damages sustained as a result of
the retaliation, including litigation costs and reasonable attorney’s fees.
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3. Contractor shall post a notice provided by the City (attached hereto as

Exhibit A) in a prominent and accessible place on any site where work pursuant to the
Agreement is performed that contains information about:
a. how its employees can report to the New York City Department of
Investigation allegations of fraud, false claims, criminality or corruption arising
out of or in connection with the Agreement; and
b. the rights and remedies afforded to its employees under Admin.

Code §§ 7-805 (the New York City False Claims Act) and 12-113 (the
Whistleblower Protection Expansion Act) for lawful acts taken in connection with
the reporting of allegations of fraud, false claims, criminality or corruption in
connection with the Agreement.
4. For the purposes of this Section 4.07, “adverse personnel action” includes
dismissal, demotion, suspension, disciplinary action, negative performance evaluation,
any action resulting in loss of staff, office space, equipment or other benefit, failure to
appoint, failure to promote, or any transfer or assignment or failure to transfer or assign
against the wishes of the affected officer or employee.
5. This Section 4.07 is applicable to all of Contractor’s subcontractors having

subcontracts with a value in excess of $100,000.00; accordingly, Contractor shall include
this Section 4.07 in all subcontracts with a value in excess of $100,000.00.
B. Section 4.07 is not applicable to this Agreement if it is valued at $100,000.00 or

less. Sections 4.07(A)(1), (2), (4), and (5) are not applicable to this Agreement if it was solicited
pursuant to a finding of an emergency. Section 4.07(A)(3) is neither applicable to this
Agreement if it was solicited prior to October 18, 2012 nor if it is a renewal of a contract
executed prior to October 18, 2012.
ARTICLE 5 - RECORDS, AUDITS, REPORTS, AND INVESTIGATIONS
Section 5.01 Books and Records
The Contractor agrees to maintain separate and accurate books, records, documents, and
other evidence, and to utilize appropriate accounting procedures and practices that sufficiently
and properly reflect all direct and indirect costs of any nature expended in the performance of
this Agreement.
Section 5.02 Retention of Records
The Contractor agrees to retain all books, records, documents, and other evidence
relevant to this Agreement, including those required pursuant to Section 5.01, for six years after
the final payment or expiration or termination of this Agreement, or for a period otherwise
prescribed by Law, whichever is later. In addition, if any litigation, claim, or audit concerning
this Agreement has commenced before the expiration of the six-year period, the books, records,
documents, and other evidence must be retained until the completion of such litigation, claim, or
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audit. Any books, records, documents, and other evidence that are created in an electronic
format in the regular course of business may be retained in an electronic format. Any books,
records, documents, or other evidence that are created in the regular course of business as a paper
copy may be retained in an electronic format provided that they satisfy the requirements of N.Y.
Civil Practice Law and Rules (“CPLR”) 4539(b), including the requirement that the reproduction
is created in a manner “which does not permit additions, deletions, or changes without leaving a
record of such additions, deletions, or changes.” Furthermore, the Contractor agrees to waive
any objection to the admissibility of any such books, records, documents, or other evidence on
the grounds that such documents do not satisfy CPLR 4539(b).
Section 5.03 Inspection
A. At any time during the Agreement or during the record retention period set forth
in Section 5.02, the City, including the Department and the Department’s Office of the Inspector
General, as well as City, State, and federal auditors and any other persons duly authorized by the
City shall, upon reasonable notice and pursuant to a reasonable basis, have full access to and the
right to examine and copy all books, records, documents, and other evidence maintained or
retained by or on behalf of the Contractor pursuant to this Article 5 that are directly related to
this Agreement. Notwithstanding any provision herein regarding notice of inspection, all books,
records, documents, and other evidence of the Contractor kept pursuant to this Agreement shall
be subject to immediate inspection, review, and copying by the Department’s Office of the
Inspector General, the Comptroller, and/or federal auditors without prior notice and at no
additional cost to the City. The Contractor shall make such books, records documents, and other
evidence available for inspection in the City of New York or shall reimburse the City for
expenses associated with the out-of-City inspection.
B. The Department shall have the right to have representatives of the Department or
of the City, State or federal government present to observe the services being performed unless
the same would constitution a violation of HIPAA or other Federal, New York State or local law
and/or such presence would undermine the provision of services that Contractor is providing, as
determined in the reasonable discretion of the Contractor. If observation of particular services or
activity would constitute a waiver of a legal privilege or violate the Law or an ethical obligation
under the New York Rules of Professional Conduct for attorneys, National Association of Social
Workers Code of Ethics or other similar code governing the provision of a profession’s services
in New York State, the Contractor shall promptly inform the Department or other entity seeking
to observe such work or activity. Such restriction shall not act to prevent government
representatives from inspecting the provision of services in a manner that allows the
representatives to ensure that services are being performed in accordance with this Agreement.
C. The Contractor shall not be entitled to final payment until the Contractor has
complied with any request for inspection or access given under this Section 5.03.
Section 5.04 Audit
A. All portions of books, records, documents, and other evidence required to be

maintained or retained pursuant to this Agreement, and that directly relate to the provision of
services under this Agreement, including all vouchers or invoices presented for payment and the
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relevant portions of books, records, and other documents upon which such vouchers or invoices
are based (e.g., reports, cancelled checks, accounts, and all other similar material), are subject to
audit by (i) the City, including the Comptroller, the Department, and the Department’s Office of
the Inspector General, (ii) the State, (iii) the federal government, and (iv) other persons duly
authorized by the City. Such audits may include examination and review of the source and
application of all funds from the City, the State, the federal government.
B. Audits by the City, including the Comptroller, the Department, and the
Department’s Office of the Inspector General, are performed pursuant to the powers and
responsibilities conferred by the Charter and the Admin. Code, as well as all orders, rules, and
regulations promulgated pursuant to the Charter and Admin. Code.
C. The Contractor shall submit any and all documentation and justification in
support of expenditures or fees under this Agreement as may be required by the Department and
by the Comptroller in the exercise of his/her powers under Law.
D. The Contractor shall not be entitled to final payment until the Contractor has
complied with the requirements of this Section 5.04.
Section 5.05 No Removal of Records from Premises
Where performance of this Agreement involves use by the Contractor of any City books,
records, documents, or data (in hard copy, or electronic or other format now known or developed
in the future) at City facilities or offices, the Contractor shall not remove any such items or
material (in the format in which it originally existed, or in any other converted or derived format)
from such facility or office without the prior written approval of the Department’s designated
official. Upon the request by the Department at any time during the Agreement or after the
Agreement has expired or terminated, the Contractor shall return to the Department any City
books, records, documents, or data that has been removed from City premises provided such
return is not in violation of HIPAA or any Federal, New York State or other local law.
Section 5.06 Electronic Records
As used in this Appendix A, the terms “books,” “records,” “documents,” and “other
evidence” refer to electronic versions as well as hard copy versions.
Section 5.07 Investigations Clause
A. The Contractor agrees to cooperate fully and faithfully with any investigation,
audit or inquiry conducted by a State or City agency or authority that is empowered directly or
by designation to compel the attendance of witnesses and to examine witnesses under oath, or
conducted by the Inspector General of a governmental agency that is a party in interest to the
transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the
subject of the investigation, audit or inquiry.
B. 1. If any person who has been advised that his or her statement, and any
information from such statement, will not be used against him or her in any subsequent
criminal proceeding refuses to testify before a grand jury or other governmental agency
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or authority empowered directly or by designation to compel the attendance of witnesses

and to examine witnesses under oath concerning the award of or performance under any
transaction, agreement, lease, permit, contract, or license entered into with the City, or
State, or any political subdivision or public authority thereof, or the Port Authority of
New York and New Jersey, or any local development corporation within the City, or any
public benefit corporation organized under the Laws of the State, or;
2. If any person refuses to testify for a reason other than the assertion of his
or her privilege against self-incrimination in an investigation, audit or inquiry conducted
by a City or State governmental agency or authority empowered directly or by
designation to compel the attendance of witnesses and to take testimony under oath, or by
the Inspector General of the governmental agency that is a party in interest in, and is
seeking testimony concerning the award of, or performance under, any transaction,
agreement, lease, permit, contract, or license entered into with the City, the State, or any
political subdivision thereof or any local development corporation within the City, then;
C. 1. The Commissioner or Agency Head whose agency is a party in interest to

the transaction, submitted bid, submitted proposal, contract, lease, permit, or license shall
convene a hearing, upon not less than five (5) Days written notice to the parties involved
to determine if any penalties should attach for the failure of a person to testify.
2. If any non-governmental party to the hearing requests an adjournment, the

Commissioner or Agency Head who convened the hearing may, upon granting the
adjournment, suspend any contract, lease, permit, or license pending the final
determination pursuant to Paragraph E below without the City incurring any penalty or
damages for delay or otherwise.
D. The penalties that may attach after a final determination by the Commissioner or
Agency Head may include but shall not exceed:
1. The disqualification for a period not to exceed five years from the date of
an adverse determination for any person, or any entity of which such person was a
member at the time the testimony was sought, from submitting bids for, or transacting
business with, or entering into or obtaining any contract, lease, permit or license with or
from the City; and/or
2. The cancellation or termination of any and all such existing City contracts,
leases, permits or licenses that the refusal to testify concerns and that have not been
assigned as permitted under this Agreement, nor the proceeds of which pledged, to an
unaffiliated and unrelated institutional lender for fair value prior to the issuance of the
notice scheduling the hearing, without the City incurring any penalty or damages on
account of such cancellation or termination; monies lawfully due for goods delivered,
work done, rentals, or fees accrued prior to the cancellation or termination shall be paid
by the City.
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E. The Commissioner or Agency Head shall consider and address in reaching his or
her determination and in assessing an appropriate penalty the factors in Paragraphs (1) and (2)
below. He or she may also consider, if relevant and appropriate, the criteria established in
Paragraphs (3) and (4) below, in addition to any other information that may be relevant and
appropriate:
1. The party’s good faith endeavors or lack thereof to cooperate fully and
faithfully with any governmental investigation or audit, including but not limited to the
discipline, discharge, or disassociation of any person failing to testify, the production of
accurate and complete books and records, and the forthcoming testimony of all other
members, agents, assignees or fiduciaries whose testimony is sought.
2. The relationship of the person who refused to testify to any entity that is a
party to the hearing, including, but not limited to, whether the person whose testimony is
sought has an ownership interest in the entity and/or the degree of authority and
responsibility the person has within the entity.
3. The nexus of the testimony sought to the subject entity and its contracts,
leases, permits or licenses with the City.
4. The effect a penalty may have on an unaffiliated and unrelated party or

entity that has a significant interest in an entity subject to penalties under Paragraph D
above, provided that the party or entity has given actual notice to the Commissioner or
Agency Head upon the acquisition of the interest, or at the hearing called for in Paragraph
(C)(1) above gives notice and proves that such interest was previously acquired. Under
either circumstance, the party or entity must present evidence at the hearing
demonstrating the potential adverse impact a penalty will have on such person or entity.
F. Definitions
1. The term “license” or “permit” as used in this Section shall be defined as a

license, permit, franchise, or concession not granted as a matter of right.
2. The term “person” as used in this Section shall be defined as any natural
person doing business alone or associated with another person or entity as a partner,
director, officer, principal or employee.
3. The term “entity” as used in this Section shall be defined as any firm,
partnership, corporation, association, or person that receives monies, benefits, licenses,
leases, or permits from or through the City, or otherwise transacts business with the City.
4. The term “member” as used in this Section shall be defined as any person
associated with another person or entity as a partner, director, officer, principal, or
employee.
G. In addition to and notwithstanding any other provision of this Agreement, the

Commissioner or Agency Head may in his or her sole discretion terminate this Agreement upon
not less than three (3) Days written notice in the event the Contractor fails to promptly report in
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writing to the City Commissioner of Investigation any solicitation of money, goods, requests for
future employment or other benefits or thing of value, by or on behalf of any employee of the
City or other person or entity for any purpose that may be related to the procurement or obtaining
of this Agreement by the Contractor, or affecting the performance of this Agreement.
Section 5.08 Confidentiality
A. The Contractor agrees to hold confidential, both during and after the completion
or termination of this Agreement, all of the reports, information, or data, furnished to, or
prepared, assembled or used by, the Contractor under this Agreement. The Contractor agrees to
maintain the confidentiality of such reports, information, or data by using a reasonable degree of
care, and using at least the same degree of care that the Contractor uses to preserve the
confidentiality of its own confidential information. The Contractor agrees that such reports,
information, or data shall not be made available to any person or entity without the prior written
approval of the Department. The obligation under this Section 5.08 to hold reports, information
or data confidential shall not apply where the Contractor is legally required to disclose such
reports, information or data, by virtue of a subpoena, court order or otherwise (“disclosure
demand”), provided that the Contractor complies with the following: (1) the Contractor shall
provide advance notice to the Commissioner, in writing or by e-mail, that it received a disclosure
demand for to disclose such reports, information or data and (2) if requested by the Department,
the Contractor shall not disclose such reports, information, or data until the City has exhausted
its legal rights, if any, to prevent disclosure of all or a portion of such reports, information or
data. The previous sentence shall not apply if the Contractor is prohibited by law from
disclosing to the Department the disclosure demand for such reports, information or data.
B. The Contractor shall provide notice to the Department within three days of the
discovery by the Contractor of any breach of security, as defined in Admin. Code § 10-501(b), of
any data, encrypted or otherwise, in use by the Contractor that contains social security numbers
or other personal identifying information as defined in Admin. Code § 10-501 (“Personal
Identifying Information”), where such breach of security arises out of the acts or omissions of the
Contractor or its employees, subcontractors, or agents. Upon the discovery of such security
breach, the Contractor shall take reasonable steps to remediate the cause or causes of such
breach, and shall provide notice to the Department of such steps. In the event of such breach of
security, without limiting any other right of the City, the City shall have the right to withhold
further payments under this Agreement for the purpose of set-off in sufficient sums to cover the
costs of notifications and/or other actions mandated by any Law, or administrative or judicial
order, to address the breach, and including any fines or disallowances imposed by the State or
federal government as a result of the disclosure. The City shall also have the right to withhold
further payments hereunder for the purpose of set-off in sufficient sums to cover the costs of
credit monitoring services for the victims of such a breach of security by a national credit
reporting agency, and/or any other commercially reasonable preventive measure. The
Department shall provide the Contractor with written notice and an opportunity to comment on
such measures prior to implementation. Alternatively, at the City’s discretion, or if monies
remaining to be earned or paid under this Agreement are insufficient to cover the costs detailed
above, the Contractor shall pay directly for the costs, detailed above, if any.
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C. The Contractor shall restrict access to confidential information to persons who

have a legitimate work related purpose to access such information. The Contractor agrees that it
will instruct its officers, employees, and agents to maintain the confidentiality of any and all
information required to be kept confidential by this Agreement.
D. The Contractor, and its officers, employees, and agents shall notify the
Department, at any time either during or after completion or termination of this Agreement, of
any intended statement to the press or any intended issuing of any material for publication in any
media of communication (print, news, television, radio, Internet, etc.) regarding the services
provided or the data collected pursuant to this Agreement at least 24 hours prior to any statement
to the press or at least five business days prior to the submission of the material for publication,
or such shorter periods as are reasonable under the circumstances. The Contractor may not issue
any statement or submit any material for publication that includes confidential information as
prohibited by this Section 5.08.
E. At the request of the Department, the Contractor shall return to the Department
any and all confidential information in the possession of the Contractor or its subcontractors. If
the Contractor or its subcontractors are legally required to retain any confidential information,
the Contractor shall notify the Department in writing and set forth the confidential information
that it intends to retain and the reasons why it is legally required to retain such information. The
Contractor shall confer with the Department, in good faith, regarding any issues that arise from
the Contractor retaining such confidential information. If the Department does not request such
information or the Law does not require otherwise, such information shall be maintained in
accordance with the requirements set forth in Section 5.02.
F. A breach of this Section 5.08 shall constitute a material breach of this Agreement
for which the Department may terminate this Agreement pursuant to Article 10. The Department
reserves any and all other rights and remedies in the event of unauthorized disclosure.
ARTICLE 6 - COPYRIGHTS, PATENTS, INVENTIONS, AND ANTITRUST
Section 6.01 Copyrights and Ownership of Work Product
A. Any reports, documents, data, photographs, deliverables, and/or other materials

produced pursuant to this Agreement, and any and all drafts and/or other preliminary materials in
any format related to such items produced pursuant to this Agreement, shall upon their creation
become the exclusive property of the City, if permitted under HIPAA, Federal State and Local
law.
B. To the extent permitted under HIPAA, Federal State and Local law, any reports,
documents, data, photographs, deliverables, and/or other materials provided pursuant to this
Agreement (“Copyrightable Materials”) shall be considered “work-made-for-hire” within the
meaning and purview of Section 101 of the United States Copyright Act, 17 U.S.C. § 101, and
the City shall be the copyright owner thereof and of all aspects, elements, and components
thereof in which copyright protection might exist. To the extent that the Copyrightable Materials
do not qualify as “work-made-for-hire,” the Contractor hereby irrevocably transfers, assigns and
conveys exclusive copyright ownership in and to the Copyrightable Materials to the City, free
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and clear of any liens, claims, or other encumbrances. The Contractor shall retain no copyright
or intellectual property interest in the Copyrightable Materials. The Copyrightable Materials
shall be used by the Contractor for no purpose other than in the performance of this Agreement
without the prior written permission of the City. The Department may grant the Contractor a
license to use the Copyrightable Materials on such terms as determined by the Department and
set forth in the license.
C. The Contractor acknowledges that the City may, in its sole discretion, register
copyright in the Copyrightable Materials with the United States Copyright Office or any other
government agency authorized to grant copyright registrations. The Contractor shall fully
cooperate in this effort, and agrees to provide any and all documentation necessary to accomplish
this.
D. Prior to provision of any reports, documents, data, photographs, deliverables,

and/or other material to the City, Contractor must represent and warrant that the Copyrightable
Materials: (i) are wholly original material not published elsewhere (except for material that is in
the public domain); (ii) do not violate any copyright Law; (iii) do not constitute defamation or
invasion of the right of privacy or publicity; and (iv) are not an infringement, of any kind, of the
rights of any third party. To the extent that the Copyrightable Materials incorporate any non-
original material, the Contractor has obtained all necessary permissions and clearances, in
writing, for the use of such non-original material under this Agreement, copies of which shall be
provided to the City upon execution of this Agreement.
E. If the services under this Agreement are supported by a federal grant of funds, the
federal and State government reserves a royalty-free, non-exclusive irrevocable license to
reproduce, publish, or otherwise use and to authorize others to use, for federal or State
government purposes, the copyright in any Copyrightable Materials developed under this
Agreement to the extent permissible by HIPAA, Federal, State and local law.
F. If the Contractor publishes a work dealing with any aspect of performance under
this Agreement, or with the results of such performance, the City shall have a royalty-free, non-
exclusive irrevocable license to reproduce, publish, or otherwise use such work for City
governmental purposes.
Section 6.02 Patents and Inventions
The Contractor shall promptly and fully report to the Department any discovery or
invention arising out of or developed in the course of performance of this Agreement. If the
services under this Agreement are supported by a federal grant of funds, the Contractor shall
promptly and fully report to the federal government for the federal government to make a
determination as to whether patent protection on such invention shall be sought and how the
rights in the invention or discovery, including rights under any patent issued thereon, shall be
disposed of and administered in order to protect the public interest.
Section 6.03 Pre-existing Rights
In no case shall Sections 6.01 and 6.02 apply to, or prevent the Contractor from asserting
or protecting its rights in any discovery, invention, report, document, data, photograph,
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deliverable, or other material in connection with or produced pursuant to this Agreement that
existed prior to or was developed or discovered independently from the activities directly related
to this Agreement.
Section 6.04 Antitrust
The Contractor hereby assigns, sells, and transfers to the City all right, title, and interest
in and to any claims and causes of action arising under the antitrust laws of the State or of the
United States relating to the particular goods or services procured by the City under this
Agreement.
ARTICLE 7 - INSURANCE
Section 7.01 Agreement to Insure
The Contractor shall maintain the following types of insurance if and as indicated in
Schedule A (with the minimum limits and special conditions specified in Schedule A)
throughout the term of this Agreement, including any applicable guaranty period. All insurance
shall meet the requirements set forth in this Article 7. Wherever this Article 7 requires that
insurance coverage be “at least as broad” as a specified form (including all ISO forms), there is
no obligation that the form itself be used, provided that the Contractor can demonstrate that the
alternative form or endorsement contained in its policy provides coverage at least as broad as the
specified form.
Section 7.02 Workers’ Compensation, Disability Benefits, and Employers’ Liability

Insurance
A. The Contractor shall maintain workers’ compensation insurance, employers’

liability insurance, and disability benefits insurance, in accordance with Law on behalf of, or in
regard to, all employees providing services under this Agreement
B. Within 10 Days of award of this Agreement or as otherwise specified by the

Department, and as required by N.Y. Workers’ Compensation Law §§ 57 and 220(8), the
Contractor shall submit proof of Contractor’s workers’ compensation insurance and disability
benefits insurance (or proof of a legal exemption) to the Department in a form acceptable to the
New York State Workers’ Compensation Board. ACORD forms are not acceptable proof of
such insurance. The following forms are acceptable:
1. Form C-105.2, Certificate of Workers’ Compensation Insurance;
2. Form U-26.3, State Insurance Fund Certificate of Workers’ Compensation

Insurance;
3. Form SI-12, Certificate of Workers’ Compensation Self-Insurance;
4. Form GSI-105.2, Certificate of Participation in Worker’s Compensation

Group Self-Insurance;
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5. Form DB-120.1, Certificate of Disability Benefits Insurance;
6. Form DB-155, Certificate of Disability Benefits Self-Insurance;
7. Form CE-200 – Affidavit of Exemption;
8. Other forms approved by the New York State Workers’ Compensation

Board; or
9. Other proof of insurance in a form acceptable to the City.
Section 7.03 Other Insurance
A. Commercial General Liability Insurance. The Contractor shall maintain

commercial general liability insurance in the amounts specified in Schedule A covering
operations under this Agreement. Coverage must be at least as broad as the coverage provided
by the most recently issued ISO Form CG 00 01, primary and non-contributory, and
“occurrence” based rather than “claims-made.” Such coverage shall list the City, together with
its officials and employees, and any other entity that may be listed on Schedule A as an
additional insured with coverage at least as broad as the most recently issued ISO Form CG 20
10 or CG 20 26 and, if construction is performed as part of the services, ISO Form CG 20 37.
B. Commercial Automobile Liability Insurance. If indicated in Schedule A and/or

if vehicles are used in the provision of services under this Agreement, the Contractor shall
maintain commercial automobile liability insurance for liability arising out of ownership,
maintenance or use of any owned, non-owned, or hired vehicles to be used in connection with
this Agreement. Coverage shall be at least as broad as the most recently issued ISO Form CA 00
01. If vehicles are used for transporting hazardous materials, the commercial automobile
liability insurance shall be endorsed to provide pollution liability broadened coverage for
covered vehicles (endorsement CA 99 48) as well as proof of MCS-90.
C. Professional Liability Insurance.
1. If indicated in Schedule A, the Contractor shall maintain and submit evidence of

professional liability insurance or errors and omissions insurance appropriate to the
type(s) of such services to be provided under this Agreement. The policy or policies shall
cover the liability assumed by the Contractor under this Agreement arising out of the
negligent performance of professional services or caused by an error, omission, or
negligent act of the Contractor or anyone employed by the Contractor.
2. All subcontractors of the Contractor providing professional services under this

Agreement for which professional liability insurance or errors and omissions insurance is
reasonably commercially available shall also maintain such insurance in the amount
specified in Schedule A. At the time of the request for subcontractor approval, the
Contractor shall provide to the Department, evidence of such professional liability
insurance on a form acceptable to the Department.
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3. Claims-made policies will be accepted for professional liability insurance. All

such policies shall have an extended reporting period option or automatic coverage of not
less than two years. If available as an option, the Contractor shall purchase extended
reporting period coverage effective on cancellation or termination of such insurance
unless a new policy is secured with a retroactive date, including at least the last policy
year.
D. Crime Insurance. If indicated in Schedule A, the Contractor shall maintain

crime insurance during the term of the Agreement in the minimum amounts listed in Schedule A.
Such insurance shall include coverage, without limitation, for any and all acts of employee theft
including employee theft of client property, forgery or alteration, inside the premises (theft of
money and securities), inside the premises (robbery or safe burglary of other property), outside
the premises, computer fraud, funds transfer fraud, and money orders and counterfeit money.
The policy shall name the Contractor as named insured and shall list the City as loss payee as its
interests may appear.
E. Cyber Liability Insurance. If indicated in Schedule A, the Contractor shall

maintain cyber liability insurance covering losses arising from operations under this Agreement
in the amounts listed in Schedule A. The City shall approve the policy (including exclusions
therein), coverage amounts, deductibles or self-insured retentions, and premiums, as well as the
types of losses covered, which may include but not be limited to: notification costs, security
monitoring costs, losses resulting from identity theft, and other injury to third parties. If
additional insured status is commercially available under the Contractor’s cyber liability
insurance, the insurance shall cover the City, together with its respective officials and employees,
as additional insured.
F. Other Insurance. The Contractor shall provide such other types of insurance in
the amounts specified in Schedule A.
Section 7.04 General Requirements for Insurance Coverage and Policies
A. Unless otherwise stated, all insurance required by Section 7.03 of this Agreement
must:
1. be provided by companies that may lawfully issue such policies;
2. have an A.M. Best rating of at least A- / VII, a Standard & Poor’s rating of
at least A, a Moody’s Investors Service rating of at least A3, a Fitch Ratings rating of at
least A- or a similar rating by any other nationally recognized statistical rating
organization acceptable to the New York City Law Department unless prior written
approval is obtained from the New York City Law Department; and
3. be primary (and non-contributing) to any insurance or self-insurance

maintained by the City (not applicable to professional liability insurance/errors and
omissions insurance) and any other entity listed as an additional insured in Schedule A.
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B. The Contractor shall be solely responsible for the payment of all premiums for all
required insurance policies and all deductibles or self-insured retentions to which such policies
are subject, whether or not the City is an insured under the policy.
C. There shall be no self-insurance program, including a self-insurance retention,

exceeding $10,000.00, with regard to any insurance required under Section 7.03 unless approved
in writing by the Commissioner. Any such self-insurance program shall provide the City and
any other additional insured listed on Schedule A with all rights that would be provided by
traditional insurance required under this Article 7, including but not limited to the defense
obligations that insurers are required to undertake in liability policies.
D. The limits of coverage for all types of insurance for the City, including its
officials and employees, and any other additional insured listed on Schedule A that must be
provided to such additional insured(s) shall be the greater of (i) the minimum limits set forth in
Schedule A or (ii) the limits provided to the Contractor as named insured under all primary,
excess, and umbrella policies of that type of coverage.
Section 7.05 Proof of Insurance
A. For each policy required under Section 7.03 and Schedule A of this
Agreement, the Contractor shall file proof of insurance and, where applicable, proof that the
City, including its officials and employees, is an additional insured with the Department within
ten Days of award of this Agreement. The following proof is acceptable:
1. A certificate of insurance accompanied by a completed certification of

insurance broker or agent (included in Schedule A of this Agreement) and any
endorsements by which the City, including its officials and employees, have been made
an additional insured; or
2. A copy of the insurance policy, including declarations and endorsements,

certified by an authorized representative of the issuing insurance carrier.
B. Proof of insurance confirming renewals of insurance required under Section 7.03

must be submitted to the Department prior to the expiration date of the coverage. Such proof
must meet the requirements of Section 7.05(A).
C. The Contractor shall provide the City with a copy of any policy required under
this Article 7 upon the demand for such policy by the Commissioner or the New York City Law
Department.
D. Acceptance by the Commissioner of a certificate or a policy does not excuse the

Contractor from maintaining policies consistent with all provisions of this Article 7 (and
ensuring that subcontractors maintain such policies) or from any liability arising from its failure
to do so.
E. If the Contractor receives notice, from an insurance company or other person, that
any insurance policy required under this Article 7 shall expire or be cancelled or terminated for
any reason, the Contractor shall immediately forward a copy of such notice to both the address
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referred to in Section 14.04 and Schedule A and to the New York City Comptroller, Attn: Office
of Contract Administration, Municipal Building, One Centre Street, Room 1005, New York,
New York 10007.
Section 7.06 Miscellaneous
A. Whenever notice of loss, damage, occurrence, accident, claim, or suit is required

under a policy required by Section 7.03 and Schedule A, the Contractor shall provide the insurer
with timely notice thereof on behalf of the City. Such notice shall be given even where the
Contractor may not be covered under such policy if this Agreement requires that the City be an
additional insured (for example, where one of Contractor’s employees was injured). Such notice
shall expressly specify that “this notice is being given on behalf of the City of New York,
including its officials and employees, as additional insured” (such notice shall also include the
name of any other entity listed as an additional insured on Schedule A) and contain the following
information to the extent known: the number of the insurance policy; the name of the named
insured; the date and location of the damage, occurrence, or accident; the identity of the persons
or things injured, damaged, or lost; and the title of the claim or suit, if applicable. The
Contractor shall simultaneously send a copy of such notice to the City of New York c/o
Insurance Claims Specialist, Affirmative Litigation Division, New York City Law Department,
100 Church Street, New York, New York 10007. If the Contractor fails to comply with the
requirements of this paragraph, the Contractor shall indemnify the City, together with its officials
and employees, and any other entity listed as an additional insured on Schedule A for all losses,
judgments, settlements and expenses, including reasonable attorneys’ fees, arising from an
insurer’s disclaimer of coverage citing late notice by or on behalf of the City together with its
officials and employees, and any other entity listed as an additional insured on Schedule A.
B. The Contractor’s failure to maintain any of the insurance required by this Article
7 and Schedule A shall constitute a material breach of this Agreement. Such breach shall not be
waived or otherwise excused by any action or inaction by the City at any time.
C. Insurance coverage in the minimum amounts required in this Article 7 shall not
relieve the Contractor or its subcontractors of any liability under this Agreement, nor shall it
preclude the City from exercising any rights or taking such other actions as are available to it
under any other provisions of this Agreement or Law.
D. With respect to insurance required by Section 7.03 and Schedule A (but not
including professional liability/errors and omissions insurance), the Contractor waives all rights
against the City, including its officials and employees, and any other entity listed as an additional
insured on Schedule A for any damages or losses that are covered under any insurance required
under this Article 7 (whether or not such insurance is actually procured or claims are paid
thereunder) or any other insurance applicable to the operations of the Contractor and/or its
subcontractors in the performance of this Agreement.
E. In the event the Contractor requires any subcontractor to maintain insurance with
regard to any operations under this Agreement and requires such subcontractor to list the
Contractor as an additional insured under such insurance, the Contractor shall ensure that such
entity also list the City, including its officials and employees, and any other entity listed as an
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additional insured on Schedule A as an additional insured. With respect to commercial general

liability insurance, such coverage must be at least as broad as the most recently issued ISO form
CG 20 26.
ARTICLE 8 - PROTECTION OF PERSONS AND PROPERTY AND

INDEMNIFICATION
Section 8.01 Reasonable Precautions
The Contractor shall take all reasonable precautions to protect all persons and the
property of the City and of others from injury, damage, or loss resulting from the Contractor’s
and/or its subcontractors’ operations under this Agreement. The Parties acknowledge and accept
that Contractor shall not be held responsible either financially or legally, for any cost, injury,
damage, claim or loss to the extent resulting from the misconduct or negligence by the Service
Recipients in New York which this Agreement seeks to aid (“Service Recipients”). Any cost,
injury, damage, claim or loss to the extent resulting by or from the Service Recipients shall be
the sole financial and legal responsibility of the City.
Section 8.02 Protection of City Property
The Contractor assumes the risk of, and shall be responsible for, any loss or damage to
City property, including property and equipment leased by the City, used in the performance of
this Agreement, where such loss or damage to the extent caused by Contractor’s negligence, any
tortious act, or failure to comply with the provisions of this Agreement or of Law. For avoidance
of doubt, the City shall be responsible for any loss or damage to City property, including
property and equipment leased by the City, used in the performance of this Agreement, to the
extent such loss or damage is caused by negligence, any tortious act, or failure to comply with
the provisions of this Agreement or of Law by the Service Recipients.
Section 8.03 Indemnification
To the fullest extent permitted by Law, the Contractor shall defend, indemnify, and hold
harmless the City, including its officials and employees, against any and all claims (even if the
allegations of the claim are without merit), judgments for damages on account of any injuries or
death to any person or damage to any property, and costs and expenses to which the City or its
officials or employees, may be subject to or which they may suffer or incur allegedly arising out
of any of the operations of the Contractor and/or its subcontractors under this Agreement to the
extent resulting from any negligent act of commission or omission, any intentional tortious act,
and/or the failure to comply with Law or any of the requirements of this Agreement. Insofar as
the facts or Law relating to any of the foregoing would preclude the City or its officials or
employees from being completely indemnified by the Contractor, the City and its officials and
employees shall be partially indemnified by the Contractor to the fullest extent permitted by
Law.
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Section 8.04 Infringement Indemnification
harmless the City, including its officials and employees, against any and all claims (even if the
allegations of the claim are without merit), judgments for damages, and costs and expenses to
which the City or its officials or employees, may be subject to or which they may suffer or incur
allegedly arising out of any infringement, violation, or unauthorized use of any copyright, trade
secret, trademark or patent or any other property or personal right of any third party by the
Contractor and/or its employees, agents, or subcontractors in the performance of this Agreement.
harmless the City and its officials and employees regardless of whether or not the alleged
infringement, violation, or unauthorized use arises out of compliance with the Agreement’s
scope of services/scope of work. Insofar as the facts or Law relating to any of the foregoing
would preclude the City and its officials and employees from being completely indemnified by
the Contractor, the City and its officials and employees shall be partially indemnified by the
Contractor to the fullest extent permitted by Law.
Section 8.05 Indemnification Obligations Not Limited By Insurance Obligation
The Contractor’s obligation to indemnify, defend and hold harmless the City and its
officials and employees shall neither be (i) limited in any way by the Contractor’s obligations to
obtain and maintain insurance under this Agreement, nor (ii) adversely affected by any failure on
the part of the City or its officials or employees to avail themselves of the benefits of such
insurance.
Section 8.06 Actions By or Against Third Parties
A. If any claim is made or any action brought in any way relating to Agreement other
than an action between the City and the Contractor, the Contractor shall diligently render to the
City without additional compensation all assistance that the City may reasonably require of the
Contractor.
B. The Contractor shall report to the Department in writing within five business days
of the initiation by or against the Contractor of any legal action or proceeding relating to this
Agreement.
Section 8.07 Withholding of Payments
A. If any claim is made or any action is brought against the City for which the
Contractor may be required to indemnify the City pursuant to this Agreement, the City shall have
the right to withhold further payments under this Agreement for the purpose of set-off in
sufficient sums to cover the said claim or action.
B. If any City property is lost or damaged as set forth in Section 8.02, except for
normal wear and tear, the City shall have the right to withhold payments under this Agreement
for the purpose of set-off in sufficient sums to cover such loss or damage.
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C. The City shall not, however, impose a set-off in the event that an insurance
company that provided insurance pursuant to Section 7.03 above has accepted the City’s tender
of the claim or action without a reservation of rights.
D. The Department may, at its option, withhold for purposes of set-off any monies
due to the Contractor under this Agreement up to the amount of any disallowances or questioned
costs resulting from any audits of the Contractor or to the amount of any overpayment to the
Contractor with regard to this Agreement.
E. The rights and remedies of the City provided for in this Section 8.07 are not
exclusive and are in addition to any other rights and remedies provided by Law or this
Agreement.
Section 8.08 No Third Party Rights
The provisions of this Agreement shall not be deemed to create any right of action in
favor of third parties against the Contractor or the City or their respective officials and
employees.
ARTICLE 9 - CONTRACT CHANGES
Section 9.01 Contract Changes
Changes to this Agreement may be made only as duly authorized by the ACCO or his or
her designee and in accordance with the PPB Rules. Any amendment or change to this
Agreement shall not be valid unless made in writing and signed by authorized representatives of
both parties. The Contractor deviates from the requirements of this Agreement without a duly
approved and executed change order document or written contract modification or amendment at
its own risk.
Section 9.02 Changes Through Fault of Contractor
If any change is required in the data, documents, deliverables, or other services to be

provided under this Agreement because of negligence or error of the Contractor, alone, no
additional compensation shall be paid to the Contractor for making such change, and the
Contractor is obligated to make such change without additional compensation, unless additional
costs and expenses are mutually agreed upon in writing by both parties.
ARTICLE 10 - TERMINATION, DEFAULT, REDUCTIONS IN FUNDING, AND

LIQUIDATED DAMAGES
Section 10.01 Termination by the City Without Cause
A. The City shall have the right to terminate this Agreement, in whole or in part,
without cause, in accordance with the provisions of Section 10.05. The Contractor shall have the
right to terminate this Agreement upon fifteen (15) days written notice if the City fails to deliver
payments to Contractor in compliance with PPB Rule § 4-06 and Section 11 herein.
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B. If the City terminates this Agreement pursuant to this Section 10.01, the following
provisions apply. The City shall not incur or pay any further obligation pursuant to this
Agreement beyond the termination date set by the City pursuant to Section 10.05. The City shall
pay for services provided in accordance with this Agreement prior to the termination date. In
addition, any obligation necessarily incurred by the Contractor on account of this Agreement
prior to receipt of notice of termination and falling due after the termination date shall be paid by
the City in accordance with the terms of this Agreement. In no event shall such obligation be
construed as including any lease or other occupancy agreement, oral or written, entered into
between the Contractor and its landlord.
Section 10.02 Reductions in Federal, State, and/or City Funding
A. This Agreement is funded in whole or in part by funds secured from the federal,
State and/or City governments. Should there be a reduction or discontinuance of such funds by
action of the federal, State and/or City governments, the City shall have, in its sole discretion, the
right to terminate this Agreement in whole or in part, or to reduce the funding and/or level of
services of this Agreement caused by such action by the federal, State and/or City governments,
including, in the case of the reduction option, but not limited to, the reduction or elimination of
programs, services or service components; the reduction or elimination of contract-reimbursable
staff or staff-hours, and corresponding reductions in the budget of this Agreement and in the total
amount payable under this Agreement. Any reduction in funds pursuant to this Section 10.02(A)
shall be accompanied by an appropriate reduction in the services performed under this
Agreement.
B. In the case of the reduction option referred to in Section 10.02(A), above, any
such reduction shall be effective as of the date set forth in a written notice thereof to the
Contractor, which shall be not less than 30 Days from the date of such notice. Prior to sending
such notice of reduction, the Department shall advise the Contractor that such option is being
exercised and afford the Contractor an opportunity to make within seven Days any suggestion(s)
it may have as to which program(s), service(s), service component(s), staff or staff-hours might
be reduced or eliminated, provided, however, that the Department shall not be bound to utilize
any of the Contractor’s suggestions and that the Department shall have sole discretion as to how
to effectuate the reductions.
C. If the City reduces funding pursuant to this Section 10.02, the following
provisions apply. The City shall pay for services provided in accordance with this Agreement
prior to the reduction date. In addition, any obligation necessarily incurred by the Contractor on
account of this Agreement prior to receipt of notice of reduction and falling due after the
reduction date shall be paid by the City in accordance with the terms of this Agreement. In no
event shall such obligation be construed as including any lease or other occupancy agreement,
oral or written, entered into between the Contractor and its landlord.
D. To the extent that the reduction in public funds is a result of the State determining
that the Contractor may receive medical assistance funds pursuant to title eleven of article five of
the Social Services Law to fund the services contained within the scope of a program under this
Agreement, then the notice and effective date provisions of this Section 10.02 shall not apply,
and the Department may reduce such public funds authorized under this Agreement by informing
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the Contractor of the amount of the reduction and revising attachments to this Agreement as
appropriate.
Section 10.03 Contractor Default
A. The City shall have the right to declare the Contractor in default:
1. Upon a breach by the Contractor of a material term or condition of this

Agreement, including unsatisfactory performance of the services;
2. Upon insolvency or the commencement of any proceeding by or against

the Contractor, either voluntarily or involuntarily, under the Bankruptcy Code or relating
to the insolvency, receivership, liquidation, or composition of the Contractor for the
benefit of creditors;
3. If the Contractor refuses or fails to proceed with the services under the
Agreement when and as directed by the Commissioner unless any other provision in this
Agreement allows for this refusal and/or early termination.
4. If the Contractor or any of its officers, directors, partners, five percent or

greater shareholders, principals, or other employee or person substantially involved in its
activities are indicted or convicted after execution of the Agreement under any state or
federal law of any of the following:
a. a criminal offense incident to obtaining or attempting to obtain or

performing a public or private contract;
b. fraud, embezzlement, theft, bribery, forgery, falsification, or

destruction of records, or receiving stolen property;
c. a criminal violation of any state or federal antitrust law;
d. violation of the Racketeer Influence and Corrupt Organization Act,

18 U.S.C. §§ 1961 et seq., or the Mail Fraud Act, 18 U.S.C. §§ 1341 et seq., for
acts in connection with the submission of bids or proposals for a public or private
contract;
e. conspiracy to commit any act or omission that would constitute

grounds for conviction or liability under any statute described in subparagraph (d)
above; or
f. an offense indicating a lack of business integrity that seriously and

directly affects responsibility as a City vendor.

activities are subject to a judgment of civil liability under any state or federal antitrust
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law for acts or omissions in connection with the submission of bids or proposals for a
public or private contract; or

activities makes or causes to be made any false, deceptive, or fraudulent material
statement, or fail to make a required material statement in any bid, proposal, or
application for City or other government work.
B. The right to declare the Contractor in default shall be exercised by sending the
Contractor a written notice of the conditions of default, signed by the Commissioner, setting
forth the ground or grounds upon which such default is declared (“Notice to Cure”). The
Contractor shall have ten Days from receipt of the Notice to Cure or any longer period that is set
forth in the Notice to Cure the default. The Commissioner may temporarily suspend services
under the Agreement pending the outcome of the default proceedings pursuant to this Section
10.03.
C. If the conditions set forth in the Notice to Cure are not cured within the period set
forth in the Notice to Cure, the Commissioner may declare the Contractor in default pursuant to
this Section 10.03. Before the Commissioner may exercise his or her right to declare the
Contractor in default, the Commissioner shall give the Contractor an opportunity to be heard
upon not less than five business days’ notice. The Commissioner may, in his or her discretion,
provide for such opportunity to be in writing or in person. Such opportunity to be heard shall not
occur prior to the end of the cure period but notice of such opportunity to be heard may be given
prior to the end of the cure period and may be given contemporaneously with the Notice to Cure.
D. After the opportunity to be heard, the Commissioner may terminate the

Agreement, in whole or in part, upon finding the Contractor in default pursuant to this Section
10.03, in accordance with the provisions of Section 10.05.
E. The Commissioner, after declaring the Contractor in default, may have the
services under the Agreement completed by such means and in such manner, by contract with or
without public letting, or otherwise, as he or she may deem advisable in accordance with
applicable PPB Rules. After such completion, the Commissioner shall certify the expense
incurred in such completion, which shall include the cost of re-letting. Should the expense of
such completion, as certified by the Commissioner, exceed the total sum which would have been
payable under the Agreement if it had been completed by the Contractor, any excess shall be
promptly paid by the Contractor upon demand by the City. The excess expense of such
completion, including any and all related and incidental costs, as so certified by the
Commissioner, and any liquidated damages assessed against the Contractor, may be charged
against and deducted out of monies earned by the Contractor.
Section 10.04 Force Majeure
A. For purposes of this Agreement, a force majeure event is an act or event beyond
the control and without any fault or negligence of the Contractor (“Force Majeure Event”). Such
events may include, but are not limited to, fire, flood, earthquake, storm or other natural disaster,
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civil commotion, war, terrorism, riot, and labor disputes not brought about by any act or
omission of the Contractor.
B. In the event the Contractor cannot comply with the terms of the Agreement
(including any failure by the Contractor to make progress in the performance of the services)
because of a Force Majeure Event, then the Contractor may ask the Commissioner to excuse the
nonperformance and/or terminate the Agreement. If the Commissioner, in his or her reasonable
discretion, determines that the Contractor cannot comply with the terms of the Agreement
because of a Force Majeure Event, then the Commissioner shall excuse the nonperformance and
may terminate the Agreement. Such a termination shall be deemed to be without cause.
C. If the City terminates the Agreement pursuant to this Section 10.04, the following
provisions apply. The City shall not incur or pay any further obligation pursuant to this
Agreement beyond the termination date. The City shall pay for services provided in accordance
with this Agreement prior to the termination date. Any obligation necessarily incurred by the
Contractor on account of this Agreement prior to receipt of notice of termination and falling due
after the termination date shall be paid by the City in accordance with the terms of this
Agreement. In no event shall such obligation be construed as including any lease or other
occupancy agreement, oral or written, entered into between the Contractor and its landlord.
Section 10.05 Procedures for Termination
A. The Department and/or the City shall give the Contractor written notice of any
termination of this Agreement. Such notice shall specify the applicable provision(s) under which
the Agreement is terminated and the effective date of the termination. Except as otherwise
provided in this Agreement, the notice shall comply with the provisions of this Section 10.05 and
Section 14.04. For termination without cause, the effective date of the termination shall not be
less than 15 Days from the date the notice is personally delivered, or 20 Days from the date the
notice is either sent by certified mail, return receipt requested, delivered by overnight or same
day courier service in a properly addressed envelope with confirmation, or sent by email and,
unless the receipt of the email is acknowledged by the recipient by email, deposited in a post
office box regularly maintained by the United States Postal Service in a properly addressed
postage pre-paid envelope. In the case of termination for default, the effective date of the
termination shall be as set forth above for a termination without cause or such earlier date as the
Commissioner may determine. If the City terminates the Agreement in part, the Contractor shall
continue the performance of the Agreement to the extent not terminated.
B. Upon termination or expiration of this Agreement, the Contractor shall comply

with the City close-out procedures, including but not limited to:
1. Accounting for and refunding to the Department, within 45 Days, any

unexpended funds which have been advanced to the Contractor pursuant to this
Agreement;
2. Furnishing within 45 Days an inventory to the Department of all

equipment, appurtenances and property purchased through or provided under this
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Agreement and carrying out any Department or City directive concerning the disposition
of such equipment, appurtenances and property;
3. Turning over to the Department or its designees all books, records,

documents and material specifically relating to this Agreement that the Department has
requested be turned over;
4. Submitting to the Department, within 90 Days, a final statement and report

relating to the Agreement. The report shall be made by a certified public accountant or a
licensed public accountant, unless the Department waives, in writing, the requirement
that a certified public accountant or licensed public accountant make such report; and
5. Providing reasonable assistance to the Department in the transition, if any,

to a new contractor.
Section 10.06 Miscellaneous Provisions
A. The Commissioner, in addition to any other powers set forth in this Agreement or
by operation of Law, may suspend, in whole or in part, any part of the services to be provided
under this Agreement whenever in his or her judgment such suspension is required in the best
interest of the City upon at least thirty (30) days written notice to the Contractor (“Suspension
Date”). If the Commissioner suspends this Agreement pursuant to this Section 10.06, the City
shall not incur or pay any further obligation pursuant to this Agreement beyond the Suspension
Date, until such suspension is lifted. The City shall pay for services provided in accordance with
this Agreement prior to the suspension date. In addition, any obligation necessarily incurred by
the Contractor on account of this Agreement prior to receipt of notice of suspension and falling
due during the suspension period shall be paid by the City in accordance with the terms of this
Agreement.
B. Notwithstanding any other provisions of this Agreement, the Contractor shall not
be relieved of liability to the City for damages sustained by the City by virtue of the Contractor’s
breach of the Agreement, and the City may withhold payments to the Contractor for the purpose
of set-off in the amount of damages due to the City from the Contractor. For avoidance of doubt,
Contractor shall not be held financially or legally responsible for the wrongful or negligent acts,
omissions, claims, damages resulting from the misconduct by the Service Recipients in New
York which this Agreement seeks to aid (“Service Recipients”).
C. The rights and remedies of the City provided in this Article 10 shall not be
exclusive and are in addition to all other rights and remedies provided by Law or under this
Agreement.
Section 10.07 Liquidated Damages
If Schedule A or any other part of this Agreement includes liquidated damages for failure
to comply with a provision of this Agreement, the sum indicated is fixed and agreed as the
liquidated damages that the City will suffer by reason of such noncompliance and not as a
penalty.
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ARTICLE 11 - PROMPT PAYMENT AND ELECTRONIC FUNDS TRANSFER
Section 11.01 Prompt Payment
A. The prompt payment provisions of PPB Rule § 4-06 are applicable to payments
made under this Agreement. With some exceptions, the provisions generally require the
payment to the Contractor of interest on payments made after the required payment date, as set
forth in the PPB Rules.
B. The Contractor shall submit a proper invoice to receive payment, except where
the Agreement provides that the Contractor will be paid at predetermined intervals without
having to submit an invoice for each scheduled payment.
C. Determination of interest due will be made in accordance with the PPB Rules and
the applicable rate of interest shall be the rate in effect at the time of payment.
Section 11.02 Electronic Funds Transfer
A. In accordance with Admin. Code § 6-107.1, the Contractor agrees to accept

payments under this Agreement from the City by electronic funds transfer. An electronic funds
transfer is any transfer of funds, other than a transaction originated by check, draft, or similar
paper instrument, which is initiated through an electronic terminal, telephonic instrument or
computer or magnetic tape so as to order, instruct, or authorize a financial institution to debit or
credit an account. Prior to the first payment made under this Agreement, the Contractor shall
designate one financial institution or other authorized payment agent and shall complete the
“EFT Vendor Payment Enrollment Form” available from the Agency or at
http://www.nyc.gov/dof in order to provide the commissioner of the Department of Finance with
information necessary for the Contractor to receive electronic funds transfer payments through
the designated financial institution or authorized payment agent. The crediting of the amount of
a payment to the appropriate account on the books of a financial institution or other authorized
payment agent designated by the Contractor shall constitute full satisfaction by the City for the
amount of the payment under this Agreement. The account information supplied by the
Contractor to facilitate the electronic funds transfer shall remain confidential to the fullest extent
provided by Law.
B. The Agency Head may waive the application of the requirements of this Section
11.02 to payments on contracts entered into pursuant to Charter § 315. In addition, the
commissioner of the Department of Finance and the Comptroller may jointly issue standards
pursuant to which the Department may waive the requirements of this Section 11.02 for
payments in the following circumstances: (i) for individuals or classes of individuals for whom
compliance imposes a hardship; (ii) for classifications or types of checks; or (iii) in other
circumstances as may be necessary in the best interest of the City.
C. This Section 11.02 is applicable to contracts valued at $25,000.00 and above.
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ARTICLE 12 - CLAIMS
Section 12.01 Choice of Law
This Agreement shall be deemed to be executed in the City and State of New York,
regardless of the domicile of the Contractor, and shall be governed by and construed in
accordance with the Laws of the State of New York (notwithstanding New York choice of law or
conflict of law principles) and the Laws of the United States, where applicable.
Section 12.02 Jurisdiction and Venue
Subject to Section 12.03, the parties agree that any and all claims asserted by or against
the City arising under or related to this Agreement shall solely be heard and determined either in
the courts of the United States located in the City or in the courts of the State located in the City
and County of New York. The parties shall consent to the dismissal and/or transfer of any
claims asserted in any other venue or forum to the proper venue or forum. If the Contractor
initiates any action in breach of this Section 12.02, the Contractor shall be responsible for and
shall promptly reimburse the City for any attorneys’ fees incurred by the City in removing the
action to a proper court consistent with this Section 12.02.
Section 12.03 Resolution of Disputes
A. Except as provided in Subparagraphs (A)(1) and (A)(2) below, all disputes

between the City and the Contractor that arise under, or by virtue of, this Agreement shall be
finally resolved in accordance with the provisions of this Section 12.03 and PPB Rule § 4-09.
This procedure shall be the exclusive means of resolving any such disputes.
1. This Section 12.03 shall not apply to disputes concerning matters dealt
with in other sections of the PPB Rules or to disputes involving patents, copyrights,
trademarks, or trade secrets (as interpreted by the courts of New York State) relating to
proprietary rights in computer software, or to termination other than for cause.
2. For construction and construction-related services this Section 12.03 shall

apply only to disputes about the scope of work delineated by the Agreement, the
interpretation of Agreement documents, the amount to be paid for extra work or disputed
work performed in connection with the Agreement, the conformity of the Contractor’s
work to the Agreement, and the acceptability and quality of the Contractor’s work; such
disputes arise when the City Engineer, City Resident Engineer, City Engineering Audit
Officer, or other designee of the Agency Head makes a determination with which the
Contractor disagrees. For construction, this Section 12.03 shall not apply to termination
of the Agreement for cause or other than for cause.
B. All determinations required by this Section 12.03 shall be clearly stated, with a
reasoned explanation for the determination based on the information and evidence presented to
the party making the determination. Failure to make such determination within the time required
by this Section 12.03 shall be deemed a non-determination without prejudice that will allow
application to the next level.
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C. During such time as any dispute is being presented, heard, and considered
pursuant to this Section 12.03, the Agreement terms shall remain in full force and effect and,
unless otherwise directed by the ACCO or Engineer, the Contractor shall continue to perform
work in accordance with the Agreement and as directed by the ACCO or City Engineer, City
Resident Engineer, City Engineering Audit Officer, or other designee of the Agency Head.
Failure of the Contractor to continue the work as directed shall constitute a waiver by the
Contractor of any and all claims being presented pursuant to this Section 12.03 and a material
breach of contract.
D. Presentation of Dispute to Agency Head.
1. Notice of Dispute and Agency Response. The Contractor shall present

its dispute in writing (“Notice of Dispute”) to the Agency Head within the time specified
herein, or, if no time is specified, within 30 Days of receiving written notice of the
determination or action that is the subject of the dispute. This notice requirement shall
not be read to replace any other notice requirements contained in the Agreement. The
Notice of Dispute shall include all the facts, evidence, documents, or other basis upon
which the Contractor relies in support of its position, as well as a detailed computation
demonstrating how any amount of money claimed by the Contractor in the dispute was
arrived at. Within 30 Days after receipt of the complete Notice of Dispute, the ACCO or,
in the case of construction or construction-related services, the City Engineer, City
Resident Engineer, City Engineering Audit Officer, or other designee of the Agency
Head, shall submit to the Agency Head all materials he or she deems pertinent to the
dispute. Following initial submissions to the Agency Head, either party may demand of
the other the production of any document or other material the demanding party believes
may be relevant to the dispute. The requested party shall produce all relevant materials
that are not otherwise protected by a legal privilege recognized by the courts of New
York State. Any question of relevancy shall be determined by the Agency Head whose
decision shall be final. Willful failure of the Contractor to produce any requested
material whose relevancy the Contractor has not disputed, or whose relevancy has been
affirmatively determined, shall constitute a waiver by the Contractor of its claim.
2. Agency Head Inquiry. The Agency Head shall examine the material and
may, in his or her discretion, convene an informal conference with the Contractor and the
ACCO and, in the case of construction or construction-related services, the City
Engineer, City Resident Engineer, City Engineering Audit Officer, or other designee of
the Agency Head, to resolve the issue by mutual consent prior to reaching a
determination. The Agency Head may seek such technical or other expertise as he or she
shall deem appropriate, including the use of neutral mediators, and require any such
additional material from either or both parties as he or she deems fit. The Agency Head’s
ability to render, and the effect of, a decision hereunder shall not be impaired by any
negotiations in connection with the dispute presented, whether or not the Agency Head
participated therein. The Agency Head may or, at the request of any party to the dispute,
shall compel the participation of any other contractor with a contract related to the work
of this Agreement and that contractor shall be bound by the decision of the Agency Head.
Any contractor thus brought into the dispute resolution proceeding shall have the same
rights and obligations under this Section 12.03 as the Contractor initiating the dispute.
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3. Agency Head Determination. Within 30 Days after the receipt of all

materials and information, or such longer time as may be agreed to by the parties, the
Agency Head shall make his or her determination and shall deliver or send a copy of such
determination to the Contractor and ACCO and, in the case of construction or
construction-related services, the City Engineer, City Resident Engineer, City
Engineering Audit Officer, or other designee of the Agency Head, together with a
statement concerning how the decision may be appealed.
4. Finality of Agency Head Decision. The Agency Head’s decision shall

be final and binding on all parties, unless presented to the Contract Dispute Resolution
Board (“CDRB”) pursuant to this Section 12.03. The City may not take a petition to the
CDRB. However, should the Contractor take such a petition, the City may seek, and the
CDRB may render, a determination less favorable to the Contractor and more favorable
to the City than the decision of the Agency Head.
E. Presentation of Dispute to the Comptroller. Before any dispute may be brought

by the Contractor to the CDRB, the Contractor must first present its claim to the Comptroller for
his or her review, investigation, and possible adjustment.
1. Time, Form, and Content of Notice. Within 30 Days of receipt of a

decision by the Agency Head, the Contractor shall submit to the Comptroller and to the
Agency Head a Notice of Claim regarding its dispute with the Agency. The Notice of
Claim shall consist of (i) a brief statement of the substance of the dispute, the amount of
money, if any, claimed and the reason(s) the Contractor contends the dispute was
wrongly decided by the Agency Head; (ii) a copy of the decision of the Agency Head;
and (iii) a copy of all materials submitted by the Contractor to the Agency, including the
Notice of Dispute. The Contractor may not present to the Comptroller any material not
presented to the Agency Head, except at the request of the Comptroller.
2. Agency Response. Within 30 Days of receipt of the Notice of Claim,

the Agency shall make available to the Comptroller a copy of all material submitted by
the Agency to the Agency Head in connection with the dispute. The Agency may not
present to the Comptroller any material not presented to the Agency Head, except at the
request of the Comptroller.
3. Comptroller Investigation. The Comptroller may investigate the claim

in dispute and, in the course of such investigation, may exercise all powers provided in
Admin. Code §§ 7-201 and 7-203. In addition, the Comptroller may demand of either
party, and such party shall provide, whatever additional material the Comptroller deems
pertinent to the claim, including original business records of the Contractor. Willful
failure of the Contractor to produce within 15 Days any material requested by the
Comptroller shall constitute a waiver by the Contractor of its claim. The Comptroller
may also schedule an informal conference to be attended by the Contractor, Agency
representatives, and any other personnel desired by the Comptroller.
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4. Opportunity of Comptroller to Compromise or Adjust Claim. The

Comptroller shall have 45 Days from his or her receipt of all materials referred to in
Paragraph (E)(3) above to investigate the disputed claim. The period for investigation
and compromise may be further extended by agreement between the Contractor and the
Comptroller, to a maximum of 90 Days from the Comptroller’s receipt of all the
materials. The Contractor may not present its petition to the CDRB until the period for
investigation and compromise delineated in this Paragraph has expired. In compromising
or adjusting any claim hereunder, the Comptroller may not revise or disregard the terms
of the Agreement.
F. Contract Dispute Resolution Board. There shall be a Contract Dispute

Resolution Board composed of:
1. the chief administrative law judge of the Office of Administrative Trials

and Hearings (“OATH”) or his or her designated OATH administrative law judge, who
shall act as chairperson, and may adopt operational procedures and issue such orders
consistent with this Section 12.03 as may be necessary in the execution of the CDRB’s
functions, including, but not limited to, granting extensions of time to present or respond
to submissions;
2. the City Chief Procurement Officer (“CCPO”) or his or her designee; any
designee shall have the requisite background to consider and resolve the merits of the
dispute and shall not have participated personally and substantially in the particular
matter that is the subject of the dispute or report to anyone who so participated; and
3. a person with appropriate expertise who is not an employee of the City.

This person shall be selected by the presiding administrative law judge from a
prequalified panel of individuals, established, and administered by OATH, with
appropriate background to act as decision-makers in a dispute. Such individuals may not
have a contract or dispute with the City or be an officer or employee of any company or
organization that does, or regularly represent persons, companies, or organizations having
disputes with the City.
G. Petition to CDRB. In the event the claim has not been settled or adjusted by the
Comptroller within the period provided in this Section 12.03, the Contractor, within thirty (30)
Days thereafter, may petition the CDRB to review the Agency Head determination.
1. Form and Content of Petition by the Contractor. The Contractor shall

present its dispute to the CDRB in the form of a petition, which shall include (i) a brief
statement of the substance of the dispute, the amount of money, if any, claimed, and the
reason(s) the Contractor contends that the dispute was wrongly decided by the Agency
Head; (ii) a copy of the decision of the Agency Head; (iii) copies of all materials
submitted by the Contractor to the Agency; (iv) a copy of the decision of the Comptroller,
if any, and (v) copies of all correspondence with, and material submitted by the
Contractor to, the Comptroller’s Office. The Contractor shall concurrently submit four
complete sets of the petition: one to the Corporation Counsel (Attn: Commercial and Real
Estate Litigation Division), and three to the CDRB at OATH’s offices, with proof of
46
service on the Corporation Counsel. In addition, the Contractor shall submit a copy of
the statement of the substance of the dispute, cited in (i) above, to both the Agency Head
and the Comptroller.
2. Agency Response. Within 30 Days of receipt of the petition by the

Corporation Counsel, the Agency shall respond to the statement of the Contractor and
make available to the CDRB all material it submitted to the Agency Head and
Comptroller. Three complete copies of the Agency response shall be submitted to the
CDRB at OATH’s offices and one to the Contractor. Extensions of time for submittal of
the Agency response shall be given as necessary upon a showing of good cause or, upon
the consent of the parties, for an initial period of up to 30 Days.
3. Further Proceedings. The CDRB shall permit the Contractor to present

its case by submission of memoranda, briefs, and oral argument. The CDRB shall also
permit the Agency to present its case in response to the Contractor by submission of
memoranda, briefs, and oral argument. If requested by the Corporation Counsel, the
Comptroller shall provide reasonable assistance in the preparation of the Agency’s case.
Neither the Contractor nor the Agency may support its case with any documentation or
other material that was not considered by the Comptroller, unless requested by the
CDRB. The CDRB, in its discretion, may seek such technical or other expert advice as it
shall deem appropriate and may seek, on it own or upon application of a party, any such
additional material from any party as it deems fit. The CDRB, in its discretion, may
combine more than one dispute between the parties for concurrent resolution.
4. CDRB Determination. Within 45 Days of the conclusion of all

submissions and oral arguments, the CDRB shall render a decision resolving the dispute.
In an unusually complex case, the CDRB may render its decision in a longer period of
time, not to exceed 90 Days, and shall so advise the parties at the commencement of this
period. The CDRB’s decision must be consistent with the terms of this Agreement.
Decisions of the CDRB shall only resolve matters before the CDRB and shall not have
precedential effect with respect to matters not before the CDRB.
5. Notification of CDRB Decision. The CDRB shall send a copy of its

decision to the Contractor, the ACCO, the Corporation Counsel, the Comptroller, the
CCPO, and, in the case of construction or construction-related services, the City
Engineer, City Resident Engineer, City Engineering Audit Officer, or other designee of
the Agency Head. A decision in favor of the Contractor shall be subject to the prompt
payment provisions of the PPB Rules. The required payment date shall be 30 Days after
the date the parties are formally notified of the CDRB’s decision.
6. Finality of CDRB Decision. The CDRB’s decision shall be final and

binding on all parties. Any party may seek review of the CDRB’s decision solely in the
form of a challenge, filed within four months of the date of the CDRB’s decision, in a
court of competent jurisdiction of the State of New York, County of New York pursuant
to Article 78 of the Civil Practice Law and Rules. Such review by the court shall be
limited to the question of whether or not the CDRB’s decision was made in violation of
lawful procedure, was affected by an error of Law, or was arbitrary and capricious or an
47
abuse of discretion. No evidence or information shall be introduced or relied upon in

such proceeding that was not presented to the CDRB in accordance with PPB Rules § 4-
09.
H. Any termination, cancellation, or alleged breach of the Agreement prior to or

during the pendency of any proceedings pursuant to this Section 12.03 shall not affect or impair
the ability of the Agency Head or CDRB to make a binding and final decision pursuant to this
Section 12.03.
Section 12.04 Claims and Actions
A. Any claim, that is not subject to dispute resolution under the PPB Rules or this
Agreement, against the City for damages for breach of contract shall not be made or asserted in
any action, unless the Contractor shall have strictly complied with all requirements relating to the
giving of notice and of information with respect to such claims, as provided in this Agreement.
B. No action shall be instituted or maintained on any such claims unless such action
shall be commenced within six months after the final payment under this Agreement or within
six months of the termination or expiration of this Agreement, or within six months after the
accrual of the cause of action, whichever first occurs.
Section 12.05 No Claim Against Officials, Agents, or Employees
No claim shall be made by the Contractor against any official, agent, or employee of the
City in their personal capacity for, or on account of, anything done or omitted in connection with
this Agreement.
Section 12.06 General Release
The acceptance by the Contractor or its assignees of the final payment under this
Agreement, whether by check, wire transfer, or other means, and whether pursuant to invoice,
voucher, judgment of any court of competent jurisdiction or any other administrative means,
shall constitute and operate as a release of the City from any and all claims of and liability to the
Contractor, of which the Contractor was aware or should reasonably have been aware, arising out
of the performance of this Agreement based on actions of the City prior to such acceptance of
final payment, excepting any disputes that are the subject of pending dispute resolution
procedures.
Section 12.07 No Waiver
Waiver by either the Department or the Contractor of a breach of any provision of this
Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be
construed to be a modification of the terms of the Agreement unless and until the same shall be
agreed to in writing by the parties as set forth in Section 9.01.
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ARTICLE 13 - APPLICABLE LAWS
Section 13.01 PPB Rules
This Agreement is subject to the PPB Rules. If there is a conflict between the PPB Rules
and a provision of this Agreement, the PPB Rules shall take precedence.
Section 13.02 All Legal Provisions Deemed Included
Each and every provision required by Law to be inserted in this Agreement is hereby
deemed to be a part of this Agreement, whether actually inserted or not.
Section 13.03 Severability / Unlawful Provisions Deemed Stricken
If this Agreement contains any unlawful provision not an essential part of the Agreement
and which shall not appear to have been a controlling or material inducement to the making of
this Agreement, the unlawful provision shall be deemed of no effect and shall, upon notice by
either party, be deemed stricken from the Agreement without affecting the binding force of the
remainder.
Section 13.04 Compliance With Laws
The Contractor shall perform all services under this Agreement in accordance with all
applicable Laws as are in effect at the time such services are performed.
Section 13.05 Unlawful Discrimination in the Provision of Services
A. Discrimination in Public Accommodations. With respect to services provided

under this Agreement, the Contractor shall not unlawfully discriminate against any person
because of actual or perceived age, religion, creed, sex, gender, gender identity or gender
expression, sexual orientation, partnership status, marital status, disability, presence of a service
animal, race, color, national origin, alienage, citizenship status, or military status, or any other
class of individuals protected from discrimination in public accommodations by City, State or
Federal laws, rules or regulations. The Contractor shall comply with all statutory and regulatory
obligations to provide reasonable accommodations to individuals with disabilities. Contractor
shall not be responsible for violations of this Section by third parties other than Contractor’s
affiliates and/or subcontractors.
B. Discrimination in Housing Accommodations. With respect to services provided

under this Agreement, the Contractor shall not unlawfully discriminate against any person
because of actual or perceived age, religion, creed, sex, gender, gender identity or gender
expression, sexual orientation, status as a victim of domestic violence, stalking, and sex offenses,
partnership status, marital status, presence of children, disability, presence of a service or
emotional support animal, race, color, national origin, alienage or citizenship status, lawful
occupation, or lawful source of income (including income derived from social security, or any
form of federal, state, or local public government assistance or housing assistance including
Section 8 vouchers), or any other class of individuals protected from discrimination in housing
accommodations by City, State or Federal laws, rules or regulations. The Contractor shall
49
comply with all statutory and regulatory obligations to provide reasonable accommodations to
individuals with disabilities. Contractor shall not be responsible for violations of this Section by
third parties other than Contractor’s affiliates and/or subcontractors.
C. Admin. Code § 6-123. In accordance with Admin. Code § 6-123, the Contractor
will not engage in any unlawful discriminatory practice as defined in and pursuant to the terms of
Title 8 of the Admin. Code. The Contractor shall include a provision in any agreement with a
first-level subcontractor performing services under this Agreement for an amount in excess of
$50,000.00 that such subcontractor shall not engage in any such unlawful discriminatory
practice.
D. Immigration status. In connection with the services provided under this

Agreement, the Contractor shall not inquire about the immigration status of a recipient or
potential recipient of such services unless (i) it is necessary for the determination of program,
service or benefit eligibility or the provision of City services or (ii) the Contractor is required by
law to inquire about such person’s immigration status.
Section 13.05 Americans with Disabilities Act (ADA)
A. This Agreement is subject to the provisions of Subtitle A of Title II of the

Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12131 et seq. (“ADA”) and regulations
promulgated pursuant thereto, see 28 CFR Part 35. The Contractor shall not discriminate against
an individual with a disability, as defined in the ADA, in providing services, programs, or
activities pursuant to this Agreement. If directed to do so by the Department to ensure the
Contractor’s compliance with the ADA during the term of this Agreement, the Contractor shall
prepare a plan (“Compliance Plan”) which lists its program site(s) and describes in detail, how it
intends to make the services, programs and activities set forth in the scope of services herein
readily accessible and usable by individuals with disabilities at such site(s). If the program site is
not readily accessible and usable by individuals with disabilities, contractor shall also include in
the Compliance Plan, a description of reasonable alternative means and methods that result in
making the services, programs or activities provided under this Agreement, readily accessible to
and usable by individuals with disabilities, including but not limited to people with visual,
auditory or mobility disabilities. The Contractor shall submit the Compliance Plan to the ACCO
for review within ten Days after being directed to do so and shall abide by the Compliance Plan
and implement any action detailed in the Compliance Plan to make the services, programs, or
activities accessible and usable by the disabled.
B. The Contractor’s failure to either submit a Compliance Plan as required herein or

implement an approved Compliance Plan may be deemed a material breach of this Agreement
and result in the City terminating this Agreement.
Section 13.06 Voter Registration
A. Participating Agencies. Pursuant to Charter § 1057-a, if this Agreement is

made by and through a participating City agency and the Contractor has regular contact with the
public in the daily administration of its business, the Contractor must comply with the
requirements of this Section 13.06. The participating City agencies are: the Administration for
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Children’s Services; the City Clerk; the Civilian Complaint Review Board; the Commission on
Human Rights; Community Boards; SBS; the Department of Citywide Administrative Services;
the Department of Consumer Affairs; the Department of Correction; the Department of
Environmental Protection; the Department of Finance; the Department of Health and Mental
Hygiene; the Department of Homeless Services; the Department of Housing Preservation and
Development; the Department of Parks and Recreation; the Department of Probation; the Taxi
and Limousine Commission; the Department of Transportation; and the Department of Youth
and Community Development.
B. Distribution of Voter Registration Forms. In accordance with Charter § 1057-a,

the Contractor, if it has regular contact with the public in the daily administration of its business
under this Agreement, hereby agrees as follows:
1. The Contractor shall provide and distribute voter registration forms to all
persons together with written applications for services, renewal, or recertification for
services and change of address relating to such services. Such voter registration forms
shall be provided to the Contractor by the City. The Contractor should be prepared to
provide forms written in Spanish or Chinese, and shall obtain a sufficient supply of such
forms from the City.
2. The Contractor shall also include a voter registration form with any
Contractor communication sent through the United States mail for the purpose of
supplying clients with materials for application, renewal, or recertification for services
and change of address relating to such services. If forms written in Spanish or Chinese
are not provided in such mailing, the Contractor shall provide such forms upon the
Department’s request.
3. The Contractor shall, subject to approval by the Department, incorporate

an opportunity to request a voter registration application into any application for services,
renewal, or recertification for services and change of address relating to such services
provided on computer terminals, the World Wide Web or the Internet. Any person
indicating that they wish to be sent a voter registration form via computer terminals, the
World Wide Web or the Internet shall be sent such a form by the Contractor or be
directed, in a manner subject to approval by the Department, to a link on that system
where such a form may be downloaded.
4. The Contractor shall, at the earliest practicable or next regularly scheduled

printing of its own forms, subject to approval by the Department, physically incorporate
the voter registration forms with its own application forms in a manner that permits the
voter registration portion to be detached therefrom. Until such time when the Contractor
amends its form, the Contractor should affix or include a postage-paid City Board of
Elections voter registration form to or with its application, renewal, recertification, and
change of address forms.
5. The Contractor shall prominently display in its public office, subject to

approval by the Department, promotional materials designed and approved by the City or
State Board of Elections.
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6. For the purposes of Paragraph A of this Section 13.06, the word

“Contractor” shall be deemed to include subcontractors having regular contact with the
public in the daily administration of their business.
7. The provisions of Paragraph A of this Section 13.06 shall not apply to

services that must be provided to prevent actual or potential danger to life, health, or
safety of any individual or of the public.
C. Assistance in Completing Voter Registration Forms. In accordance with

Charter § 1057-a, the Contractor hereby agrees as follows:
1. In the event the Department provides assistance in completing distributed

voter registration forms, the Contractor shall also provide such assistance, in the manner
and to the extent specified by the Department.
2. In the event the Department receives and transmits completed registration

forms from applicants who wish to have the forms transmitted to the City Board of
Elections, the Contractor shall similarly provide such service, in the manner and to the
extent specified by the Department.
3. If, in connection with the provision of services under this Agreement, the
Contractor intends to provide assistance in completing distributed voter registration forms
or to receive and transmit completed registration forms from applicants who wish to have
the forms transmitted to the City Board of Elections, the Contractor shall do so only by
prior arrangement with the Department.
4. The provision of Paragraph B services by the Contractor may be subject to

Department protocols, including protocols regarding confidentiality.
D. Required Statements. In accordance with Charter § 1057-a, the Contractor

hereby agrees as follows:
1. The Contractor shall advise all persons seeking voter registration forms
and information, in writing together with other written materials provided by the
Contractor or by appropriate publicity, that the Contractor’s or government services are
not conditioned on being registered to vote.
2. No statement shall be made and no action shall be taken by the Contractor

or an employee of the Contractor to discourage an applicant from registering to vote or to
encourage or discourage an applicant from enrolling in any particular political party.
3. The Contractor shall communicate to applicants that the completion of

voter registration forms is voluntary.
4. The Contractor and the Contractor’s employees shall not:
a. seek to influence an applicant’s political preference or party

designation;
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b. display any political preference or party allegiance;
c. make any statement to an applicant or take any action the purpose

or effect of which is to discourage the applicant from registering to vote; or
d. make any statement to an applicant or take any action the purpose

or effect of which is to lead the applicant to believe that a decision to register or
not to register has any bearing on the availability of services or benefits.
E. The Contractor, as defined above and in this Agreement, agrees that the covenants
and representations in this Section 13.06 are material conditions of this Agreement.
F. The provisions of this Section 13.06 do not apply where the services under this
Agreement are supported by a federal or State grant of funds and the source of funds prohibits
the use of federal or State funds for the purposes of this Section.
Section 13.07 Political Activity
The Contractor’s provision of services under this Agreement shall not include any
partisan political activity or any activity to further the election or defeat of any candidate for
public, political, or party office, nor shall any of the funds provided under this Agreement be
used for such purposes.
Section 13.08 Religious Activity
There shall be no religious worship, instruction, or proselytizing as part of or in

connection with the Contractor’s provision of services under this Agreement, nor shall any of the
funds provided under this Agreement be used for such purposes.
Section 13.09 Participation in an International Boycott
A. The Contractor agrees that neither the Contractor nor any substantially-owned
affiliated company is participating or shall participate in an international boycott in violation of
the provisions of the federal Export Administration Act of 1979, as amended, 50 U.S.C.
Appendix. §§ 2401 et seq., or the regulations of the United States Department of Commerce
promulgated thereunder.
B. Upon the final determination by the Commerce Department or any other agency
of the United States as to, or conviction of, the Contractor or a substantially-owned affiliated
company thereof, of participation in an international boycott in violation of the provisions of the
Export Administration Act of 1979, as amended, or the regulations promulgated thereunder, the
Comptroller may, at his or her option, render forfeit and void this Agreement.
C. The Contractor shall comply in all respects, with the provisions of Admin. Code
§ 6-114 and the rules issued by the Comptroller thereunder.
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Section 13.10 MacBride Principles
A. In accordance with and to the extent required by Admin. Code § 6-115.1, the
Contractor stipulates that the Contractor and any individual or legal entity in which the
Contractor holds a ten percent (10%) or greater ownership interest and any individual or legal
entity that holds a ten percent (10%) or greater ownership interest in the Contractor either (a)
have no business operations in Northern Ireland, or (b) shall take lawful steps in good faith to
conduct any business operations they have in Northern Ireland in accordance with the MacBride
Principles, and shall permit independent monitoring of their compliance with such principles.
B. The Contractor agrees that the covenants and representations in Paragraph A

above are material conditions to this Agreement.
C. This Section does not apply if the Contractor is a not-for-profit corporation.
Section 13.11 Access to Public Health Insurance Coverage Information
A. Participating Agencies. Pursuant to Charter § 1069, if this Agreement is with a

participating City agency and the Contractor is one to whom this Section 13.11 applies as
provided in Paragraph B of this Section 13.11, the Contractor hereby agrees to fulfill the
obligations in Paragraph C of this Section 13.11. The participating City agencies are: the
Administration for Children’s Services; the City Clerk; the Commission on Human Rights; the
Department for the Aging; the Department of Corrections; the Department of Homeless Services;
the Department of Housing Preservation and Development; the Department of Juvenile Justice;
the Department of Health and Mental Hygiene; the Department of Probation; the Department of
Social Services/Human Resources Administration; the Taxi and Limousine Commission; the
Department of Youth and Community Development; the Office to Combat Domestic Violence;
and the Office of Immigrant Affairs.
B. Applicability to Certain Contractors. This Section 13.11 shall be applicable to a

Contractor operating pursuant to an Agreement which (i) is in excess of $250,000.00 and (ii)
requires such Contractor to supply individuals with a written application for, or written renewal
or recertification of services, or request for change of address form in the daily administration of
its contractual obligation to such participating City agency. “Contractors” to whom this Section
13.11 applies shall be deemed to include subcontractors if the subcontract requires the
subcontractor to supply individuals with a written application for, or written renewal or
recertification of services, or request for change of address form in the daily administration of the
subcontractor’s contractual obligation.
C. Distribution of Public Health Insurance Pamphlet. In accordance with Charter §

1069, when the participating City agency supplies the Contractor with the public health
insurance program options pamphlet published by the Department of Health and Mental Hygiene
pursuant to Section 17-183 of the Admin. Code (hereinafter “pamphlet”), the Contractor hereby
agrees as follows:
1. The Contractor will distribute the pamphlet to all persons requesting a

written application for services, renewal or recertification of services or request for a
change of address relating to the provision of services.
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2. The Contractor will include a pamphlet with any Contractor

communication sent through the United States mail for the purpose of supplying an
individual with a written application for services, renewal or recertification of services or
with a request for a change of address form relating to the provision of services.
3. The Contractor will provide an opportunity for an individual requesting a

written application for services, renewal or recertification for services or change of
address form relating to the provision of services via the Internet to request a pamphlet,
and will provide such pamphlet by United States mail or an Internet address where such
pamphlet may be viewed or downloaded, to any person who indicates via the Internet that
they wish to be sent a pamphlet.
4. The Contractor will ensure that its employees do not make any statement
to an applicant for services or client or take any action the purpose or effect of which is to
lead the applicant or client to believe that a decision to request public health insurance or
a pamphlet has any bearing on their eligibility to receive or the availability of services or
benefits.
5. The Contractor will comply with: (i) any procedures established by the
participating City agency to implement Charter § 1069; (ii) any determination of the
commissioner or head of the participating City agency (which is concurred in by the
commissioner of the Department of Health and Mental Hygiene) to exclude a program, in
whole or in part, from the requirements of Charter § 1069; and (iii) any determination of
the commissioner or head of the participating City agency (which is concurred in by the
commissioner of the Department of Health and Mental Hygiene) as to which Workforce
Investment Act of 1998 offices providing workforce development services shall be
required to fulfill the obligations under Charter § 1069.
D. Non-applicability to Certain Services. The provisions of this Section 13.11

shall not apply to services that must be provided to prevent actual or potential danger to the life,
health or safety of any individual or to the public.
Section 13.12 Distribution of Personal Identification Materials
A. Participating Agencies. Pursuant to City Executive Order No. 150 of 2011

(“E.O. 150”), if this Agreement is with a participating City agency and the Contractor has regular
contact with the public in the daily administration of its business, the Contractor must comply
with the requirements of this Section 13.12. The participating City agencies are: Administration
for Children’s Services, Department of Consumer Affairs, Department of Correction,
Department of Health and Mental Hygiene, Department of Homeless Services, Department of
Housing Preservation and Development, Human Resources Administration, Department of Parks
and Recreation, Department of Probation, and Department of Youth and Community
Development.
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B. Policy. As expressed in E.O. 150, it is the policy of the City to provide

information to individuals about how they can obtain the various forms of City, State, and
Federal government-issued identification and, where appropriate, to assist them with the process
for applying for such identification.
C. Distribution of Materials. If the Contractor has regular contact with the public
in the daily administration of its business, the Contractor hereby agrees to provide and distribute
materials and information related to whether and how to obtain various forms of City, State, and
Federal government-issued identification as the Agency directs in accordance with the Agency’s
plans developed pursuant to E.O. 150.
ARTICLE 14 - MISCELLANEOUS PROVISIONS
Section 14.01 Conditions Precedent
A. This Agreement shall be neither binding nor effective unless and until it is
registered pursuant to Charter § 328.
B. The requirements of this Section 14.01 shall be in addition to, and not in lieu of,
any approval or authorization otherwise required for this Agreement to be effective and for the
expenditure of City funds.
Section 14.02 Merger
This written Agreement contains all the terms and conditions agreed upon by the parties,
and no other agreement, oral or otherwise, regarding the subject matter of this Agreement shall
be deemed to exist or to bind either of the parties, or to modify any of the terms contained in this
Agreement, other than a written change, amendment or modification duly executed by both
parties pursuant to Article 9 of this Appendix A.
Section 14.03 Headings
Headings are inserted only as a matter of convenience and therefore are not a part of and
do not affect the substance of this Agreement.
Section 14.04 Notice
A. The Contractor and the Department hereby designate the business addresses and
email addresses specified in Schedule A (and if not specified in Schedule A, as specified at the
beginning of this Agreement) as the places where all notices, directions, or communications from
one such party to the other party shall be delivered, or to which they shall be mailed. Either
party may change its notice address at any time by an instrument in writing executed and
acknowledged by the party making such change and delivered to the other party in the manner as
specified below.
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B. Any notice, direction, or communication from either party to the other shall be in
writing and shall be deemed to have been given when (i) delivered personally; (ii) sent by
certified mail, return receipt requested; (iii) delivered by overnight or same day courier service in
a properly addressed envelope with confirmation; or (iv) sent by email and, unless receipt of the
e-mail is acknowledged by the recipient by email, deposited in a post office box regularly
maintained by the United States Postal Service in a properly addressed, postage pre-paid
envelope.
C. Nothing in this Section 14.04 shall be deemed to serve as a waiver of any

requirements for the service of notice or process in the institution of an action or proceeding as
provided by Law, including the New York Civil Practice Law and Rules.
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AFFIRMATION
The undersigned proposer or bidder affirms and declares that said proposer or bidder is not in
arrears to the City of New York upon debt, contract or taxes and is not a defaulter, as surety or
otherwise, upon obligation to the City of New York, and has not been declared not responsible,
or disqualified, by any agency of the City of New York, nor is there any proceeding pending
relating to the responsibility or qualification of the proposer or bidder to receive public contract
except .
Full name of Proposer or Bidder [below]
Address
City State Zip Code
CHECK ONE BOX AND INCLUDE APPROPRIATE NUMBER:
 A - Individual or Sole Proprietorships
SOCIAL SECURITY NUMBER
 B - Partnership, Joint Venture or other unincorporated organization
EMPLOYER IDENTIFICATION NUMBER
 C - Corporation
EMPLOYER IDENTIFICATION NUMBER
By:
Signature
Title
If a corporation place seal here
Must be signed by an officer or duly authorized representative.
* Under the Federal Privacy Act, the furnishing of Social Security numbers by bidders or
proposers on City contracts is voluntary. Failure to provide a Social Security number
will not result in a bidder’s/proposer’s disqualification. Social Security numbers will be
used to identify bidders, proposers or vendors to ensure their compliance with laws, to
assist the City in enforcement of laws, as well as to provide the City a means of
identifying businesses seeking City contracts.
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SCHEDULE A
ARTICLE 7 -- INSURANCE
Types of Insurance
(per Article 7 in its entirety, including listed paragraph) Minimum Limits and Special Conditions
 Workers’ Compensation §7.02

 Disability Benefits Insurance §7.02 Statutory amounts.
 Employers’ Liability §7.02
� Commercial General Liability §7.03(A) $1,000,000.00 per occurrence
$1,000,000.00 personal & advertising injury

(unless waived in writing by the Department)
$3,000,000.00 aggregate
$ products/completed operations
Additional Insureds:
1. City of New York, including its officials and

employees, and
2.
3.
 Commercial Auto Liability §7.03(B) $2,000,000.00 per accident combined single limit
If vehicles are used for transporting hazardous

materials, the Contractor shall provide pollution
liability broadened coverage for covered vehicles
(endorsement CA 99 48) as well as proof of MCS 90
 Professional Liability/ $1,000,000.00 per occurrence

Errors & Omissions §7.03(C)
$5,000,000.00 aggregate
59
ARTICLE 7 -- INSURANCE
Types of Insurance
(per Article 7 in its entirety, including listed paragraph) Minimum Limits and Special Conditions
 Crime Insurance §7.03(D) $ Employee Theft/Dishonesty

$ Computer Fraud
$ Funds Transfer Fraud
$ Client Coverage
$ Forgery or Alteration
$ Inside the Premises (theft of
money and securities)
$ Inside the Premises (robbery or
safe burglary of other property)
$ Outside the Premises
$ Money Orders and Counterfeit
Money
City of New York is a loss payee as its interests may
appear
 Cyber Liability Insurance §7.03(E) [If there is a significant cyber risk, please consult
with the Law Department about specific insurance
requirements.]
 Catastrophic Umbrella Liability $1,000,000.00 per occurrence
$3,000,000.00 aggregate
Section 10.07 – Liquidated Damages
• Violation of Section 3.02(H), reporting $100 per day

subcontractors in the City’s Payee Information
Portal
60
Section 14.04 – Notice
Department’s Mailing Address and Email Address Department of Housing Preservation and
for Notices Development
100 Gold Street
New York, New York 10038
Attention: George Sarkissian
Chief of Staff
Email: sarkissg@hpd.nyc.gov
With a copy to:
Department of Housing Preservation and
Development
100 Gold Street
Attention: General Counsel
Contractor’s Mailing Address and Email Address for Rapid Reliable Testing NY LLC
Notices 35 West 35th Street, 6th Floor
New York, NY 10001
Attention: Legal
Email: legalrequests@docgo.com
61
CERTIFICATES OF INSURANCE
Instructions to New York City Agencies, Departments, and Offices
All certificates of insurance (except certificates of insurance solely evidencing Workers’

Compensation Insurance, Employer’s Liability Insurance, and/or Disability Benefits Insurance)
must be accompanied by one of the following:
(1) the Certification by Insurance Broker or Agent on the following page setting
forth the required information and signatures;
-- OR --
(2) copies of all policies as certified by an authorized representative of the issuing

insurance carrier that are referenced in such certificate of insurance. If any policy
is not available at the time of submission, certified binders may be submitted until
such time as the policy is available, at which time a certified copy of the policy
shall be submitted.
62
CITY OF NEW YORK

CERTIFICATION BY INSURANCE BROKER OR AGENT
The undersigned insurance broker or agent represents to the City of New York that the attached
Certificate of Insurance is accurate in all material respects.
[Name of broker or agent (typewritten)]
[Address of broker or agent (typewritten)]
[Email address of broker or agent (typewritten)]
[Phone number/Fax number of broker or agent (typewritten)]
[Signature of authorized official, broker or agent]
[Name and title of authorized official, broker, or agent (typewritten)]
State of ...........................................................)
) ss.:
County of .......................................................)
Sworn to before me this day of 20
NOTARY PUBLIC FOR THE STATE OF
63
EXHIBIT A
WHISTLEBLOWER PROTECTION EXPANSION ACT POSTER
64
REPORT
CORRUPTION, FRAUD, UNETHICAL CONDUCT
RELATING TO A NYC FUNDED CONTRACT
OR PROJECT
CALL THE NYC DEPARTMENT OF INVESTIGATIONS
212-825-5959
DOI CAN ALSO BE REACHED BY MAIL
OR IN PERSON AT:
New York City department of
Investigation (DOI)
80 Maiden Lane, 17th Floor
Attention: COMPLAINT BUREAU
OR FILE A COMPLAINT ON-LINE AT:
www.nyc.gov/doi Or scan the QR Code above to
All communications are confidential make a complaint
THE LAW PROTECTS EMPLOYEES OF

CITY CONTRACTORS WHO REPORT CORRUPTION
• Any employee of a City contractor, or subcontractor of the City, or a City contractor

with a contract valued at more than $100,000 is protected under the law from
retaliation by his or her employer if the employee reports wrongdoing related to the
contract to the DOI.
• To be protected by this law, an employee must report to DOI – or to certain other

specified government officials – information about fraud, false claims, corruption,
criminality, conflict of interest, gross mismanagement, or abuse of authority relating
to a City contract valued at more than $100,000.
• Any employee who makes such a report and who believes he or she has been
dismissed, demoted, suspended, or otherwise subject to an adverse personnel
action because of that report is entitled to bring a lawsuit against the contractor and
recover damages.
EXHIBIT B
CONFLICT OF INTEREST DISCLOSURE CERTIFICATION
65
CITY OF NEW YORK
Conflict of Interest Disclosure Certification
A MATERIALLY FALSE STATEMENT WILLFULLY OR FRAUDULENTLY MADE IN CONNECTION WITH

THIS CERTIFICATION, AND/OR THE FAILURE TO CONDUCT APPROPRIATE DUE DILIGENCE IN
VERIFYING THE INFORMATION THAT IS THE SUBJECT MATTER OF THIS CERTIFICATION, MAY
RESULT IN RENDERING THE VENDOR NON-RESPONSIBLE FOR THE PURPOSE OF CONTRACT
AWARD, AND A MATERIALLY FALSE STATEMENT WILLFULLY OR FRAUDULENTLY MADE IN
CONNECTION WITH THIS CERTIFICATION MAY SUBJECT THE PERSON MAKING THE FALSE
STATEMENT TO CRIMINAL CHARGES.
No Conflict of Interest: Except as otherwise fully disclosed below (attach additional pages as
needed), the Consultant / Subcontractor affirms, to the best of its knowledge, information and
belief, that no City Elected Official, nor any person associated with any City Elected Official, is an
employee, Director or Trustee, Officer or consultant to/of, or has any financial interest, direct or
indirect, in the organization, or has received or will receive any financial benefit, directly or
indirectly, from the organization or from this funding. For the purposes of this certification,
"associated" persons include: a spouse, domestic partner, child, parent or sibling of a City
Elected Official; a person with whom a City Elected Official has a business or other financial
relationship, including but not limited to employees of a City Elected Official and/or a spouse,
domestic partner, child, parent or sibling of such employees; and each firm in which a City
Elected Official has a present or potential interest.
NOTE: THE CONSULTANT / SUBCONTRATOR IS ENCOURAGED TO DISCLOSE ANY CONNECTION

TO A CITY ELECTED OFFICIAL THAT COULD CREATE AN APPEARANCE OF A CONFLICT OF
INTEREST, REGARDLESS OF WHETHER IT MEETS THE LISTED DEFINITIONS.
Name of Consultant / Subcontractor Signature of Consultant or Authorized Officer / Date
Vendor's Address Print Name / Title of Signer (if not Consultant)
City / State / Zip Code Consultant / Subcontract EIN / TIN
Phone Number Email Address
Sworn to before me this ____ day of ______________________, 20 _____.
Notary Public
Printed on paper containing 30% post-consumer material
MOCS Conflict of Interest Disclosure Certification Form – Consultant / Subcontractor for Discretionary (11/18/2010)
EXHIBIT C
LOBBYING CERTIFICATION
67
The City Council has asked City contracting agencies to require vendors funded by City Council
discretionary awards to certify that they are in compliance with City and State Lobbying Law requirements.
If you have any questions concerning this form, please contact the agency awarding this Agreement. For
more information about lobbying filing requirements, please visit:
http://www.cityclerk.nyc.gov/html/lobbying/lobbying_bureau.shtml.
The undersigned affirms and declares that the Vendor is in compliance with the lobbying registration
requirements of the New York City and New York State Lobbying Laws. See Administrative Code of the
City of New York (“Administrative Code”) § 3-211 et seq. and Legislative Law §1-a et seq., respectively.
The Vendor’s registration status is disclosed below.
Legal Name of Vendor
Address
City State Zip
EIN/TIN Tel. No. E-mail
CHECK ALL THAT ARE APPLICABLE:

( ) Currently registered as a Lobbyist with the City Clerk in accordance with Admin. Code §3-213
as .
[insert name(s) of individual or organization]
( ) Currently in compliance with the filing requirements applicable to Clients pursuant to Admin.
Code §3-217 as .
( ) Currently registered as a Lobbyist with the New York State Joint Commission on Public
Ethics pursuant to §1-e of the Legislative Law.
( ) Currently in compliance with the filing requirements applicable to Clients pursuant to §1-j of
the Legislative Law.
( ) Is not currently required to register as a Lobbyist or comply with filing requirements
applicable to Clients pursuant to the Administrative Code.
( ) Is not currently required to register as a Lobbyist or comply with filing requirements
applicable to Clients pursuant to the NYS Legislative Law.
NOTE: A MATERIALLY FALSE STATEMENT WILLFULLY OR FRAUDULENTLY MADE IN CONNECTION WITH THIS
CERTIFICATION, AND/OR THE FAILURE TO CONDUCT APPROPRIATE DUE DILIGENCE IN VERIFYING THE
INFORMATION THAT IS THE SUBJECT MATTER OF THIS CERTIFICATION, MAY RESULT IN RENDERING THE VENDOR
NON-RESPONSIBLE FOR THE PURPOSE OF CONTRACT AWARD, AND A MATERIALLY FALSE STATEMENT WILLFULLY
OR FRAUDULENTLY MADE IN CONNECTION WITH THIS CERTIFICATION MAY SUBJECT THE PERSON MAKING THE
FALSE STATEMENT TO CRIMINAL CHARGES.
Name of Authorized Official Signature of Authorized Official
Date
APPENDIX B
SCOPE OF SERVICES
SCOPE OF SERVICES
OVERVIEW: Contractor shall provide and/or arrange for, either directly or through one or more
of its affiliate medical practices, controlled or managed entities and/or labor sources (collectively
“Affiliates”) or approved subcontractors, certain housing and housing related services (the
“Services) either within or outside of the City, all as hereinafter defined, for asylum seekers
(“Service Recipients”) arriving in the City. Services shall be provided as directed by the
Department in its sole discretion, on a scalable basis adaptable to the Department’s needs.
1. Contractor’s Responsibilities:
A. Immediately when instructed to do so by the Department Contractor shall contact
hotels and build an inventory of locations interested in providing accommodations to
Service Recipients. No hotel shall be permitted to participate without the prior written
approval of the Department.
i. Contractor shall immediately notify the Department If, at any time during
the term of this Contract, a hotel wishes to cease housing Service Recipients and
provide a detailed description of the reason for said cessation and a plan, subject
to the Department’s approval, for the relocation of any and all affected Service
Recipients.
ii. At any time during the term of the Contract, Contractor may request
permission from the Department to add hotels to its inventory.
B. Contractor shall ensure that rooms in participating hotels include a refrigerator
and a microwave oven; if a hotel does not provide either or both of these amenities,
Contractor will furnish each hotel room with a refrigerator and/or a microwave oven as
needed, for a one-time charge to the City.
C. Participating hotels shall provide all necessary housekeeping, security and
maintenance services.
i. In the event there are fifty (50) or more Service Recipients at any single
location, Contractor shall, at the direction of the Department, provide a security
guard to augment hotel staff, at the City’s expense.
D. Contractor shall assign Case Workers and social workers to each participating
hotel to provide assistance to all Service Recipients. During the day there shall be a
minimum of one (1) Case Worker at each hotel for every thirty (30) hotel rooms, and a
minimum of one (1) Case Worker at each hotel for overnight shifts.
E. Contractor shall maintain an active database of all Service Recipients receiving
Services under this Contract. Upon receiving information regarding Service Recipients,
Contractor shall reach out to asylum seekers directly to coordinate services.
G. Contractor shall meet with the Department regularly, as directed by the
Department to discuss overall issues and/or individual case management issues
throughout the term of the Contract.
Appendix B – Scope Page ii

2. Housing and Related Services:
A. The Department shall notify Contractor when busses are scheduled to arrive in
the City, or any time an immediate need arises. Upon receipt of such notification,
Contractor shall contact participating hotels and book the required number of rooms.
B. Upon arrival in the City (at Port Authority/Welcome Center or any arrival/intake
site the Department wishes to utilize, or requires Contractor set up) Contractor shall
register Service Recipients in the Department’s systems, assign them one of the booked
hotel rooms, and provide shuttle service to the hotel. All Service Recipients shall be
provided and shall complete an onboarding, consent, waiver and release packet
provided by Contractor as approved by the City.
C. Contractor shall provide hotel rooms for at a flat fee of $170.00 per room per
night.
D. Contractor and the Department shall agree upon the nature and types of meals
to be provided to Service Recipients. Contractor shall provide three meals per day for
each asylum seeker; all meals shall be delivered to each location by shuttle service
every morning. Case Workers at each location shall ensure delivery of meals to each
asylum seeker. No changes shall be made to the nature or types of meals, or to the
frequency or method of delivery without the prior written approval of the Department,
which shall not be unreasonably withheld.
E. Laundry service shall be provided on a bi-weekly basis, via one or more local
vendors as approved in advance by the Department. Contractor shall work with the
laundry vendor(s) to coordinate laundry service and at each location, on-site Case
Workers shall coordinate laundry pickup and distribution.
F. One Personal hygiene kits shall be provided to each asylum seeker upon check-
in at no cost to the Department. Kits will not be resupplied to Service Recipients.
G. The Department upon discussion and mutual agreement with Contractor, shall
have the option, depending on availability, to revise the types and/or quantity of the
Housing and Housing Related Services to be provided by thirty (30) days written notice
to the Contractor
3. Medical Services:
A. In the event medical services are required, Contractor's on-site personnel shall
facilitate an on-demand telehealth consultation with one of Contractor’s advanced
practice providers (either a Nurse Practitioner, Physician’s Assistant, or a Medical
Doctor) who will diagnose and recommend next steps for treatment.
B. The Department upon discussion and mutual agreement with Contractor, and
upon Contractor’s ability to provide and/or coordinate the requested provision of medical
services, shall have the option, to request the Contractor to provide twelve (12) hour or
twenty-four (24) hour on-site medical teams present at any location upon thirty (30) days
written notice to Contractor. Such teams shall consist of an APP (a Nurse Practitioner or
a Physician’s Assistant), a Licensed Practical Nurse, and Medical Administrator.
Appendix B – Scope Page iii

4. Additional Services: At the direction of the Department upon discussion and mutual
agreement with Contractor, Contractor shall coordinate the provision of additional services for
Service Recipients, including without limitation legal, reconnection, travel, education, donations,
and/or stipends, and depending upon availability. Parties acknowledge that additional services
may require added costs and expenses not captured in Appendix C, Budget and that the Budget
would be subject to change upon mutual consent of the Parties.
5. Staffing: To be provided at the costs listed in Exhibit C, the Budget. The Department
shall have the right to increase or decrease the quantity of staffing to be provided as it deems
necessary in its sole discretion.
A. Contractor’s Staff: Contractor shall provide the following staff for the
performance of Services under this Contract:
i. Hotel Relationship Manager: One (1) for every ten (10) hotels
ii. Case Workers:
a. One (1) Case Worker for every hotel for up to 30 rooms at the
hotel; One (1) additional Case Worker shall be added so that there is
always a minimum social worker to room ratio of 1:30. Case workers will
be added in full increments.
b. Case Worker staff shall be reduced by half for night shifts, with a
minimum of One (1) overnight Case Worker per site.
iii. Supervisor: One (1) supervisor shall be assigned for every five (5)
caseworkers / one hundred fifty (150) rooms to provide supervision, National
Operations Center supervision, scheduling, IT support, etc. An additional
supervisor shall be added to ensure there is always a minimum supervisor to
caseworker ratio of 1:5, and there is always a minimum of 1 supervisor
responsible for each site. Supervisors shall be added in full increments.
iv. Program Director: Dedicated manager to serve as key liaison for the
Department, responsible for overseeing all Services provided and ensuring
ongoing successful provision thereof.
B. Additional Staffing: To be provided as recommended by Contractor, but only
upon the prior written approval of the Department:
i. On Site Medical Team:
ii. Security
6. Policies and Procedures: All Services provided under this Contract are deemed a
part of the City’s Humanitarian Emergency Response and Relief Center (“HERRC”) Program,
and shall therefore be subject to the policies and procedures detailed in the City of New York
HERRC Program Manual, incorporated into the Contract by reference, as it may be updated
and amended from time to time by the City, in the City’s sole discretion. Contractor shall advise
Appendix B – Scope Page iv

the Service Recipients of these policies and procedures and shall use reasonable efforts to
enforce said policies and procedures.
7. Notice and Reporting Requirements: Contractor shall provide notices and reports to
the Department in accordance with the following, with the understanding that the frequency
and/or content of any report can change at the direction of the Department in its sole discretion:
A. Intake Reports: Contractor shall provide the following details for all Service
Recipients registered to receive Services and any member of their household, with the
Party’s mutual understanding that the Privacy Officer has approved the collection of any
identifying information and the disclosure of the same to the Agency where required
pursuant to this Scope of Work:
i. Unique Identifying Number (assigned to each Service Recipient)
ii. Full Name
iii. Date of Birth
iv. Country of Origin/Country of citizenship
v. NYC Arrival Date
vi. Phone Number
vii. Email
viii. Hotel Name
ix. Hotel Room Number
x. Hotel Check-In Date
xi. Hotel Check-Out Date (when applicable)
B. Weekly Progress Report: Once a week Contractor shall provide a detailed report
listing:
i. Services provided to Service Recipients
ii. Dates the Services provided
iii. Name of Case Worker, or other Contractor employee or subcontractor
member providing services.
iv. Any difficulties in providing Services.
v. List of all participating hotels, including:
a. Name of hotel
b. Address of hotel
c. Primary contact
d. Secondary Contact
e. Number of Service Recipients housed in each hotel
Appendix B – Scope Page v

vi. A summary of the number and types of incidents reported at each hotel.
C. Contractor shall provide detailed daily reports for:
i. any change to room assignments or room configurations at any hotel;
ii. if Service Recipients are transferred to another hotel; and/or
iii. if Service Recipients elect to cease receiving Services.
D. Incident Report: Contractor shall immediately notify the Department of any
violation of the Policies and Procedures for Housing or of hotel rules, any incident that
occurs at a participating hotel, and/or any incident which required a response from
police, fire, and/or Emergency Medical Services. Such incident report shall include,
without limitation:
i. Time, date, and location of the incident;
ii. a detailed description of the incident;
iii. Incident Follow Up Plan; and
iv. Name and contact information for Contractor employee creating the
report
Appendix B – Scope Page vi

APPENDIX C
BUDGET
BUDGET
All pricing listed is based on a double occupancy per-room model and will scale based on the number of
locations and rooms required. All pricing information listed in the Budget are reasonable estimated costs.
It is understood that in no event shall the costs incurred under this Contract exceed the total contract
price as defined in Section 3.03 of the Contract, unless otherwise agreed to by the Parties upon
amendment of the Contract.
ITEM QUANTITY PRICE TOTAL
As Needed $170.00 per room per Not To Exceed

Hotel Rooms
Up to 3,000 night $15,810,000 per month*
Billed at actual cost Not To Exceed

3 meals per day per
Food Service: Not to Exceed $33.00 per person
asylum seeker
$11.00 per meal per day
Billed at actual cost

Not To Exceed
Laundry 180,000 pounds Not to Exceed
$270,000 per month*
$1.50 per pound
Not to Exceed
$950.00 per shuttle
Local Shuttle Up to 40 Shuttles $1,178,000.00 per
per day
month*
Not to Exceed
Shuttle for New Service Recipients 1 Shuttle $950 per day
$29,450 per month*
Hotel Relationship Manager 8 hours per day $50.00 per hour $400.00 per day
Case Worker
1 for every 30 Rooms at any
location $1,800.00 per day
24 hours a day $75.00 per hour
Caseworkers to be added in full per Case Worker
increments based upon the
minimum 1:30 ratio
Supervisor
1 Supervisor to be provided for
every 5 Case Workers.
$2,000.00 per hotel, per $2,000.00 per hotel
Supervisors to be added in full 24 hours a day
day per day
increments based upon the
minimum 1:5 ratio and at least 1
supervisor assigned to a site.
Program Director 24 hours a day $10,000.00 a month $10,000.00 per month
Not To Exceed
Telehealth Visit 600 visits per month $65.00 per visit
$39,000.00 per month*
Appendix C – Budget Page i

ITEM QUANTITY PRICE TOTAL
$4,380.00 per medical

On -Site Medical** 12 hours per day
team per day
APP (NP or PA) 225.00 per hour
LPN 90.00 per hour
MA $50.00 per hour
$1,200.00 per guard

Security** 24 hours a day $50.00 per hour
per day
Additional Costs and Expenses (as

mutually agreed upon by the TBD TBD TBD ***
Parties)
* The Not To Exceed Total has been calculated as a maxim monthly cost for this Item; Contractor shall
only be paid for the actual quantity of this item provided in any given month.
** To be provided only at the direction of the Department in its sole discretion.
*** Total expenses will not exceed contract value stated in Section 3.03 of Contract, unless by
amendment of the Contract.
Appendix C – Budget Page ii

DocuSign Envelope ID: 44FE03DE-AA2D-470B-9B8A-623BD9B68E4F
CONTRACT SIGNATURE PAGE
This Contract is entered by and between the City of New York (“City”), acting by and through
the DEPARTMENT OF HOUSING PRESERVATION AND DEVELOPMENT, and RAPID RELIABLE
TESTING NY LLC (“Contractor”).
This Contract consists of this contract signature page as well as the following documents (“Contract
Documents”) which are located in the Documents tab of the PASSPort record titled DocGo-Asylee Housing
Flex/Surge Program for NYC.
1. DocGo Contract - Revised Final - Aug 8 2023 1:41PM
The above order does not represent an order of precedence. The Contract shall be governed by the order of
precedence, if any, in the Contract Documents or by ordinary contract principles if no such order of precedence
exists.
Each party is signing this Contract electronically on the date stated in that party's electronic signature.
The City of New York

By: DEPARTMENT OF HOUSING PRESERVATION AND DEVELOPMENT
__________________________________
(Signature)
Name: ____________________________
Title: ____________________________
Date: ____________________________
Contractor
By: RAPID RELIABLE TESTING NY LLC
__________________________________
(Signature)
Lee Bienstock
Name: ____________________________
President & COO
Title: ____________________________
8/9/2023 | 10:51:10 PDT
Date: ____________________________
DocuSign Envelope ID: 44FE03DE-AA2D-470B-9B8A-623BD9B68E4F
CONTRACT SIGNATURE PAGE
This Contract is entered by and between the City of New York (“City”), acting by and through
the DEPARTMENT OF HOUSING PRESERVATION AND DEVELOPMENT, and RAPID RELIABLE
TESTING NY LLC (“Contractor”).
This Contract consists of this contract signature page as well as the following documents (“Contract
Documents”) which are located in the Documents tab of the PASSPort record titled DocGo-Asylee Housing
Flex/Surge Program for NYC.
1. DocGo Contract - Revised Final - Aug 8 2023 1:41PM
The above order does not represent an order of precedence. The Contract shall be governed by the order of
precedence, if any, in the Contract Documents or by ordinary contract principles if no such order of precedence
exists.
Each party is signing this Contract electronically on the date stated in that party's electronic signature.
The City of New York

By: DEPARTMENT OF HOUSING PRESERVATION AND DEVELOPMENT
__________________________________
(Signature)
George Sarkissian
Name: ____________________________
Chief of Staff
Title: ____________________________
8/9/2023 | 14:35:04 EDT
Date: ____________________________
Contractor
By: RAPID RELIABLE TESTING NY LLC
__________________________________
(Signature)
Lee Bienstock
Name: ____________________________
President & COO
Title: ____________________________
8/9/2023 | 10:51:10 PDT
Date: ____________________________
AFFIRMATION
The undersigned proposer or bidder affirms and declares that said proposer or bidder is not in arrears to
the City of New York upon debt, contract or taxes and is not a defaulter, as surety or otherwise, upon
obligation to the City of New York, and has not been declared not responsible, or disqualified, by any
agency of the City of New York, nor is there any proceeding pending relating to the responsibility or
qualification of the proposer or bidder to receive public contracts except
Full name of proposer or bidder

Rapid Reliable Testing NY LLC
Address_3_5_W_3_5_t_h_S_t_.6_t_h_F_L_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
City New York State NY

Zip 10001
CHECK ONE AND INCLUDE APPROPRIATE NUMBER:

( )A Individual or Sole Proprietorship
SOCIAL SECURITY NUMBER
( )B Partnership, Joint Venture or other unincorporated organization

Employer Identification Number
(X) C ation
layer Identification Number
By: _ __ __ ~_t_/L-----
__ • _ _ _
President & Chief Operating Officer

Title
(Must be signed by an officer or duly authorized representative.)
If a corporation, place seal here:
Under the Federal Privacy Act the furnishing of Social Security Number is by bidders on City contracts is
voluntary. Failure to provide a Social Security Number will not result in a bidders disqualification.
Social Security Numbers will be used to identify bidders, proposers or vendors to ensure their compliance
with laws, to assist the City in enforcement of laws as well as to provide the City a means of identifying
businesses which seek City contracts.
CERTIFICATION BY BROKER
[Pursuant to Article Seven of Appendix A, every Certificate of Insurance must be

accompanied by either the following certification by the broker setting forth the following text and
required information and signatures or complete copies of all policies referenced in the Certificate
of Insurance. In the absence of completed policies, binders are acceptable.]
CERTIFICATION BY BROKER
The undersigned insurance broker represents to the City of New York that the attached
Certificate of Insurance is accurate in all material respects, and that the described insurance is
effective as of the date of this Certification. The undersigned further represents that general /
professional liability policy number _W3122623020l _ _ _ _ _ _ _contains no
exclusions for abuse or molestation, including exclusions for such claims arising out of the
negligent employment, investigation, supervision, reporting or retention.
__Crys Blankenship
------------------
[Name of broker (typewritten)]
5444 Westheimer Road, Suite 900

Houston, TX
[Address of broker (typewritten)]
~
[Signature of authorized officer of broker]
[Name of authorized officer (typewritten)]
[Title of authorized officer (typewritten)]

713 824 9911
[Contact Phone Number for Broker (typewritten)]
_ _cblankenship@alliant.com_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
[Email Address of Broker (typewritten)]
Sworn to before me this

j1,
/).:_ day of Bf,tll_,20~
~ ~
: ~PUBLIC <20 ~
DATE (MM/DD/YYYY)
ACORD®
~
CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
I 8/11/2023
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
CONTACT
PRODUCER
NAME: Dawn Cahill
Alliant Insurance Services Houston, LLC
5444 Westheimer RD 9th fl
PHONE
(A/C, No, Ext): 281-229-0595 I FAX
(A/C, No): 832-485-4001
E-MAIL
Houston TX 77056 ADDRESS: Dawn.Cahill@alliant.com
INSURER(S) AFFORDING COVERAGE NAIC #
License#: 0C36861 INSURER A : National Union Fire Insurance 19445

AMBUHOL-01
INSURED INSURER B : Coverys Specialty Insurance Co 15686
Rapid Reliable Testing NY, LLC
35 W 35th St INSURER C : Lloyd's of London
New York, NY 10001 INSURER D : AIU Insurance Company 19399
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: 1575117745 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
C X COMMERCIAL GENERAL LIABILITY W31226230201 1/1/2023 1/1/2024 EACH OCCURRENCE $ 1,000,000
□
f--
□
DAMAGE TO RENTED
CLAIMS-MADE X OCCUR PREMISES (Ea occurrence) $ 100,000
MED EXP (Any one person) $ 5,000
f--
f--
PERSONAL & ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000
Fl
X POLICY □ □
PRO-
JECT LOC PRODUCTS - COMP/OP AGG $ 3,000,000
OTHER: $
A COMBINED SINGLE LIMIT $ 1,000,000
AUTOMOBILE LIABILITY AL1722472 1/1/2023 1/1/2024 (Ea accident)
f--
X ANY AUTO BODILY INJURY (Per person) $

f-- ~
OWNED SCHEDULED BODILY INJURY (Per accident) $

f--
AUTOS ONLY f--
AUTOS
HIRED NON-OWNED PROPERTY DAMAGE $
f-- AUTOS ONLY f-- AUTOS ONLY (Per accident)
$
X
H
B UMBRELLA LIAB OCCUR 005NY000038862 1/1/2023 1/1/2024 EACH OCCURRENCE $ 5,000,000
f--
EXCESS LIAB X CLAIMS-MADE AGGREGATE $ 5,000,000
DED I I RETENTION $ $
D
D
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y/N
WC013759875
WC013759876
1/1/2023
1/1/2023
1/1/2024
1/1/2024
X I PER
STATUTE I I OTH-
ER
D ANYPROPRIETOR/PARTNER/EXECUTIVE WC013759877 1/1/2023 1/1/2024 E.L. EACH ACCIDENT $ 1,000,000
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) □
N N/A
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000
C Professional Liability W31226230201 1/1/2023 1/1/2024 Each Claim $1,000,000
Aggregate Limit $3,000,000
Retroactive Date 09/30/2017
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
City of New York, including its officials and employees are included as Additional insured under General Liability coverage as required by written contract.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of New York ACCORDANCE WITH THE POLICY PROVISIONS.
c/o Department of Housing Preservation &
Development AUTHORIZED REPRESENTATIVE
100 Gold Street
New York NY 10038
~
I
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
4 }:'K Workers' .
ATE Compensation
Board
CERTIFICATE OF INSURANCE COVERAGE
NYS DISABILITY AND PAID FAMILY LEAVE BENEFITS LAW
PART 1. To be completed by NYS disability and Paid Family Leave benefits carrier or licensed insurance agent of that carrier
1a. Legal Name & Address of Insured (use street address only) 1b. Business Telephone Number of Insured
RAPID RELIABLE TESTING, LLC 848-482-1442
ATTN: RUSS MANCO
35 W 35TH STREET
NEW YORK, NY 10001
1c. Federal Employer Identification Number of Insured
or Social Security Number
Work Location of Insured (Only required if coverage is specifically limited to
certain locations in New York State, i.e., Wrap-Up Policy)
2. Name and Address of Entity Requesting Proof of Coverage 3a. Name of Insurance Carrier
(Entity Being Listed as the Certificate Holder) ShelterPoint Life Insurance Company
3b. Policy Number of Entity Listed in Box "1a"

DBL622466
3c. Policy effective period
09/01/2022 to 08/31/2024
4. Policy provides the following benefits:
✘ A. Both disability and paid family leave benefits.
□ B. Disability benefits only.
□ C. Paid family leave benefits only.
□
5. Policy covers:
A. All of the employer's employees eligible under the NYS Disability and Paid Family Leave Benefits Law.
□
✘
B. Only the following class or classes of employer's employees:
□
Under penalty of perjury, I certify that I am an authorized representative or licensed agent of the insurance carrier referenced above and that the named
insured has NYS Disability and/or Paid Family Leave Benefits insurance coverage as described above.
Date Signed 4/11/2023 By

1JJiJat~•It
0{/4 Oi i'.1 «
(Signature of insurance carrier's authorized representative or NYS Licensed Insurance Agent of that insurance carrier)
Telephone Number 516-829-8100 Name and Title Richard White, Chief Executive Officer
IMPORTANT: If Boxes 4A and 5A are checked, and this form is signed by the insurance carrier's authorized representative or NYS
Licensed Insurance Agent of that carrier, this certificate is COMPLETE. Mail it directly to the certificate holder.
If Box 4B, 4C or 5B is checked, this certificate is NOT COMPLETE for purposes of Section 220, Subd. 8 of the NYS
Disability and Paid Family Leave Benefits Law. It must be emailed to PAU@wcb.ny.gov or it can be mailed for
completion to the Workers' Compensation Board, Plans Acceptance Unit, PO Box 5200, Binghamton, NY 13902-5200.
PART 2. To be completed by the NYS Workers' Compensation Board (Only if Box 4B, 4C or 5B have been checked)
State of New York
Workers' Compensation Board
According to information maintained by the NYS Workers' Compensation Board, the above-named employer has complied with the
NYS Disability and Paid Family Leave Benefits Law(Article 9 of the Workers' Compensation Law) with respect to all of their employees.
Date Signed By
(Signature of Authorized NYS Workers' Compensation Board Employee)
Telephone Number Name and Title
Please Note: Only insurance carriers licensed to write NYS disability and paid family leave benefits insurance policies and NYS licensed insurance
agents of those insurance carriers are authorized to issue Form DB-120.1. Insurance brokers are NOT authorized to issue this form.
DB-120.1 (12-21)
1111111111111111111111111111111111111111111111111111111111
DB-120.1 (12-21)
Additional Instructions for Form DB-120.1
By signing this form, the insurance carrier identified in Box 3 on this form is certifying that it is insuring the business
referenced in Box 1a for disability and/or Paid Family Leave benefits under the NYS Disability and Paid Family Leave
Benefits Law. The insurance carrier or its licensed agent will send this Certificate of Insurance Coverage (Certificate) to
the entity listed as the certificate holder in Box 2.
The insurance carrier must notify the above certificate holder and the Workers' Compensation Board within 10 days IF a
policy is cancelled due to nonpayment of premiums or within 30 days IF there are reasons other than nonpayment of
premiums that cancel the policy or eliminate the insured from coverage indicated on this Certificate. (These notices may
be sent by regular mail.) Otherwise, this Certificate is valid for one year after this form is approved by the insurance carrier
or its licensed agent, or until the policy expiration date listed in Box 3c, whichever is earlier.
This Certificate is issued as a matter of information only and confers no rights upon the certificate holder. This Certificate
does not amend, extend or alter the coverage afforded by the policy listed, nor does it confer any rights or responsibilities
beyond those contained in the referenced policy.
This Certificate may be used as evidence of a NYS disability and/or Paid Family Leave benefits contract of insurance only
while the underlying policy is in effect.
Please Note: Upon the cancellation of the disability and/or Paid Family Leave benefits policy indicated on this
form, if the business continues to be named on a permit, license or contract issued by a certificate holder, the
business must provide that certificate holder with a new Certificate of Insurance Coverage for NYS disability and/
or Paid Family Leave Benefits or other authorized proof that the business is complying with the mandatory
coverage requirements of the NYS Disability and Paid Family Leave Benefits Law.
NYS DISABILITY AND PAID FAMILY LEAVE BENEFITS LAW
§220. Subd. 8
(a) The head of a state or municipal department, board, commission or office authorized or required by law to issue any
permit for or in connection with any work involving the employment of employees in employment as defined in this article,
and not withstanding any general or special statute requiring or authorizing the issue of such permits, shall not issue such
permit unless proof duly subscribed by an insurance carrier is produced in a form satisfactory to the chair, that the
payment of disability benefits and after January first, two thousand and twenty-one, the payment of family leave benefits
for all employees has been secured as provided by this article. Nothing herein, however, shall be construed as creating
any liability on the part of such state or municipal department, board, commission or office to pay any disability benefits to
any such employee if so employed.
(b) The head of a state or municipal department, board, commission or office authorized or required by law to enter into
any contract for or in connection with any work involving the employment of employees in employment as defined in this
article and notwithstanding any general or special statute requiring or authorizing any such contract, shall not enter into
any such contract unless proof duly subscribed by an insurance carrier is produced in a form satisfactory to the chair, that
the payment of disability benefits and after January first, two thousand eighteen, the payment of family leave benefits for
all employees has been secured as provided by this article.
DB-120.1 (12-21) Reverse

4 w
RK
ATE
Workers'
Compensation
Board
CERTIFICATE OF
NYS WORKERS' COMPENSATION INSURANCE COVERAGE
1a. Legal Name & Address of Insured (use street address only) 1b. Business Telephone Number of Insured
Rapid Reliable Testing NY, LLC (844) 443-6246

35 West 35th St. , Floor 6
New York, NY 10001 1c. NYS Unemployment Insurance Employer Registration Number of
Insured
Work Location of Insured (Only required if coverage is specifically limited to

1d. Federal Employer Identification Number of Insured or Social Security
certain locations in New York State, i.e., a Wrap-Up Policy)
Number
2. Name and Address of Entity Requesting Proof of Coverage 3a. Name of Insurance Carrier
(Entity Being Listed as the Certificate Holder)
AIU Insurance Company
3b. Policy Number of Entity Listed in Box "1a"
City of New York WC 013759875

c/o Department of Housing Preservation & Development
100 Gold Street 3c. Policy effective period
New York NY 10038 01/01/2023 to 01/01/2024
3d. The Proprietor, Partners or Executive Officers are

[Z] included. (Only check box if all partners/officers included)
□ all excluded or certain partners/officers excluded.
This certifies that the insurance carrier indicated above in box “3" insures the business referenced above in box “1a” for workers'
compensation under the New York State Workers' Compensation Law. (To use this form, New York (NY) must be listed under Item 3A
on the INFORMATION PAGE of the workers' compensation insurance policy). The Insurance Carrier or its licensed agent will send
this Certificate of Insurance to the entity listed above as the certificate holder in box “2".
The insurance carrier must notify the above certificate holder and the Workers' Compensation Board within 10 days IF a policy is canceled
due to nonpayment of premiums or within 30 days IF there are reasons other than nonpayment of premiums that cancel the policy or
eliminate the insured from the coverage indicated on this Certificate. (These notices may be sent by regular mail.) Otherwise, this
Certificate is valid for one year after this form is approved by the insurance carrier or its licensed agent, or until the policy
expiration date listed in box "3c", whichever is earlier.
This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend,
extend or alter the coverage afforded by the policy listed, nor does it confer any rights or responsibilities beyond those contained in the
referenced policy.
This certificate may be used as evidence of a Workers' Compensation contract of insurance only while the underlying policy is in effect.
Please Note: Upon cancellation of the workers' compensation policy indicated on this form, if the business continues to be
named on a permit, license or contract issued by a certificate holder, the business must provide that certificate holder with a
new Certificate of Workers' Compensation Coverage or other authorized proof that the business is complying with the
mandatory coverage requirements of the New York State Workers' Compensation Law.
Under penalty of perjury, I certify that I am an authorized representative or licensed agent of the insurance carrier referenced
above and that the named insured has the coverage as depicted on this form.
David McElroy
Approved by:
(Print name of authorized representative or licensed agent of insurance carrier)
07/20/2023
Approved by:
(Signature) (Date)
Authorized Representative
Title:
212-770-7000
Telephone Number of authorized representative or licensed agent of insurance carrier:
Please Note: Only insurance carriers and their licensed agents are authorized to issue Form C-105.2. Insurance brokers are NOT
authorized to issue it.
C-105.2 (9-17) www.wcb.ny.gov
Workers' Compensation Law
Section 57. Restriction on issue of permits and the entering into contracts unless compensation is secured.
1. The head of a state or municipal department, board, commission or office authorized or required by law to issue any
permit for or in connection with any work involving the employment of employees in a hazardous employment defined
by this chapter, and notwithstanding any general or special statute requiring or authorizing the issue of such permits,
shall not issue such permit unless proof duly subscribed by an insurance carrier is produced in a form satisfactory to
the chair, that compensation for all employees has been secured as provided by this chapter. Nothing herein,
however, shall be construed as creating any liability on the part of such state or municipal department, board,
commission or office to pay any compensation to any such employee if so employed.
2. The head of a state or municipal department, board, commission or office authorized or required by law to enter into
any contract for or in connection with any work involving the employment of employees in a hazardous employment
defined by this chapter, notwithstanding any general or special statute requiring or authorizing any such contract, shall
not enter into any such contract unless proof duly subscribed by an insurance carrier is produced in a form satisfactory
to the chair, that compensation for all employees has been secured as provided by this chapter.
C-105.2 (9-17) REVERSE

IRAN DIVESTMENT ACT COMPLIANCE RIDER FOR
NEW YORK CITY CONTRACTORS
The Iran Divestment Act of 2012, effective as of April 12, 2012, is codified at State
Finance Law ("SFV') §165-a and General Municipal Law ("GML") §103-g. The Iran
Divestment Act, with certain exceptions, prohibits municipalities, including the City, from
entering into contracts with persons engaged in investment activities in the energy sector of
Iran. Pursuant to the terms set forth in SFL §165-a and GML §103-g, a person engages in
investment activities in the energy sector of Iran if:
(a) the person provides goods or services of twenty million dollars
or more in the energy sector of Iran, including a person that provides oil or
liquefied natural gas tankers, or products used to construct or maintain
pipelines used to transport oil or liquefied natural gas, for the energy sector
of Iran; or
(b) The person is a financial institution that extends twenty million
dollars or more in credit to another person, for forty-five days or more, if
that person will use the credit to provide goods or services in the energy
sector in Iran and is identified on a list created pursuant to paragraph (b) of
subdivision three of Section 165-a of the State Finance Law and maintained
by the Commissioner of the Office of General Services.
A bid or proposal shall not be considered for award nor shall any award be made
where the bidder or proposer fails to submit a signed and verified bidder's certification.
Each bidder or proposer must certify that it is not on the list of entities engaged in
investment activities in Iran created pursuant to paragraph (b) of subdivision 3 of Section
165-a of the State Finance Law. In any case where the bidder or proposer cannot certify
that they are not on such list, the bidder or proposer shall so state and shall furnish with
the bid or proposal a signed statement which sets forth in detail the reasons why such
statement cannot be made. The City of New York may award a bid to a bidder who cannot
make the certification on a case by case basis if:
(1) The investment activities in Iran were made before the effective date
of this section (i.e., April 12, 2012), the investment activities in Iran have not been expanded
or renewed after the effective date of this section and the person has adopted, publicized
and is implementing a formal plan to cease the investment activities in Iran and to refrain
from engaging in any new investments in Iran: or
(2) The City makes a determination that the goods or services are
necessary for the City to perform its functions and that, absent such an exemption, the City
would be unable to obtain the goods or services for which the contract is offered. Such
determination shall be made in writing and shall be a public document.
-2-
BIDDER'S CERTIFICATION OF COMPLIANCE WITH
IRAN DIVESTMENT ACT
Pursuant to General Municipal Law § I 03-g, which generally prohibits the City from entering
into contracts with persons engaged in investment activities in the energy sector of Iran, the
bidder/proposer submits the following certification:
[Please Check One]
BIDDER'S CERTIFICATION
By submission of this bid or proposal, each bidder/proposer and each person signing on
behalf of any bidder/proposer certifies, and in the case of a joint bid each party thereto
certifies as to its own organization, under penalty of perjury, that to the best of its
knowledge and belief, that each bidder/proposer is not on the list created pursuant to
paragraph (b) of subdivision 3 of Section 165-a of the State Finance Law.
□ I am unable to certify that my name and the name of the bidder/proposer does not appear
on the list created pursuant to paragraph (b) of subdivision 3 of Section 165-a of the State
Finance Law. I have attached a signed statement setting forth in detail why I cannot so
certify.
Dated: J/_e..w.J.,d:_, New Yark

~,20~
PRINTED~
l
Dated: (.,.11 t 1 l,,J
-3-
NW:
Analytics Unit 11-Jan-2023
59 Maiden Lane 24th Floor
New York, NY 10038 Letter ID LI 828884608
Department of nyc.gov/finance Case# 2510299
Finance (212) 908-7623/7010
PASSPort UBTP AFFIDAVIT
RAPID RELIABLE TESTING NY LLC

35 W. 35TH STREET 6TH FLOOR
NEW YORK NY 10001
Tax Status - MOCS Affidavit
The entity identified above has bid on a contract with a NYC agency and that agency has requested a tax filing status check for this
entity. Due to a lack of information, we have been unable to complete a tax filing status check. Therefore, please complete, notarize
and return this affidavit within 20 days of the date on this notice. Failure to respond may result in rejection of the bid.
Please answer following:
I.) The entity listed above is a tax exempt organization. [ ] YES [ NO VJ
(If Yes, please submit with your response a copy of your NYC Exemption ruling or your Federal Exemption ruling.)
2.) Please enter the month and year your business began in New York City.
Month:~ Year: o?0~8 other (please explain) : _ _ _ _ _ _ __ _ _ __ _ __
Please cltoos; apptfcable statement(s):
4.l a [,,] The business listed above has filed NYC Unincorporated Business Tax returns under the FEIN: _ _ __ _
4.2a L',/) The business is not subjected to the NYC Unincorporated Business Tax. (Please briefly describe your pending
contTacr/service with the perspective NYC fL_ f,)
agency) . • ,!'; .s/.,e(Tf1$. ~l/5/f}CjS 1":s Cl,.
4.2b [ ] Gross bu ine ·s income was les han the required filing threshold, therefore, the business is not required to file NYC1k~
Unincorporated Business Tax returns. (Please Submit copies of Federal Form 1065 for each applicable year). ~ -c,-o<....
4.3 [ ] The business neglected to file the appropriate tax returns. Complete signed NYC Unincorporated Business Tax returns ar;~7f'
enclosed for processing. (Forms maybe obtained by downloading from our website nyc.gov/finance) r'"~s,
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partnership is doing business as_L.:::.~'!..l./J.~ ~-µ_~~ :........cp.~~~~~':::f:=.~=-,,---- - X,\~,..J.

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§ Q..~,.• STATE ',: ~ \
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and that he/she has read this affidavit and know the contents thereof and the the statemen§ ~am8lll ~ijij\:Min ·~e true.
: ~ : Qualified In ; re f
~~ ~ c:"'l \Westchester CounlY,• t::;:' :
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State of New York ss: County of
~---~.i~-.)·:'tu~-i.._,~<o,/
l"-,l,/!!Clfl{E'f.P..Jx$.'iP.,,
On this / 1 day of .JG.,.... ✓ "':) in the year 20..l::1._, before me person:~i~•~~~~•••••'
Af tl'r,....._ ,__,. _ .P.. c J t. ~ ~ ~ r 6 _ who, being by me duly sworn, did depose and say that he/she resides in
3.)
Street umber
we. s-1-
Street
3 >~ S ;-. ,-.ft.'-' '-ic,.,-L,
Borough/City
L'-! 1
State
1 o o"' 1
Zip Code
that he/she is a member of & J (4. IL-~ ((Name
I µs.f-5.c ,J...,,
MFirm)
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the business therein and which executed the above instrument and ,liccr7'-.;.:..;;,.
said firm for the purposes mentioned therein. - -----....-:::~~p:;z:~:=:==::::-1:!/.
KNOWINGLY INCLUDING FALSE INFORMATION IN THE AFFIDAVIT IS UNLAWFUL AND IS PUNISHABLE

UNDER THE NEW YORK PENAL LAW
For any questions regarding the completing of this affidavit, please email taxclearance@finance.nyc.gov
Cer t if icat ion Regar ding Subst ant iat ed Cases of Client Abuse or Neglect
The Cit y r equir es each or ganizat ion w it h w hich it cont r act s f or t he pr ovision
of hum an client ser vices t o: 1) cer t if y t hat no subst ant iat ed case of client
abuse or neglect by any em ployee of t he or ganizat ion ( including a f ost er
par ent , if applicable) occur r ed dur ing t he lat est 12 m ont h per iod; OR
2) disclose each such subst ant iat ed case and pr ovide a br ief descr ipt ion of
t he case, t he dat e of occur r ence, level of sever it y and t he case disposit ion,
including an ex planat ion of t he act ion t ak en against t he of f ender ( s) and, if
applicable, t he or ganizat ion. Com plet e t he f or m below t o cer t if y or disclose,
as applicable.
□
✔ This is t o cer t if y t hat no subst ant iat ed case of client abuse or neglect
by any em ployee ( including f ost er par ent s) of t he or ganizat ion nam ed
below has occur r ed dur ing t he lat est 12 m ont h per iod.
□ This is t o disclose t hat ___ case( s) of client abuse or neglect by an

em ployee( s) of t he or ganizat ion nam ed below w as/ w er e subst ant iat ed
as having occur r ed dur ing t he lat est 12 m ont h per iod. An at t achm ent
t o t his f or m pr ovides f or each such subst ant iat ed case: a br ief
descr ipt ion of t he case, t he dat e of occur r ence, level of sever it y and t he
case disposit ion, including an ex planat ion of t he act ion t ak en against
t he of f ender ( s) and, if applicable, t he or ganizat ion.

Nam e of Or ganizat ion ( Pr int ) ______________________________________
Lee Bienstock
Nam e of Aut hor ized Repr esent at ive ( Pr int ) ___________________________
President/COO
Tit le of Aut hor ized Repr esent at ive ( Pr int ) ___________________________
Signat ur e of Aut hor ized Represent at ive _____________________________
07
Dat e ___/ 20
___/ 23
___
CITY OF NEW YORK
Conflict of Interest Disclosure Certification
A MATER/ALLY FALSE STATEMENT WILLFULLY OR FRAUDULENTLY MADE IN CONNECTION WITH

THIS CERT/FICA TION, AND/OR THE FAILURE TO CONDUCT APPROPRIATE DUE DILIGENCE IN
VERIFYING THE INFORMATION THAT IS THE SUBJECT MATTER OF THIS CERT/FICA TION, MAY
RESULT IN RENDERING THE VENDOR NON-RESPONSIBLE FOR THE PURPOSE OF CONTRACT
AWARD, AND A MATERIALLY FALSE STATEMENT WILLFULLY OR FRAUDULENTLY MADE IN
CONNECTION WITH THIS CERTIFICATION MAY SUBJECT THE PERSON MAKING THE FALSE
STATEMENT TO CRIMINAL CHARGES.
No Conflict of Interest: Except as otherwise fully disclosed below (attach additional pages as
needed), the Consultant I Subcontractor affirms, to the best of its knowledge, information and
belief, that no City Elected Official, nor any person associated with any City Elected Official, is an
employee, Director or Trustee, Officer or consultant to/of, or has any financial interest, direct or
indirect, in the organization, or has received or will receive any financial benefit, directly or
indirectly, from the organization or from this funding. For the purposes of this certification,
"associated" persons include: a spouse, domestic partner, child, parent or sibling of a City
Elected Official; a person with whom a City Elected Official has a business or other financial
relationship, including but not limited to employees of a City Elected Official and/or a spouse,
domestic partner, child, parent or sibling of such employees; and each firm in which a City
Elected Official has a present or potential interest.
NOTE: THE CONSUL TANT I SUBCONTRATOR IS ENCOURAGED TO DISCLOSE ANY CONNECTION

TO A CITY ELECTED OFFICIAL THAT COULD CREATE AN APPEARANCE OF A CONFLICT OF
INTEREST, REGARDLESS OF WHETHER IT MEETS THE LISTED DEFINITIONS.

Name of Consultant I Subcontractor Signature o Consultan r Authorized Officer/ Date
35 West 35th St. 6th Fl. Anthony Capone - CEO
Vendor's Address Print Name / Title of Signer (if not Consultant)
New York, NY, 10001
City/ State I Zip Code Consultant/ Subcontract EIN / TIN
844-553-6246 ACapone@DocGo.com
Phone Number Email Address
Sworn to before me this I S~ay of ~""~ +- ,20~
Notary Public
Printed on paper containing 30% post-consumer material
iviOCS Conrlict oflmcr~s! Disdosu rsc C'clliritntion Form - Cc,nsulinnt I Suhtonrrnctor for· Discrctionnf\ <1 ! 11 sno i Il 1
Pursuant to NYC Admin. Code§ 6-145(c)
Contract Name: Rapid Reliable Testing NY LLC E-PIN#: 80623E0067001
This certification is (select one): la The first such certification under for contract award/renewal.
D a subsequent (yearly) certification. If so, provide date of first certification: _ _ _ __
1, Lee Bienstock (print), the undersigned,
am a duly authorized officer of Rapid Reliable Testing NY LLC (vendor name)
from a previous
CEO Name: Anthony Capone □
Address: 35 W 35th St. 6th FL., New York, NY 10001 □
Telephone: 844-443-6246 Email: ACapone@DocGo.com □
contractor seeking renewal, as applicable, has been found by a court or government agency to have violated federal , state or local laws
der, proposer, or city service contractor in regard to such labor relations laws: Add pages as necessary. If not applicable write "NIA".
Violation: _ _ __ _ __ __ _ _ _ Date of Action: _ __ _ ___ Charging Agency: _ _ __ _ __ __ __ _
Summary: _ _ _ __ _ __ _ _ __ __ _ __ __ _ __ __ _ __ __ _ __ _ _ __ __ __ __
_ _ __ _ __ __ _ _ __ _ _ _ _ __ __ _ __ __ _ __ _ _ Check if updated from a previous certification D
Violation: _ _ __ _ __ _ __ _ _ Date of Action: _ __ _ __ Charging Agency: _ __ _ _ __ __ __ _
Summary: - -- - -- - -- - - -- -- - -- - - - - - - - - - - - - - - - - - - - - - - - -
_ _ __ _ __ _ __ _ __ _ __ _ __ _ _ _ __ __ _ __ __ Check if updated from a previous certification D
Violation: _ _ _ _ _ _ _ _ _ _ _ _ Date of Action: _ _ __ _ __ Charging Agency: _ __ __ __ _ __ __

Summary: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ __ __ _ __ _ __ _
- -- -- - - - - -- -- - -- - - - - -- -- -- - -- -- Check if updated from a previous certification D
- - -- - -- +-- - - -- - -- -- - - - -- -- - -- -- -- - (print) swear or affirm,

at the above information is accurate as of the date noted below.
Signed: _ _ __ _ _ ___,_.L...-_ _ __ _ __ _ __ __ __ __ __ _ __ Date: 7-21-23
State: Iv '1
Sworn or affirmed before me on: ') ...,. \.':'.\ 2 l 1
Notary Public: ~.!.l-?;_-::::...~k-- - -- - - -

Labor Peace Agreement Attestation
Pursuant to NYC Admin. Code § 6-145(b)
1. I, Lee Bien stock (print), the w,dersigned, a duly authorized officer of the D city service contractor or
'2f city service subcontractor (choose one) of Rapid Reliable Testing NY LLC (business name)
1
("covered employer "), do hereby certify: As of this date, the following Is true with regard to Labor Peace Agreements
("LPA" or "LPAs'1: (Choose one of the following)
0 Labor Peace Agreement(s) have been entered Into or are under negotiation. (Complete section 2 and 3)
or...
'21 Covered employees2 are not cunently represented by a labor organization and no labor organization has sought to
represent such covered employees. (Complete section 3 ONLY)
If a city service contractor or city service subcontractor has entered into a collective bargaining agreement (CBA)
with a labor organization that remains In effect, such CBA may be listed as an LPA for the purposes of this form.
2. The above-named covered employer has entered into or is in negotiations for the following labor Peace Agreements
with the following labor organizations: (complete the below as applicable and add additional sheets as necessary)
LPA entered into with _ _ _ _ __ __ _ _ _ __ __ _ _ _ _ _ (labor organization) on _ __ __ _ __ (date)
Class(es) of covered employees2 covered by this LPA: _ _ __ _ _ _ __ __ _ __ _ __ _ __ _ __ __ _
Labor Organization Signature: - - - - - -- - -- -- - - - -- -- - -- - -- - -- - -- - - -- --

Negotiations have been initiated with the following Labor Organization but have not yet concluded .
_ __ _ _ _ __ _ _ __ _ _ _ _ __ _ __ __ _ _ _ __ __ _ __ _ __ _ __ _ _ _ {labor organization)
Class(es) of covered employees2 to be covered by this LPA: _ __ _ _ _ _ __ __ _ __ _ __ _ __ _ __ _
Labor Organization Signature: -- - - -- - -- - - -- - -- - -- - -- - -- - -- - -- - -- - - -

(authorized labor organization representative print and sign) {date)
The following classes of covered employees are NOT currently represented by a labor organization and no labor organization
has sought to represent them: - -- -- - - - -- - - -- - -- - -- -- - - - - - -- - -- -- - - -
3. If, after the expiration of the 90-day period following the award or renewal date of the city service contract or the approval of
a city service subcontractor, a labor organization seeks to represent the covered employees of a covered employer and the
labor organization has provided notice to the contracting agency and the covered employer regarding such interest in accor-
dance with the terms of the rider, as applicable, then the covered employer shall submit an attestation (signed by the labor
organization) to the contracting agency (or, if the covered employer is a subcontractor, submit to the city service contractor
for submission to the contracting agency) no later than 90 days after the date of notice stating that it has entered into a labor
peace agreement with such labor organization or that labor peace agreement negotiations have not yet concluded.
I .
1
"covered employer": a city service contractor or a city service subcontractor, having entered into a service contract with an agency of the City.
2
"covered employee": an employee of a covered employer who directly renders human services in performance of a city service contract, except that the
term "covered employee" shall not include any building service employee.
Pursuant to NYC Admin. Code§ 6-145(c)
This certification is (select one): la The first such certification under for contract award/renewal.
D a subsequent (yearly) certification. If so, provide date of first certification: _ _ _ __
1, Lee Bienstock (print), the undersigned,
am a duly authorized officer of Rapid Reliable Testing NY LLC (vendor name)
from a previous
CEO Name: Anthony Capone □
Address: 35 W 35th St. 6th FL., New York, NY 10001 □
Telephone: 844-443-6246 Email: ACapone@DocGo.com □
contractor seeking renewal, as applicable, has been found by a court or government agency to have violated federal , state or local laws
der, proposer, or city service contractor in regard to such labor relations laws: Add pages as necessary. If not applicable write "NIA".
Violation: _ _ __ _ __ __ _ _ _ Date of Action: _ __ _ ___ Charging Agency: _ _ __ _ __ __ __ _
Summary: _ _ _ __ _ __ _ _ __ __ _ __ __ _ __ __ _ __ __ _ __ _ _ __ __ __ __
_ _ __ _ __ __ _ _ __ _ _ _ _ __ __ _ __ __ _ __ _ _ Check if updated from a previous certification D
Violation: _ _ __ _ __ _ __ _ _ Date of Action: _ __ _ __ Charging Agency: _ __ _ _ __ __ __ _
Summary: - -- - -- - -- - - -- -- - -- - - - - - - - - - - - - - - - - - - - - - - - -
_ _ __ _ __ _ __ _ __ _ __ _ __ _ _ _ __ __ _ __ __ Check if updated from a previous certification D
Violation: _ _ _ _ _ _ _ _ _ _ _ _ Date of Action: _ _ __ _ __ Charging Agency: _ __ __ __ _ __ __

Summary: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ __ __ _ __ _ __ _
- -- -- - - - - -- -- - -- - - - - -- -- -- - -- -- Check if updated from a previous certification D
- - -- - -- +-- - - -- - -- -- - - - -- -- - -- -- -- - (print) swear or affirm,

at the above information is accurate as of the date noted below.
Signed: _ _ __ _ _ ___,_.L...-_ _ __ _ __ _ __ __ __ __ __ _ __ Date: 7-21-23
State: Iv '1
Sworn or affirmed before me on: ') ...,. \.':'.\ 2 l 1
Notary Public: ~.!.l-?;_-::::...~k-- - -- - - -

The City Council has asked City contracting agencies to require vendors funded by City Council
discretionary awards to certify that they are in compliance with City and State Lobbying Law requirements.
If you have any questions concerning this form, please contact the agency awarding this Agreement. For
more information about lobbying filing requirements, please visit:
http://www. cityclerk. nyc.govlhtmlllobbying/lobbying_bureau. shtml.
The undersigned affirms and declares that the Vendor is in compliance with the lobbying registration
requirements of the New York City and New York State Lobbying Laws. See Administrative Code of the
City of New York ("Administrative Code") § 3-211 et seq . and Legislative Law §1-a et seq., respectively.
The Vendor's registration status is disclosed below.
Legal Name of Vendor Rapid Reliable Testing NY LLC
Address 35 West 35th St. 6th Fl.
City New York State New York Zip 10001
EINmN Tel. No. 844-553-6246 E-mail ACapone@DocGo.com
CHECK ALL THAT ARE APPLICABLE:

( ) Currently registered as a Lobbyist with the City Clerk in accordance with Admin. Code §3-213
as _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
( ) Currently in compliance with the filing requirements applicable to Clients pursuant to Admin.
Code §3-217 as _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
( ) Currently registered as a Lobbyist with the New York State Joint Commission on Public
Ethics pursuant to §1-e of the Legislative Law.
( ) Currently in compliance with the filing requirements applicable to Clients pursuant to §1-j of
the Legislative Law.
(X) Is not currently required to register as a Lobbyist or comply with filing requirements
applicable to Clients pursuant to the Administrative Code.
(X) Is not currently required to register as a Lobbyist or comply with filing requirements
applicable to Clients pursuant to the NYS Legislative Law.
NOTE: A MATERIALLY FALSE STATEMENT WILLFULLY OR FRAUDULENTLY MADE IN CONNECTION WITH THIS
CERTIFICATION, AND/OR THE FAILURE TO CONDUCT APPROPRIATE DUE DILIGENCE IN VERIFYING THE
INFORMATION THAT IS THE SUBJECT MATTER OF THIS CERTIFICATION, MAY R;S ' T IN RENDERING THE VENDOR
NON-RESPONSIBLE FOR THE PURPOSE OF CONTRACT AWARD, AND A MAT ~~,Cu, . F SE STATEMENT WILLFULLY
OR FRAUDULENTLY MADE IN CONNECTION WITH THIS CERTIFICATION fi\ \y ld-~ r y E PERSON MAKING THE
FALSE STATEMENT TO CRIMINAL CHARGES. ~
Anthony Capone
8-15-23
Date

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HUMAN SERVICES STANDARD CONTRACT

FOR HOUSING AND HOUSING RELATED SERVICES

NOW, THEREFORE, the parties agree as follows:

Human Services Standard Contract Page 1 of 15

ARTICLE II — TERM OF AGREEMENT

ARTICLE III — SCOPE OF WORK AND BUDGET

Human Services Standard Contract Page 2 of 15

Section 3.04 Cost Allocating and Duplication.

Human Services Standard Contract Page 3 of 15

ARTICLE IV — FISCAL PROCEDURES

Section 4.02 Accounts.

Human Services Standard Contract Page 4 of 15

Section 4.05 Procurement Requirements.

Human Services Standard Contract Page 5 of 15

Section 4.06 Limitation on Use of Funds.

Human Services Standard Contract Page 6 of 15

Section 4.07 Recoupment of Disallowances, Improperly Incurred Costs and

ARTICLE V — RECORDS, DELIVERABLES, AUDITS AND REPORTS

Human Services Standard Contract Page 7 of 15

Human Services Standard Contract Page 8 of 15

ARTICLE VI — PERSONNEL PRACTICES AND RECORDS

Section 6.02 Compensation of Certain Employees; Vacancies; and Board

Section 6.04 Recruitment and Hiring of Staff.

Human Services Standard Contract Page 9 of 15

Human Services Standard Contract Page 10 of 15

ARTICLE VII — PROGRAM FACILITY

Section 7.03 Security and Emergency Plan.

Human Services Standard Contract Page 11 of 15

ARTICLE IX — REPRESENTATIONS AND COVENANTS OF CONTRACTOR

Section 9.02 Program Services.

Section 9.03 Allegations of Abuse or Maltreatment. Contractor will notify the

Human Services Standard Contract Page 12 of 15

Human Services Standard Contract Page 13 of 15

[THE REMAINDER OF THE PAGE IS INTENTIONALLY BLANK]

Human Services Standard Contract Page 14 of 15

CITY OF NEW YORK CONTRACTOR

Human Services Standard Contract Page 15 of 15

Uniform Federal Contract Provisions Rider for

Federal Emergency Management Agency (“FEMA”) Rider

INSTRUCTIONS TO NYC AGENCIES AND OFFICES

CDBG Rider Page i

Article 2. Housing and Community Development Act and National

Article 3. Labor Requirements .................................................................................... 2

Article 4. Additional Federal Conditions for Construction for

Article 5. Federal Non-Discrimination Laws ..................................................... 10

Article 6. Environmental Protection; Energy Efficiency; Historic

Article 7. Uniform Relocation Assistance ......................................................... 12

Article 8. Uniform Administrative Requirements (Including Procurement

Article 9. Unearned Payments; Income; Documentation of Costs;

Article 10. Records and Audits .......................................................................... 14

Article 11. Subcontractors ................................................................................. 14

Article 12. Conflicts; Exhibits ........................................................................... 15

Article 13. Reversion of Assets .......................................................................... 15

Article 15. Intangible Property ........................................................................... 16

Article 16. Hatch Act; Lobbying; Conflicts of Interest.......................................... 17

Article 17. Suspension and Termination ............................................................. 18

CDBG Rider Page ii

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

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

CDBG Rider Page 1

ARTICLE 3. LABOR REQUIREMENTS

1. The work to be performed under this Agreement is subject to the requirements of

2. Section 3 Requirements. In addition to any other requirements contained in 24

CDBG Rider Page 2

CDBG Rider Page 3

(a) Impermissible Salary Deductions. In Construction contracts of any amount, the