SHORT FORM CONTRACT JANUARY 2008 EDITION

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					                                   STATE OF NEW YORK - EXECUTIVE DEPARTMENT

               OFFICE OF GENERAL SERVICES - DESIGN & CONSTRUCTION GROUP


                                                         DOCUMENT 007214
                                               GENERAL CONDITIONS
                                                    SHORT FORM CONTRACT
                                                     JANUARY 2008 EDITION

                                                            TABLE OF ARTICLES

1.    The Contract Documents ................................2               16.     Statutory Requirements for Utilization of
                                                                                     Minority and Women Owned Business
2.    Definitions ......................................................2            Enterprises ...................................................... 8

3.    Interpretation of Contract Documents ............3                     17.     Coordination of Separate Contracts ............... 9

4.    Submittals .......................................................3    17A. Delays............................................................. 10

5.    Materials and Labor........................................4           18.     Responsibility for Damage............................. 11

6.    Contractor’s Supervision ................................4             19.     Insurance - Workers’ Compensation.............. 12

7.    Use of Premises ..............................................5        20.     Occupancy Prior to Completion and
                                                                                     Acceptance...................................................... 12
8.    Permits and Compliance .................................5
                                                                             21.     Payment.......................................................... 12
9.    Inspection and Acceptance .............................5
                                                                             22.     Audits and Records ........................................ 13
10.   Orders on Contract (Change Orders) ..............6
                                                                             23.     Miscellaneous Provisions............................... 13
11.   Site Conditions ...............................................7
                                                                             24.     Statutory Requirements for restrictions on
12.   Suspension of Work........................................7                    Contracts During the Procurement Process
                                                                                     and Disclosure of Contracts and
13.   Time of Completion and Termination for                                         Responsibility of Offerers Miscellaneous
      Cause..............................................................7           Provisions ....................................................... 16

14.   Termination of Contractor’s Employment for                             STANDARD CLAUSES FOR ALL NEW YORK
      the Convenience of the State of New York ...8                          STATE CONTRACTS - APPENDIX A .................. 21

15.   Disputes ..........................................................8




Paragraph 21.9 added and Paragraph 23.10 modified 05/02/2008


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                                        GENERAL CONDITIONS - 01/31/2008


      ARTICLE 1 - THE CONTRACT DOCUMENTS                        2.9    The term “Director’s Representative” means the
                                                                employee or agent of the Design and Construction Group
1.1    The Contract Documents consist of the                    designated in writing by the Director as such. Under the
Agreement, General Conditions, the Supplementary                general supervision of the Director, the Director’s
Conditions, the Drawings and Specifications, Addenda            Representative shall have complete charge of the Work
issued prior to the receipt of bids and all subsequent          and shall exercise full supervision and direction of the
modifications and changes issued pursuant to these              Work. Where the Contract Documents specifically
General Conditions.                                             designate a person to perform a function or duty, that
                                                                person shall be the Director’s Representative but only for
1.2    The Contract Documents form the Contract. The            the performance of that function or duty. Where the
Contract represents the entire and integrated agreement         word “directed” appears in the Contract Documents, the
between the parties and supersedes all prior negotiations,      words “by the Director’s Representative” shall be
representations and agreements, either written or oral          deemed inserted thereafter in each case except where it is
including the bidding documents.                                obviously inappropriate in context.

1.3   The Contract may not be modified except in                2.10 The term “Group Director” means the Deputy
accordance with these General Conditions.                       Commissioner for Design and Construction, Office of
                                                                General Services.
              ARTICLE 2 - DEFINITIONS
                                                                2.11 The term “liquidated damages” means the total
2.1    The following terms shall have the meanings              amount of money to be assessed against the Contractor
ascribed to them in this Article, wherever they appear in       for delay in completion of the Contract. The total
the Contract Documents.                                         amount of such damages shall not exceed the product of
                                                                the amount per day stipulated in the Contract times the
2.2    The term “Agency” means the officer, board,              number of days of delay in completion.
department, commission, authority, fund or public
benefit corporation executing the Agreement.                    2.12 The term “physical completion” means the date
                                                                upon which the Director’s Representative certifies that
2.3  The     term   “Commissioner”          means     the       all deficiencies noted on the Final Inspection List have
Commissioner of General Services.                               been corrected and is evidenced by issuance of the
                                                                Physical Completion Report.
2.4     The term “Comptroller” means the Comptroller
of the State of New York.                                       2.13 The term “premises” means all land, buildings,
                                                                structures and all other things of any kind located on or
2.5     The term “Contracting Officer” means the                adjacent to the Site and owned, occupied or otherwise
Director of Contract Administration of the Design and           used by the State.
Construction Group of the Office of General Services or
his representative designated in writing.                       2.14 The term “product data” means manufacturer’s
                                                                catalog sheets, brochures, standard diagrams,
2.6    The term “Contractor” means the person, firm or          illustrations, schedules, performance charts, test data,
corporation executing the Agreement or the successor or         standard schematic drawings, specifications and
assignee of the Contractor approved in writing by the           installation instructions.
Contracting Officer. If the text requires, the term
includes the person, firm or corporation executing any          2.15 The term “Project” means Work at the same Site
Agreement in furtherance of the Project or the successors       carried out pursuant to one or more sets of Contract
or assigns approved in writing by the Contracting               Documents.
Officer.
                                                                2.16 The term “provide” means furnish and install
2.7     The term “days” means calendar days.                    complete, in place and ready for operation and use.

2.8     The term “Director” means the Director of               2.17 The term “sample” means physical examples
Construction of the Design and Construction Group of            submitted by the Contractor of materials, equipment or
the Office of General Services who will have general            workmanship to establish a standard which the
direction and supervision of the Work.                          Contractor is required to meet and to show the quality,
                                                                type, range of color, finish, and texture of the material
                                                                intended to be furnished for the Work.

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                                                                 3.6     In the event of conflicting provisions within the
2.18 The term “shop drawing” means an original                   drawings, the following order of precedence for
drawing prepared by a Contractor, subcontractor,                 resolution of the conflict shall apply: the more specific
supplier or distributor which illustrates some portion of        provision will take precedence over the less specific; if
the Work showing fabrication, layout, fitting or erection        not resolved, the less stringent will take precedence over
details.                                                         the more stringent; if not resolved, the less expensive
                                                                 item will take precedence over the more expensive. On
2.19 The term “Site” means the area within the                   all drawings, figures take precedence over scaled
contract limit, as indicated by the Contract Documents,          dimensions.
including all land, buildings, structures and other things
located within those limits.                                     3.7     In the event of conflicting provisions within the
                                                                 specifications, the following order of precedence for
2.20   The term “State” means the State of New York.             resolution of the conflict shall apply: the more specific
                                                                 provision will take precedence over the less specific; if
2.21 The term “substantial completion” means that the            not resolved, the less stringent will take precedence over
Work is sufficiently complete so that the Work can be            the more stringent; if not resolved, the less expensive
used for the purpose for which it is intended.                   item will take precedence over the more expensive.

2.22 The term “Work” means all that which is required            3.8    If during the performance of the work, the
of the Contractor by the Contract Documents including            Contractor identifies a conflict in the Contract
labor, materials, tools and equipment.                           Documents, the Contractor shall promptly notify the
                                                                 Director’s Representative in writing of the conflict and
2.23 The term “Offerer” shall mean the individual or             advise of the course of action the Contractor proposes to
entity, or any employee, agent or consultant or person           follow. The Director’s Representative shall promptly
acting on behalf of such individual or entity, that              acknowledge the notification in writing and advise the
contacts a governmental entity about a governmental              Contractor, pursuant to Paragraph 3.2 of these General
procurement during the restricted period of such                 Conditions, as to the interpretation to be followed in the
governmental procurement.                                        performance of the Work.

         ARTICLE 3 - INTERPRETATION OF                                        ARTICLE 4 - SUBMITTALS
            CONTRACT DOCUMENTS
                                                                 4.1    The Contractor and the Director shall adhere to
3.1    The Contract Documents are complementary, and             the submittal and scheduling requirements specified in
what is called for by one shall be as binding as if called       Division 01 - General Requirements.
for by all. It is not intended to include work not properly
inferable from the Contract Documents.                           4.2    The Contractor shall approve all submittals before
                                                                 submitting them. By such approval, the Contractor
3.2    Upon the Contractor’s written request, the                represents that it has determined and verified field
Director’s    Representative   may     issue    written          measurements, field construction criteria, materials,
interpretation or drawings necessary for the proper              catalog numbers, and similar data and that it has checked
execution or progress of the Work which interpretation           and coordinated shop drawings, product data and
shall be consistent with and reasonably inferable from           samples with the requirements of the Contract
the Contract Documents.                                          Documents and that it has verified the completeness,
                                                                 correctness, and accuracy of the submittal.
3.3    The language of the Contract Documents is
directed at the Contractor unless specifically stated            4.3    The Director’s approval of shop drawings,
otherwise.                                                       product data and samples shall not relieve the Contractor
                                                                 of responsibility for any deviation from the requirements
3.4    The organization of the Specifications into               of the Contract Documents unless the Contractor has
divisions, sections and articles, and the arrangement of         informed the Director of the deviation in a separate
Drawings shall not control the Contractor in dividing the        writing at the time of submission and received written
Work among subcontractors or in establishing the extent          approval of the specific deviations. The Director’s
of Work to be performed by any trade.                            approval shall not relieve the Contractor from
                                                                 responsibility for errors or omissions in the shop
3.5    In the event of conflicting provisions in the             drawings, product data or samples.
Contract Documents, the drawings will take precedence
over the specifications.                                         4.4   Portions of the Work requiring shop drawings,
                                                                 product data or sample submittals shall not be



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commenced until the appropriate submittals have been              5.6     Where optional materials or methods are
approved by the Director.                                         specified, or where “or equal” submissions are approved,
                                                                  the Contractor shall make all adjustments to contingent
4.5     The Contractor shall deliver to the Director, in the      Work, whether the contingent Work be the Work of its
detail and form and at the time the Director shall require,       contract or the Work of other Contractor’s, necessary to
information concerning the Contractor’s operations and            accommodate the option or “or equal” product it selects
proposed operations upon the Project all in accordance            without extra or additional cost.
with Division 01 - General Requirements.
                                                                  5.7      Royalties and Patents: The Contractor shall pay
4.6     During the term of this Project, the Director may         all royalties and license fees. The Contractor shall
require any Contractor to modify any schedules which it           defend all suits or claims for infringement of any patent
has submitted either before or after they are approved so         rights and shall save the State harmless from loss on
that the Work of any Contract in furtherance of the               account thereof, except that the State shall be responsible
Project may be properly progressed and so that changes            for all such loss when a particular design, process or the
in the Work or the work of related contracts is properly          product of a particular manufacturer is specified.
reflected in the schedules.
                                                                       ARTICLE 6 - CONTRACTOR’S SUPERVISION
       ARTICLE 5 - MATERIALS AND LABOR
                                                                  6.1   The Contractor shall designate in writing a
5.1   All materials, equipment and articles used                  competent supervisor for the Work to represent the
permanently in the Work which become the property of              Contractor at the Site at all times with authority to act for
the State shall be new unless specifically stated                 the Contractor. All directions given the Contractor’s
otherwise.                                                        Representative shall be as binding as if given to the
                                                                  Contractor.
5.2    Except where specifically provided otherwise,
whenever any product is specified by brand name, i.e.,            6.2    Should the Director deem any employees of the
manufacturer’s or supplier’s name or trade name and               Contractor incompetent or negligent or for any cause
catalog or model number or name, the intent is not to             unfit for their duty, the Contractor shall dismiss them
limit competition but to establish a standard of quality          and they shall not again be employed on the Work.
which the Director has determined is necessary. The
words “or equal” shall be deemed inserted in each                 6.3    Before any part of the Contract shall be sublet or
instance. The Contractor may use any product equal to             material purchased, the Contractor shall submit to the
that named in the Contract Documents which is                     Director in writing the name of each proposed
approved by the Director and which meets the                      subcontractor and supplier and obtain the Director’s
requirements of the Contract Documents providing the              written consent to such subcontractor and supplier. The
Contractor gives timely notice of the Contractor’s intent         names shall be submitted in ample time to permit
in accordance with the submittal and scheduling                   acceptance or rejection of each proposed subcontractor
requirements of Division 01 - General Requirements.               and supplier by the Director without causing delay in the
                                                                  work of the Project. The Contractor shall promptly
5.3     The Contractor shall have the burden of proving           furnish such information as the Director may require
at the Contractor’s own cost and expense, to the                  concerning the proposed subcontractor’s and supplier’s
satisfaction of the Director, that the proposed product is        ability and qualifications, and Minority Business
equal to the named product. The Director may establish            Enterprises Status. Each request for approval of a
criteria for product approval.        The Director shall          subcontractor whose subcontract will be valued at
determine with absolute discretion whether a proposed             $10,000.00 or more shall also be accompanied by a New
product is to be approved.                                        York State Uniform Contracting Questionnaire properly
                                                                  completed and executed by the proposed subcontractor.
5.4     If the Contractor fails to comply with the
provisions of this Article, or if the Director determines         6.4    The Contractor’s use of subcontractors shall not
that the proposed product is not equal to that named, the         diminish the Contractor’s obligations to complete the
Contractor shall supply the product named.                        Work in accordance with the Contract. The Contractor
                                                                  shall control and coordinate the Work of its
5.5    The Contractor shall have and make no claim for            subcontractors.
the extension of time or for damages because the
Director requires a reasonable period of time to consider         6.5    The Contractor shall be responsible for informing
a product proposed by the Contractor or because the               its subcontractors and suppliers of all the terms,
Director disapproves such a product.                              conditions and requirements of the Contract Documents
                                                                  including, but not limited to these General Conditions
                                                                  and changes made by Addenda.

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                                                                  9.4    The Contractor shall furnish promptly without
            ARTICLE 7 - USE OF PREMISES                           additional charge all facilities, labor, material and
                                                                  equipment reasonably needed to perform in a safe and
7.1    If the Premises are occupied, the Contractor, its          convenient manner such inspections and tests as the
subcontractors, and their employees shall comply with             Director’s Representative requires.
the regulations governing access to, operation of, and
conduct while in or on the Premises and shall perform             9.5    The Contractor shall keep the Director’s
the Work in such a manner as not to unreasonably                  Representative informed of the progress of the
interrupt or interfere with the conduct of business.              Contractor’s Work and particularly when the Contractor
                                                                  intends to cover Work not yet inspected or tested. All
7.2   Any request received by the     Contractor from any         inspection and tests by the Director’s Representative
source other than the Director         or the Director’s          shall be performed in such manner as not to
Representative to change the Work     or its sequence shall       unreasonably delay the Work. The Contractor shall be
be referred to the Director’s         Representative for          charged with any additional cost of inspection when the
determination.                                                    Work is not ready at the time specified by the Director’s
                                                                  Representative for inspection.
7.3    The Contractor, its subcontractors and their
employees shall not have access to or be admitted to any          9.6    Should the Director’s Representative determine at
area of the Premises outside the Site except with the             any time before acceptance of the entire Work to
written permission of the Director’s Representative.              examine Work already completed by removing,
                                                                  uncovering or testing the same, the Contractor shall, on
    ARTICLE 8 - PERMITS AND COMPLIANCE                            request, promptly furnish all necessary facilities, labor,
                                                                  materials and equipment to conduct such inspection,
8.1    The Contractor shall obtain, maintain and pay for          examination or test. If such Work is found to be
all permits and licenses legally required and shall give all      defective or nonconforming in any material respect, the
notices, pay all fees and comply with all laws, rules and         Contractor shall defray all the expenses of such
regulations applicable to the Work at no additional cost.         examination and satisfactory reconstruction. If the Work
                                                                  is found to meet the requirements of the Contract
  ARTICLE 9 - INSPECTION AND ACCEPTANCE                           Documents, the Contractor shall be compensated for the
                                                                  additional services involved in such examination and
9.1     The Director’s Representative will inspect and            reconstruction by order on contract and, if completion of
test the Work at reasonable times at the Site, unless the         the Work has been delayed thereby, shall receive a
Director determines to make an inspection or test at a            suitable extension of time.
place of production, manufacture or shipment. Such
inspection or test shall be conclusive as to whether the          9.7    No previous inspection or certificates of payment
material and workmanship inspected or tested conforms             shall relieve the Contractor from the obligation to
to the requirements of the Contract. Such inspection or           perform the Work in accordance with the Contract
test shall not relieve the Contractor of responsibility for       Documents. The final payment shall not relieve the
damage to or loss of the material prior to acceptance, nor        Contractor of the responsibility for failing to comply
in any way affect the continuing rights of the Director to        with the Contract Documents.
reject the completed Work.
                                                                  9.8    The Contractor shall remedy all defects, paying
9.2    The Contractor shall, without charge, promptly             the cost of any damage to other Work or property of the
correct any Work the Director’s Representative finds              State resulting therefrom, which shall appear within a
does not conform to the Contract Documents unless in              period of one year from the date of physical completion.
the public interest the Director consents to accept such
Work with an appropriate adjustment on the Contract               9.9     Contractor warrants that Product(s) furnished
sum and/or to any terms and conditions of the contract.           pursuant to this Contract shall, when used in accordance
The Contractor shall promptly remove rejected material            with the Product documentation, be able to accurately
from the Premises.                                                process date/time data (including, but not limited to,
                                                                  calculating, comparing, and sequencing) transitions,
9.3    If the Contractor does not promptly correct                including leap year calculations. Where a Contractor
rejected Work including the work of other contractors             proposes or an acquisition requires that specific Products
destroyed or damaged by removal, replacement, or                  must perform as a package or system, this warranty shall
correction, the Director may (1) correct such Work and            apply to the Products as a system.
charge the cost thereof to the Contractor; or (2) terminate
the Contract in accordance with Article 13 of these                       9.9.1 Where Contractor is providing ongoing
General Conditions.                                               services, including but not limited to: i) consulting,
                                                                  integration, code or data conversion, ii) maintenance or

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support services, iii) data entry or processing, or iv)           disagreement. The Contracting Officer shall promptly
contract administration services (e.g. billing, invoicing,        review the Contractor’s letter and supporting
claim processing), Contractor warrants that services shall        documentation and advise the Contractor in writing of
be provided in an accurate and timely manner without              any modifications to the Order On Contract or of the
interruption, failure or error due to the inaccuracy of           confirmation of the Order On Contract as issued. The
Contractor’s business operations in processing date/time          Contracting Officer may, in the exercise of discretion,
data (including, but not limited to, calculating, comparing,      conduct informal discussions or meetings with the
and sequencing) various date/time transitions, including          Contractor and/or State Officials, employees or agents
leap year calculations. Contractor shall be responsible for       prior to rendering a decision.
damages resulting from any delays, errors or untimely
performance resulting therefrom, including but not limited        10.3 If the Contractor is required to perform Work for
to the failure or untimely performance of such services.          which the Contractor believes it is entitled to an order on
                                                                  contract, the Contractor shall give the Director prompt
        9.1.2 This Date/Time Warranty shall survive               written notice and await instructions before proceeding
beyond termination or expiration of this contract through:        to execute such Work. The Contractor shall thereafter
a) ninety (90) days or b) the Contractor’s or Product             proceed diligently with the performance of the contract
manufacturer/developer’s stated date/time warranty term,          in accordance with the Director’s instructions. The
whichever is longer. Nothing in this warranty statement           Contractor shall maintain complete cost records
shall be construed to limit any rights or remedies otherwise      including but not limited to time and payroll records,
available under this Contract for breach of warranty.             material invoices and delivery tickets, equipment rental
                                                                  and purchase invoices for itself and all subcontractors,
       ARTICLE 10 - ORDERS ON CONTRACT                            suppliers and material-men when the Contractor
              (CHANGE ORDERS)                                     performs work which the Contractor believes is extra or
                                                                  additional work. Failure to maintain such records shall
10.1 The State may make changes by altering, adding               waive any right to extra and additional costs beyond
to or deleting from the Work, and adjusting the Contract          those costs supported by actual cost records.
sum accordingly. All changed Work shall be executed in
conformity with the terms and conditions of the Contract          10.4 The Contracting Officer shall determine the value
Documents unless otherwise provided in the order on               of any order on contract by one or more of the methods
contract. Any change in the Contract sum or time for              provided in Division 01 - General Requirements..
completion of the described work of the Order On
Contract shall be contained in the Order on Contract.             10.5 Irrespective of the method used or to be used by
Any change in schedule resulting from an Order on                 the State in determining the value of a change order, the
Contract will be issued in accordance with the provisions         Contractor shall after receipt of a request, promptly
of Paragraphs 4.6 and 13.5 of these General Conditions.           submit to the State a detailed breakdown of the
                                                                  Contractor’s estimate of the value of the omitted or extra
10.2 No written or oral instructions shall be construed           work. The Contractor shall submit evidence, satisfactory
as directing a change in the Work unless in the form of           to the Contracting Officer, to substantiate each and every
an order on contract signed by the Contracting Officer.           item that constitutes his proposal for the change. The
The order on contract shall describe or enumerate the             State shall promptly respond to such submission.
Work to be performed, state the amount (if any) to be
added to or deducted from the Contract sum and state the          10.6 Unless otherwise specifically provided for in a
time allowed (if any) for the performance of the changed          change order, the compensation specified therein for
work. If the extent or cost of the Work is not                    extra work includes full payment for both the extra work
determinable until after the changed Work is performed,           covered thereby and for any damage or expense caused
the order on contract shall specify the method for                the Contractor by any delays to other work to be done
determining the cost and extent of the changed Work               under the Contract resulting from or on account of said
when completed. If the Contractor disagrees as to any             extra work, and the Contractor waives all rights to any
element of the order on contract, the Contractor shall            other compensation for said extra work, damage or
promptly indicate such disagreement in writing by                 expense.
certified mail directed to the Contracting Officer and
shall promptly proceed in accordance with the order on            10.7 No Order On Contract in an amount in excess of
contract. The Contractor’s letter of disagreement shall           twenty five thousand dollars or which creates any
identify by number the order on contract with which the           liability of any nature on the State shall be binding
Contractor is disagreeing, the elements with which the            unless approved by the Comptroller.
Contractor disagrees and a statement as to why there is a
disagreement on each element.            The letter of
disagreement shall be accompanied by documentation of
every material element of the Contractor’s basis for

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          ARTICLE 11 - SITE CONDITIONS
                                                                          13.2.2 If it is determined after the award of the
11.1 If the Contractor encounters subsurface or other             contract that there exists any cause of so serious or
latent physical conditions at the Site which differ               compelling a nature, including but not limited to,
substantially from those shown, described or indicated in         submission to a contracting agency of a false or
such information provided by the State or from any                misleading statement on a uniform questionnaire, or in
information which is a public record and which                    some other form in connection with a bid for or award of
subsurface or other latent physical condition could not           this or any other contract or a request for approval of a
have been reasonably anticipated from that information            subcontractor, that it raises questions about the present
or from the Contractor’s own inspection and examination           responsibility of a contractor or subcontractor, the Group
of the Site, the Contractor shall give immediate written          Director may terminate the Contract by written notice.
notice to the Director before any such condition is
disturbed. The Director shall promptly investigate and,           13.3 Liquidated Damages: The term “liquidated
if it is determined that the conditions substantially differ      damages” means the amount of money to be assessed
from those which should have been reasonably                      against the Contractor for delay in physical completion
anticipated, shall make such changes in the Drawings              of the Work. The amount of such damages shall be the
and Specifications as may be required. If necessary, the          product of $500.00 times the number of days of delay in
Contract sum and completion date shall be adjusted, to            physical completion of the work.
reflect any increase or decrease in the cost of, or time
required for, performance of the Contract.                               13.3.1 If the Group Director terminates the
                                                                  Contract, damages shall consist of liquidated damages, if
       ARTICLE 12 - SUSPENSION OF WORK                            any, until the Work is physically completed, plus any
                                                                  increased costs occasioned the State in completing the
12.1 The Director may order the Contractor in writing             Work.
to suspend, delay, or interrupt performance of all or any
part of the Work for a reasonable period of time as the                 13.3.2 If the Group Director does not terminate
Director may determine.                                           the Contract, the damages shall consist of liquidated
                                                                  damages, if any, until the Work is physically completed.
12.2 Upon receipt of a suspension order, the
Contractor shall, as soon as practicable, cease                   13.4 The Contract shall not be so terminated nor the
performance of the Work as ordered and take immediate             Contractor charged with resulting damage if:
affirmative measures to protect such Work from loss or
damage.                                                                   13.4.1 The delay in the completion of the Work
                                                                  arises from unforeseeable causes beyond the control and
12.3 The Contractor specifically agrees that a                    without the fault or negligence of the Contractor,
suspension, interruption or delay of the performance of           including but not restricted to, acts of God, acts of the
the Work pursuant to this Article for a period or periods         public enemy, acts of the State in either its sovereign or
not exceeding thirty days in total shall not increase the         contractual capacity, acts of another contractor in the
cost of performance of the Work of this Contract other            performance of a contract with the State, fires, floods,
than costs directly related to demobilization and                 epidemics, quarantine restrictions, strikes, freight
remobilization for the Work, temporary services costs,            embargoes, unusually severe weather, or delays of
equipment rental which can not be practically suspended           subcontractors or suppliers arising from unforeseeable
and temporary protection measures which are unusual               causes beyond the control and without the fault or
but necessary.                                                    negligence of both the Contractor and such
                                                                  subcontractors or suppliers, and
       ARTICLE 13 - TIME OF COMPLETION
        AND TERMINATION FOR CAUSE                                        13.4.2 The Contractor notifies the Director in
                                                                  writing of the causes of delay within 10 days from when
13.1 All time limits stated in the Contract are of the            the Contractor knew or ought to have known of any such
essence of the Contract.                                          delay.

13.2   Termination for Cause.                                     13.5 The Director will ascertain the facts and the
                                                                  extent of the delay and extend the time for completing
        13.2.1 If in the judgment of the Group Director,          the Work when, in the Director’s judgment, the findings
the Contractor fails or refuses to prosecute the Work in          of fact justify such an extension, and the Director’s
accordance with the Contract, or is failing to complete           findings of fact shall be final and conclusive on the
the Work within the time provided by the Contract, the            parties.
Group Director may terminate the Contract by written
notice.

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13.6 If after notice of termination of the Contract, it is         adjustment shall be made reducing the amount to be paid
determined for any reason the Contractor was not in                under this Article to reflect the indicated rate of loss.
default or that the delay was excusable, the rights and
obligations of the parties shall be the same as if the             14.2 In no event shall the Contractor’s compensation
notice of termination had been issued pursuant to the              exceed the total Contract amount.
termination for convenience clause.
                                                                   14.3 The detailed estimate or amount of progress
13.7 The rights and remedies of the State provided in              payments made to the Contractor prior to the day
this Article are in addition to any other rights and               termination was effective shall not be conclusive
remedies provided by law or under this Contract.                   evidence of costs incurred but progress payments shall
                                                                   be offset against any payment which the State makes to
13.8 The Governmental Entity, as defined in                        the Contractor as a result of such termination.
Paragraph 24.2.3 1.a. of these General Conditions,
reserves the right to terminate this contract in the event it                     ARTICLE 15 - DISPUTES
is found that the certification filed by the offerer in
accordance with New York State Finance Law §139-k                  15.1 DISPUTES: The Contractor specifically agrees
was intentionally false or intentionally incomplete.               to submit, in the first instance, any dispute or
Upon such finding, the Governmental Entity may                     disagreement relating to the performance of this Contract
exercise its termination right by providing written                to the Group Director, who shall render a decision in
notification to the offerer in accordance with the written         writing and furnish a copy thereof to the Contractor.
notification terms of the contract.                                The Contractor agrees that this clause does not apply to
                                                                   any dispute or disagreement which involves delay,
ARTICLE 14 - TERMINATION OF CONTRACTOR’S                           acceleration, interference or any other act or omission
EMPLOYMENT FOR THE CONVENIENCE OF THE                              constituting a breach of contract; any matter relating to
             STATE OF NEW YORK                                     extensions of time, bonuses or liquidated damages; to the
                                                                   value of any order on contract or field order (issued
14.1 The Group Director may terminate this Contract                pursuant to Division 01 - General Requirements); any
whenever the public interest so requires by delivering to          termination for cause or convenience; or to termination
the Contractor a notice of termination specifying the              costs allowable pursuant to contract.
extent to which performance of Work under the Contract
is terminated and the date upon which such termination             15.2 The Contractor must request such decision in
becomes effective. Upon receipt of the notice of                   writing by certified mail no more than fifteen days after
termination, the Contractor shall act promptly to                  the Contractor knew or ought to have known of the facts
minimize the expenses resulting from such termination.             which are the basis of the dispute or disagreement. Such
The State shall pay the Contractor the sum of:                     writing shall identify the nature of the dispute or
                                                                   disagreement; identify the person who rendered the
       14.1.1 The costs actually incurred by the                   decision or interpretation involved and the date of the
Contractor, subcontractors, and sub-subcontractors or              decision or interpretation with which the Contractor
their suppliers up to the effective date of such                   disputes or disagrees, attaching a copy of such decision
termination, and                                                   or interpretation; contain a statement of the contractual
                                                                   basis for the dispute or disagreement; and identify the
       14.1.2 The cost of settling and paying claims,              relief sought.
provided the concurrence of the Contracting Officer is
obtained prior to agreeing to any such settlement, arising         15.3 The Group Director may cause an investigation to
out of the termination of Work under subcontracts or               be made of the circumstances involving the dispute or
orders exclusive of the amounts paid or payable on                 disagreement and may cause a fact-finding proceeding to
account of supplies or materials delivered or services             be conducted before rendering the decision.
furnished by the subcontractor prior to the effective date
of the Notice of Termination of Work under this                    15.4 The Contractor agrees that the decision of the
Contract, which amounts shall be included in the cost on           Group Director shall be final and conclusive. Nothing in
account of which payment is made under 14.1.1 above,               this Contract shall be construed as making final the
and                                                                decision of any administrative official upon a question of
                                                                   law.
      14.1.3 An amount determined by adding to the
amount of the costs under 14.1.1 above a sum equal to                         ARTICLE 16 - STATUTORY
20% thereof, provided, however, that if it appears that                  REQUIREMENTS FOR UTILIZATION OF
the Contractor would have sustained a loss on the entire                   MINORITY AND WOMEN OWNED
Contract had it been completed, an appropriate                                 BUSINESS ENTERPRISES



(01/2008)                                                  007214 - 8
16.1 Pursuant to Section 313 of Article 15-A of the              Commissioner may file a complaint with the Executive
Executive Law of the State of New York, the Director of          Director of the Division of Minority and Women’s
the Division of Minority and Women’s Business                    Business Development in the event the Contractor fails
Development has promulgated rules and regulations                to comply with the Minority and Women Owned
(Parts 140 through 145 of Subtitle N of Title 9 New              Business participation requirements set forth in this
York Code of Rules and Regulations) (the                         Contract; and (5) the Commissioner may disqualify the
“Regulations”) for the purposes of ensuring that certified       Contractor’s bid or proposal as being non-responsive for
Minority and Women owned Business Enterprises shall              failure to remedy notified deficiencies contained in the
be given the opportunity for meaningful participation in         Contractor’s utilization plan after an administrative
the performance of State contracts and to facilitate the         hearing on the record, reviewing all grounds for
award of a fair share of State contracts and subcontracts        disqualification stated by the Commissioner and taking
to such business enterprises.                                    into consideration all the criteria set forth in Section 313
                                                                 of the Executive Law.
16.2 The Contractor shall make a good faith effort to
solicit active participation in the Work by enterprises                  16.5.2 The Contractor is referred to the entirety
identified in the directory of certified businesses              of the provisions of Section 316 of Article 15-A of the
obtainable from the Division of Minority and Women’s             Executive Law of the State of New York and of the
Business Development, New York State Department of               Regulations for the Contractor’s full familiarization with
Economic Development.                                            their applicable provisions as terms of this Contract.

16.3 The Contractor agrees, as a material condition of                            ARTICLE 17 -
this contract, to be bound by the provisions of Section               COORDINATION OF SEPARATE CONTRACTS
316 of Article 15-A of the Executive Law of the State of
New York which relates to the resolution of disputes             17.1 The State may award other contracts which affect
which may arise under this Article.                              the Work of this contract. In that event, the Contractor
                                                                 shall coordinate its Work with the work of other
16.4 The Contractor agrees to include the provisions of          contractors in such manner as the State may direct. Each
Paragraphs 16.2 and 16.3 of these General Conditions in          contractor shall control and coordinate the work of its
every subcontract it enters into as to Work in connection        subcontractors, if any. The State shall approve or
with this Contract in such a manner that the provisions          require the modification of the work schedules of all
will be binding upon such subcontractor. However, the            contractors to the end that the Project may be progressed
provisions of this paragraph shall not be binding upon           as expeditiously as the case permits.
the Contractor or its subcontractors in the performance
of work or the provision of services that are unrelated,         17.2 If any part of the Work depends for proper
separate or distinct from this Contract as expressed by its      execution or results upon the work of any other
terms.                                                           contractor, the Contractor shall inspect and promptly
                                                                 report in writing to the Director’s Representative any
16.5 The Regulations referred to in Paragraph 16.1 of            defects in such work. The Contractor’s failure to inspect
these General Conditions require, among other things,            and report shall constitute an acceptance of the other
that a bidder or proposer for a State contract submit a          contractor’s work as fit and proper for the reception of
utilization plan which shall identify certified Minority or      the Contractor’s Work.
Women Owned Business Enterprises which the
bidder/proposer intends to use in connection with the            17.3 The Director’s Representative shall issue
performance of the proposed State contract. Such a               appropriate directions and take such other measures to
utilization plan shall be submitted after bids are opened        coordinate and progress the Work as may be reserved to
but prior to contract award.                                     the State in the Contract, and which an ordinarily
                                                                 reasonable project owner in similar circumstances would
        16.5.1 Pursuant to the Regulations: (1) the              be expected to take.
Commissioner may require the submission by the
Contractor of compliance reports relating to the                 17.4 The award of more than one contract for the
implementation of and adherence to the utilization plan          Project requires sequential or otherwise interrelated
in performing the Contract; (2) the Commissioner shall           contractor operations, and will involve inherent delays in
allow the Contractor to apply for a partial or total waiver      the progress of any individual contractor’s work.
of the Minority and Women Owned Business                         Accordingly, the State does not guarantee the unimpeded
participation requirements; (3) the Contractor may file a        operations of any contractor.             The Contractor
complaint with the Executive Director of the Division of         acknowledges these conditions, and understands that the
Minority and Women’s Business Development regarding              Contractor shall bear the risk of all delays caused by the
a denial of a request for waiver of Minority and Women           presence or operations of other contractors engaged by
Owned Business participation requirements; (4) the

(01/2008)                                                007214 - 9
the State and delays attendant upon any State-approved                  17A.2.2        Extended delays attributable to the
construction schedule.                                          State in the review or issuance of orders-on-contract or
                                                                field orders, in shop drawing reviews and approvals or as
17.5 The State shall not be liable for delays which             a result of the cumulative impact of multiple orders on
occur by reason of any contractor’s failure to comply           contract, which constitute a qualitative change to the
with directions of the State or because of the neglect,         project work and which have a verifiable impact on
failure or inability of any contractor to perform its work      project costs.
efficiently.
                                                                      17A.2.3        The unavailability of the site for
17.6 The Contractor shall defend, indemnify and hold            such an extended period of time which the Director
the State harmless from any and all claims or judgments         determines to significantly affect the scheduled
of damages and from costs and expenses to which the             completion of the contract.
State may be subjected or which it may suffer or incur by
reason of or based upon an allegation of the Contractor’s               17A.2.4      The issuance by the Director of a
failure to promptly comply with the directions of the           stop work order relative to a substantial portion of work
Director’s Representatives.                                     for a period exceeding thirty days.

17.7 Should the Contractor sustain any damage                   17A.3 The Contractor shall provide “notice of claim” of
through any act or omission of any other contractor             an anticipated claim for delay to the Contracting Officer
having a contract with the State for the performance of         by personal service or certified mail no more than fifteen
work upon the Site of work which may be necessary to            days after the Contractor knew or ought to have known
be performed for the proper prosecution of the Work to          of the facts which form the basis of the claim. The
be performed hereunder, or through any act or omission          Contracting Officer shall acknowledge receipt of the
of a subcontractor of such contractor, the Contractor           Contractor’s notice, in writing, within five days. The
shall have no claim against the State for such damage,          Contractor agrees that the State shall have no liability for
but shall have a right to recover such damage from the          any damages which accrue more than fifteen days prior
other contractor under the provision similar to the             to the delivery or mailing of the required notice. The
following provision which has been or will be inserted in       notice shall at a minimum provide a description of any
the contract with such other contractors.                       operations that were, are being, or will be delayed, the
                                                                date(s) and reasons for the delay, and, to the extent
17.8 Should any other contractor having or who shall            known, the information required by Paragraph 17A.6 of
hereafter have a contract with the State for the                these General Conditions. In no case, shall oral notice to
performance of work upon the Site sustain any damage            the Director’s Representative or contracting officer
through any act or omission of the Contractor hereunder         constitute notice under this provision or be deemed to
or through any act or omission of any subcontractor of          constitute a waiver of the written notice requirement. In
the Contractor, the Contractor agrees to reimburse such         no case, shall written notice to the Director’s
other contractor for all such damages and to indemnify          Representative or any other individual other that the
and hold the State harmless from all such claims.               Contracting Officer constitute notice under this provision
                                                                or be deemed to constitute a waiver of the written notice
               ARTICLE 17A - DELAYS                             requirement. The Contracting Officer is located at the
                                                                following location:
17A.1 For the purposes of this contract, the term delay                Division of Contract Administration
includes delay, disruption, interference, inefficiencies,              Contracting Officer
impedance, hindrance and acceleration.                                 35th Floor, Corning Tower
                                                                       Albany, New York 12242
17A.2 The Contractor agrees to make claim only for
additional costs from causes listed below, attributable to      17A.4 Failure by the Contractor to adequately progress
delay in the performance of this contract, occasioned by        the completion of the work will be considered in
any act or omission to act by the State or any of its           determining the causes of delay. For any claim asserted
representatives. The Contractor also agrees that delay          under this Article, the Contractor shall keep detailed
from any other cause shall be compensated for solely by         written records of the costs and shall make them
an extension of time to complete the performance of the         available to the Contracting Officer at any time for the
work.                                                           purposes of audit and review. Failure by the Contractor
                                                                to provide the required written notice or to maintain and
       17A.2.1     The failure of the State to take             furnish records of the costs of such claims to the
reasonable measures to coordinate and progress the              Contracting Officer shall constitute a waiver of the
work.                                                           claim.




(01/2008)                                              007214 - 10
17A.5 The provisions of this Article apply only to
claims for extra or additional costs attributable to delay
and do not preclude determinations by the Director
allowing reimbursement for additional costs for extra
work pursuant to Article 10 of these General Conditions.




(01/2008)                                              007214 - 11
17A.6 REQUIRED CONTENT OF CLAIM                                           b.     That the amount of the claim and the claim
SUBMISSION                                                        itself accurately reflects what the Contractor in good
                                                                  faith believes to be the State’s liability.
       17A.6.1          As noted in Paragraph 17.A.3 of
these General Conditions, all claims for delay shall be                    17A.7. 2.     If the Contractor is an individual,
submitted in writing to the Contracting Officer and must          the certification shall be executed by that individual. If
be in sufficient detail to enable the Contracting Officer to      the Contractor is not an individual, the certification shall
ascertain the basis and the amount of each claim. The             be executed by a company official in charge of the
following information shall be provided by the                    Contractor’s operations pertaining to this contract or an
Contractor upon request of the Contracting Officer if not         officer or general partner of the Contractor having
previously supplied:                                              overall responsibility for the conduct of the Contractor’s
       a.       A description of the operations that were         affairs.
delayed, the reasons for the delay and an explanation of
how they were delayed.                                                    17A.7.3      Failure to timely comply with any
       b.       A detailed factual statement of the claim         of the requirements of Article 17A for the submission of
providing all necessary dates, locations and items of             any claim for delay may constitute grounds for denial of
work affected by the claim.                                       such claim.
       c.       An as-built chart, “Critical Path Method”
scheme or other diagram or chart depicting in graphic                  ARTICLE 18 - RESPONSIBILITY FOR DAMAGE
form how the operations were or are claimed to be
adversely affected including the report and conclusions           18.1 RESPONSIBILITY. The Contractor shall
of all engineering and scheduling experts or other                faithfully perform and complete all of the Work required
consultants, if any.                                              by the Contract, and has full responsibility for the
       d.       The date on which actions resulting in the        following risks:
claim occurred or conditions resulting in the claim
became evident.                                                           18.1.1 Loss or damage, direct or indirect, to any
       e.       A copy of the approved project schedule           property owned by the State or to the Work including the
and a copy of the “notice of claim” required for the              building or structure in which the Work is being
specific claim by Paragraph 17A.3 of these General                performed, or any other construction in progress whether
Conditions.                                                       being performed by any other contractor or the State, or
       f.        To the extent known, the name, function,         to any plant, equipment, tools, materials or property
and activity of each State official, employee or agent,           furnished, used, installed or received by the Director
involved in, or knowledgeable about facts that gave rise          under this Contract or any other contract.            The
to such claim.                                                    Contractor shall bear all such risk of loss or damage,
       g.       The name, function, and activity of each          until all of the Work covered by the Contract has been
Contractor or subcontractor officer, or employee,                 finally accepted. In the event of such loss or damage the
involved in, or knowledgeable about facts that gave rise          Contractor shall forthwith repair, replace, and make
to such claim.                                                    good any such loss or damage without additional cost.
       h.       The identification of any pertinent
documents, and the substance of any material oral                         18.1.2 Injury to persons (including death
communication relating to such claim.                             resulting therefrom), or damage to property caused by an
       i.       The amount of additional compensation             occurrence arising out of the performance of this
sought and a breakdown of that amount into the                    Contract for which the Contractor may be legally liable
categories specified in Division 01 - General                     under the laws of torts.
Requirements..
       j.       If an extension of time is also requested,        18.2 The Contractor, however, shall not be responsible
the specific number of days for which it is sought and            for damages resulting from faulty design or from willful
the basis for such request as determined by an analysis of        acts of State officials or employees or from negligence
the construction progress schedule.                               resulting solely from acts or omissions of the State, its
                                                                  officers or employees. Nothing herein shall vest in third
17A.7 REQUIRED CERTIFICATION OF CLAIMS                            parties in any right of action beyond such as may legally
                                                                  exist irrespective of this Article.
       17A.7.1       When submitting any notice of
claim or claim data, the Contractor must certify in               18.3 The Contractor shall indemnify and save harmless
writing and under oath:                                           the State, its employees and agents from suits, actions,
       a.     That supporting data is accurate and                damages, and costs of every name and description
complete to the Contractor’s best knowledge and belief;           relating to the performance of this Contract during its
                                                                  prosecution and until the acceptance thereof, and the
                                                                  State may retain such moneys from the amount due the

(01/2008)                                                007214 - 12
Contractor as may be necessary to satisfy any claim for         completion shall be made and the Contract modified in
damages recovered against the State. The Contractor’s           writing accordingly. The provisions relating to an
obligations under this paragraph shall not be deemed            adjustment in the Contract price or the time of
waived by the failure of the State to retain the whole or       completion contained in this paragraph shall not apply to
any part of such moneys due the Contractor, nor shall           occupancy or possession after substantial completion.
such obligation be deemed limited or discharged by the
enumeration or procurement of any insurance for                                ARTICLE 21 - PAYMENT
liability for damages imposed by law upon the
Contractor, subcontractor or the State.                         21.1 The Contractor shall submit monthly, or at more
                                                                frequent intervals if permitted in writing by the
            ARTICLE 19 - INSURANCE -                            Contracting Officer, a requisition for a progress payment
            WORKERS’ COMPENSATION                               for Work performed and materials furnished to the date
                                                                of the requisition, less any amount previously paid to the
19.1 The Contractor shall procure and maintain at his           Contractor. Except as otherwise provided by this
own expense and without expense to the State, until the         Contract, the Contracting Officer shall approve and
physical completion date, a policy covering the                 cause to be paid the requisition for the progress payment
obligations of the Contractor in accordance with the            less an amount necessary to satisfy any claims, liens or
Workers’ Compensation Law and the Disability Benefits           judgments against the Contractor which have not been
Law covering all operations under the Contract, whether         suitably discharged and less any amount authorized by
performed by the Contractor or by its subcontractor.            law to be retained. The requisition shall be in such form
                                                                and supported by such evidence as the Contracting
19.2 Before commencing the Work the Contractor                  Officer may reasonably require. The designated payment
shall furnish to the Contracting Officer a certificate or       office is listed as follows:
certificates of insurance, in a form satisfactory to the                Division of Contract Administration
Contracting Officer, showing that the Contractor has                    Bureau of Contract Performance
complied with this Article, which certificate or                        35th Floor, Corning Tower
certificates shall provide that the policies shall not be               Albany, New York 12242
changed, cancelled or coverage terminated for any
reason including expiration of the policy or non-payment               21.1.2 The submittal of cost for reimbursement to
of premiums until thirty days after written notice has          the Contractor shall be in such form and supported by
been received by the Contracting Officer. Any notice            such evidence as the Contracting Officer may reasonably
shall be mailed via certified or registered mail and            require.
addressed to:
        Division of Contract Administration                     21.2 The Director or the Contracting Officer may
        Director                                                refuse to approve the requisition or a portion of it if the
        35th Floor, Corning Tower                               Contractor is failing or refusing to prosecute the Work in
        Albany, New York 12242                                  accordance with the Contract.

       ARTICLE 20 - OCCUPANCY PRIOR TO                          21.3 Payment will be made for approved materials not
        COMPLETION AND ACCEPTANCE                               yet incorporated in the Work which are in short and/or
                                                                critical supply and for materials determined to be
20.1 The State shall have the right to take possession          specifically fabricated for the project. Requisitions
of or use any completed or partially completed portion of       which require payment for materials shall be
the Work. Written notice of such possession shall be            accompanied by a notarized statement certifying that the
given to the Contractor by the Director. The notice shall       materials for which payment is requisitioned are the
identify the date when such possession shall commence           Contractor’s property and have been suitably stored and
and the area, equipment or system involved. Written             insured. The Contractor shall provide such evidence of
notice shall also be given the Contractor for any               the value of the material stored as the Contracting
cessation of such possession by the State. Such                 Officer may reasonably require. The contractor shall
possession or use shall not be deemed an acceptance of          have full continuing responsibility to insure and protect
any Work. While the State is in such possession, the            such materials and maintain them in proper condition to
Contractor, notwithstanding the provisions of the clause        fulfill Contract requirements when installed.
of this Contract entitled “Responsibility For Damage”,
shall be relieved of the responsibility for loss or damage      21.4 When the Work is substantially completed, the
to the Work except for that resulting from the                  Contractor shall submit to the Contracting Officer a
Contractor’s fault or negligence. If such possession or         requisition for payment of the remaining amount of the
use by the State delays the progress of the Work or             Contract balance. Upon receipt of such requisition the
causes additional expense to the Contractor, an                 Contracting Officer shall, except as otherwise provided
adjustment in the Contract price and/or the time of             by this Contract, approve and cause to be paid the

(01/2008)                                              007214 - 13
remaining amount of the Contract balance less two times                  ARTICLE 22 - AUDITS AND RECORDS
the value of any remaining items to be completed and an
amount necessary to satisfy any claims, liens or                 22.1 The Group Director, the Comptroller or their
judgments against the Contractor which have not been             representatives shall have the right to examine all books,
suitably discharged. As the remaining items of Work are          records, documents, and other data of the Contractor,
satisfactorily completed or corrected, the Contracting           subcontractors, materialmen or suppliers relating to the
Officer shall cause to be paid, upon receipt of a                bidding, pricing or performance of this Contract or any
requisition, for these remaining items less an amount            change or modification thereto for the purpose of
necessary to satisfy any claims, liens or judgments              evaluating the accuracy, completeness, and currency of
against the Contractor which have not been suitably              the cost or pricing data submitted. This right of
discharged.                                                      examination shall extend to all documents necessary to
                                                                 permit adequate evaluation of the cost or pricing data
21.5 Not later than 30 days after the issuance of the            submitted along with the computations and projections
Physical Completion Report, the Contractor shall submit          used therein.
to the Contracting Officer a requisition for payment of
the remaining Contract balance. Upon receipt of this             22.2 The above materials shall be made available at
requisition, the Contracting Officer shall, except as            the office of the Contractor, subcontractors, material-
otherwise provided by this Contract, approve and cause           men or suppliers at all reasonable times for inspection,
such requisition to be paid less any amount necessary to         audit or reproduction until the expiration of six years
satisfy any claims, liens or judgments against the               from the date of the final certificate for the Contract.
Contractor which have not been suitably discharged.
The Contractor waives any claim or right to payment of           22.3 If this Contract is completely or partially
any contract balance which has not been requisitioned            terminated, the records relating to the Work terminated
for payment within 30 days of the issuance of the                shall be made available for a period of six years from the
Physical Completion Report.                                      date of any resulting final settlement.

21.6 The final certificate will not be issued until all the      22.4 Records which relate to the Disputes Clause of
labor and material required by the Contract has been             this Contract or litigation or the settlement of claims
furnished and completed, all disputes and claims relating        arising out of the performance of this Contract shall be
to the performance of the Contract considered and                made available until such appeals, litigation or claims
disposed of and all accounts for extra work and materials        have been disposed of.
and allowances for omissions have been rendered and
considered. The Contractor waives any claim or right to          22.5 The Contractor shall insert a clause containing all
additional compensation which has not been submitted in          of the provisions of Paragraphs 22.1 to 22.4 of these
writing via certified or registered mail to the Contracting      General Conditions in all subcontracts or purchase
Officer within 30 days of the issuance of the Physical           orders issued hereunder.
Completion Report.
                                                                 22.6 The Contractor shall make available to the
21.7 The final certificate will constitute the acceptance        Contracting Officer, upon written request, all records
of the Work by the State, except as to Work thereafter           required to be kept by this Contract or by Article 3-A of
found to be defective. The date of such certificate shall        the Lien Law. The failure to provide said records upon
be regarded as the date of acceptance of the Work.               the receipt of the written request shall bar any recovery
                                                                 for claimed extra or additional costs under this Contract.
21.8 No payment will be made to a foreign Contractor
until it furnishes satisfactory proof that it has paid all            ARTICLE 23 - MISCELLANEOUS PROVISIONS
taxes required of foreign Contractors under the
provisions of the New York State Tax Law. A foreign              23.1 Appendix A, standard clauses for all N.Y. State
Contractor as used in this paragraph shall mean a                contracts, is attached hereto and is made a part of this
Contractor denominated “foreign” by the New York                 agreement as if set forth herein.
State Tax Law.
                                                                 23.2 If, in carrying out this Work, a harmful dust
21.9 The contractor is advised that consistent with              hazard is created for which appliances or methods for the
Subdivision 3-a, of Section 220 of the Labor Law, the            elimination of harmful dust have been approved by the
filing of payroll records is a condition precedent to            Board of Standards and Appeals, then the Contractor
payment of any sums due and owing to any person                  shall install, maintain and effectively operate such
performing work on this project. The failure to file             appliances and methods during the life of this Contract;
pursuant to this section will result in a payment delay          and in case of Contractor’s failure to comply, as
until such time as the filing occurs.                            provided by Section 222-a of the Labor Law, the
                                                                 Contract shall be void.

(01/2008)                                               007214 - 14
                                                                  upgradings, demotion, transfer, layoff, or termination
23.3 RETAINED PERCENTAGES: The Contractor                         and rates of pay or other forms of compensation.
agrees that, if the Contract Documents for this Contract                  1.(b) At the request of the contracting agency,
includes Performance and Payment Bonds, the State                 the contractor shall request each employment agency,
shall retain five percent of the amount of each progress          labor union, or authorized representative of workers with
payment in accordance with Section 139-f of the State             which it has a collective bargaining or other agreement
Finance Law. The Contractor further agrees that, if the           or understanding, to furnish a written statement that such
Contract Documents for this Contract do not include               employment agency, labor union or representative will
Performance and Payment Bonds, the State shall retain             not discriminate on the basis of race, creed, color,
ten percent of the amount of each progress payment in             national origin, sex, age, disability or marital status and
accordance with Section 139-f of the State Finance Law.           that such union or representative will affirmatively
                                                                  cooperate in the implementation of the contractor’s
23.4 DOMESTIC STEEL: The Contractor agrees, that                  obligations herein.
if the value of this contract exceeds $100,000 all                        1.(c) The contractor shall state in all
structural steel, reinforcing steel and other major steel         solicitations or advertisements for employees, that, in the
items to be incorporated in the Work of this Contract             performance of the State contract, all qualified applicants
shall be produced and made in whole or substantial part           will be afforded equal employment opportunities without
in the United States, its territories or possessions.             discrimination because of race, creed, color, national
                                                                  origin, sex, age, disability or marital status.
23.5 COMMENCEMENT OF ACTIONS: The time,                                   2.     The contractor will include the provisions
as prescribed by law, within which an action on the               of subdivision 1, paragraphs (a), (b) and (c), of these
contract against the Contractor must be commenced shall           equal employment clauses in every subcontract except as
be computed from the date of the completion of physical           provided in subdivision four hereof, in such a manner
work. The Contractor may notify the State in writing              that the provisions will be binding upon each
that the physical work of the contract has been                   subcontractor as to work in connection with the State
completed by specifying a completion date, which date             contract.
shall be no more than thirty days previous to the date of                 3.     The provisions of these equal employment
such notice. The completion date set forth in such notice         clauses shall not be binding upon contractors or
shall be deemed the date of completion of the physical            subcontractors in the performance of work or the
work unless the State, within thirty days of receipt of           provision of services or any other activity that are
such notice, notifies the Contractor in writing of its            unrelated, separate or distinct from the State contract as
disagreement. Any notice pursuant to this paragraph               expressed by its terms.
shall be sent by the Contractor by Certified Mail and                     4.     The requirements of these equal
addressed to:                                                     employment clauses shall not apply to any employment
       Division of Contract Administration                        outside this State or application for employment outside
       Contracting Officer                                        this State or solicitations or advertisements therefor, or
       35th Floor, Corning Tower                                  any existing programs of affirmative action regarding
       Albany, New York 12242                                     employment outside this State and the effect of contract
                                                                  provisions required by subdivision 1, paragraphs (a), (b)
       23.5.1 In the event that the Contractor fails to           and (c), of these equal employment clauses shall be so
send the notice provided for herein or the State disagrees        limited.
in the manner provided for herein, the date of completion
of the physical work shall be determined in any other             23.7 LABOR LAW: The contractor shall post, in a
manner provided by law.                                           location designated by the State, a copy of the New York
                                                                  State Department of Labor schedules of prevailing wages
23.6 EQUAL EMPLOYMENT OPPORTUNITIES                               and supplements for this Project, a copy of all
FOR MINORITY GROUP MEMBERS AND WOMEN:                             redeterminations of such schedules for the Project, the
During the performance of this contract, the contractor           Workers’ Compensation Law Section 51 notice, all other
specifically agrees, as required by the provisions of             notices required by law to be posted at the Site, the
Executive Law Article 15-A, Section 312, that:                    Department of Labor notice that this Project is a public
       1.(a) The contractor will not discriminate                 work project on which each worker is entitled to receive
against employees or applicants for employment because            the prevailing wages and supplements for the occupation
of race, creed, color, national origin, sex, age, disability      at which he or she is working, and all other notices
or marital status, and will undertake or continue existing        which the State directs the contractor to post. The
programs of affirmative action to ensure that minority            contractor shall provide a surface for such notices which
group members and women are afforded equal                        is satisfactory to the State. The contractor shall maintain
employment opportunities without discrimination. For              such notices in a legible manner and shall replace any
purposes of this article, affirmative action shall mean           notice or schedule which is damaged, defaced, illegible
recruitment, employment, job assignment, promotion,               or removed for any

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reason. The contractor shall post such notices before            department of labor’s occupational safety and health
commencing any Work on the Site and shall maintain               administration that is at least ten hours in duration.
such notices until all Work on the Site is complete.
                                                                 23.12 LABOR LAW: In accordance with Chapter 629
23.8 LABOR LAW: The contractor shall distribute to               of the Laws of 2007, the contractor and every sub-
each worker for this Contract a notice, in a form                contractor agrees to notify all laborers, workers or
provided by the State, that this Project is a public work        mechanics in their employ in writing of the prevailing
project on which each worker is entitled to receive the          rate of wage for their particular job classification. Such
prevailing wage and supplements for the occupation at            notification shall be given to every laborer, worker or
which he or she is working. Worker includes employees            mechanic on their first pay stub and with every pay stub
of contractor and all Subcontractors and all employees of        thereafter. At the beginning of performance of every
Suppliers entering the Site. Such notice shall be                public works contract, and with the first paycheck after
distributed to each worker before he or she starts               July first of each year, the contractor and every sub-
performing any Work of this Contract. At the time of             contractor shall notify all laborers, workers, and
distribution, the contractor shall have each worker sign a       mechanics in their employ in writing, in accordance with
statement, in a form provided by the State, certifying that      such form as is prescribed by the department, of the
the worker has received the notice required by this              telephone number and address for the department. The
section, which signed statement shall be maintained with         notice shall also inform each laborer, worker, or
the payroll records required by Paragraph 23.9 of these          mechanic of his or her right to contact the department or
General Conditions.                                              some other representative if, at any time while working
                                                                 for the public works contractor or sub-contractor, he or
23.9 LABOR LAW: The contractor shall maintain on                 she does not receive the proper prevailing rate of wages
the Site the original certified payroll or certified             or supplements for his or her particular job classification
transcripts thereof which the contractor and all of its          that he or she is entitled to receive under the contract.
Subcontractors are required to maintain pursuant to New
York Labor Law Section 220. The contractor shall                 23.13 WORKER’S COMPENSATION LAW: In
maintain with the payrolls or transcripts thereof, the           accordance with Worker’s Compensation Law (WCL)
statements signed by each worker pursuant to Paragraph           §141-b (Suspension and Debarment), any person subject
23.8 of these General Conditions.                                to a final assessment of civil fines or penalties or a stop-
                                                                 work order, or that has been convicted of a misdemeanor
23.10 LABOR LAW: A contractor or subcontractor                   for a violation of WCL §§ 26 (Enforcement of Payment
who is required under New York Labor Law Section 220             in Default), 52 (Effect of Failure to Secure
to maintain transcripts of payroll records must submit to        Compensation) or 131 (Payroll Records), and any
the contracting agency a transcript of the original payroll      substantially-owned affiliated entity of such person, shall
record within thirty days of issuance of its first payroll       be ineligible to submit a bid on or be awarded any such
and every thirty days, thereafter. The copy of the payroll       public work contract or subcontract with the State, any
record must be subscribed and affirmed as true under             municipal corporation or public body for a period of one
penalty of perjury. The copy must include the contract           (1) year from the final determination or conviction. Any
number and should be directed to the Director’s                  person convicted of a felony under Article 8
Representative at the job site. The Directors                    (Administration) of the WCL, or a misdemeanor under
Representative is hereby designated as the individual            WCL §§125 (Job Description Prohibited Based on Prior
responsible for the receipt, collection and review for           Receipt of Benefits) and 125-a (Civil Enforcement) shall
authenticity of payroll records filed for this contract,         be ineligible to submit a bid or be awarded any public
consistent with Article 23.10, General Conditions and            work contract or subcontract with the State, any
subparagraph (iii) and (iv) Section 220 Labor Law.               municipal corporation or public body for a period of five
                                                                 (5) years from such conviction.
23.11 LABOR LAW: In accordance with Chapter 282
of the Laws of 2007 and effective on July 18, 2008, the          23.14 ENVIRONMENTAL CONSERVATION LAWS:
contractor agrees where the total cost of all work to be         The Contractor certifies and warrants that all heavy duty
performed under the contract is at least two hundred fifty       vehicles, as defined in New York State Environmental
thousand dollars; all laborers, workers, and mechanics           Law (ECL) section 19-0323, to be used under this
employed in the performance of this contract on the              Contract, will comply with the specifications and
public work site, either by the contractor, sub-contractor       provisions of ECL section 19-0323 and any regulations
or other person doing or contracting to do the whole or a        promulgated pursuant thereto, which requires the use of
part of the work contemplated by this contract, shall be         BART and ULSD, unless specifically waived by
certified prior to performing any work on the project as         NYSDEC. Qualification for a waiver under this law will
having successfully completed a course in construction           be the responsibility of the Contractor.
safety and health approved by the United States



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23.15 REPORTING OF ILLEGAL ACTIVITY: During                      the Offerer is the only source capable of supplying the
the term of the contract, the Contractor agrees to report        required Article of Procurement within the necessary
any observed or suspected illegal activity of its                timeframe. The required forms to be completed by the
employees, agents or other third parties, to the                 offerer must be submitted to the Governmental Entity
Contracting Officer, the Group Director, OGS Legal               conducting the government procurement.               The
Services, the State Inspector General or other law               Governmental Entity will have included the disclosure
enforcement agency. Failure to report criminal conduct           request in its solicitation of proposals or bid documents
associated with a contract awarded by the Office of              or specifications of contract documents, as applicable,
General Services, will be considered a material breach of        for procurement contracts.
the contract and may provide grounds for
disqualification of the subject Contractor or                            24.2.3 New York State Finance Law §139-j.
Subcontractor for award of future contracts. The                 places restrictions on contacts during the procurement
Contractor will include the provisions of this section in        process.
every subcontract, in such a manner that the provisions                  1.       For the purposes of this section, the
will be binding upon each Subcontractor as to work               following terms will have the following meanings unless
performed in connection with the State contract.                 specified otherwise.
                                                                         a.       “Governmental entity” shall mean: (1) any
                                                                 department, board, bureau, commission, division, office,
ARTICLE 24 - STATUTORY REQUIREMENTS FOR                          council, committee or officer of the state, whether
  RESTRICTIONS ON CONTACTS DURING THE                            permanent or temporary; (2) each house of the state
PROCUREMENT PROCESS AND DISCLOSURE OF                            legislature; (3) the unified court system; (4) any public
CONTACTS AND RESPONSIBILITY OF OFFERERS                          authority, public benefit corporation or commission
       MISCELLANEOUS PROVISIONS                                  created by or existing pursuant to the public authorities
                                                                 law; (5) any public authority or public benefit
24.1 New York State Finance Law §139-k requires that             corporation, at least one of whose members is appointed
every procurement contract award subject to the                  by the governor or who serves as a member by virtue of
provisions of State Finance Law §139-k or §139-j shall           holding a civil office of the state; (6) a municipal agency,
contain a certification by the offerer that all information      as that term is defined in paragraph (ii) of subdivision (s)
provided to the procuring governmental agency with               of section one-c of the legislative law; or (7) a subsidiary
respect to State Finance Law §139-k is complete, true            or affiliate of such a public authority.
and accurate.        The Contractor shall provide that                   b.       “Article of procurement” shall mean a
certification in his contract or agreement.                      commodity, service, technology, public work,
                                                                 construction, revenue contract, the purchase, sale or
24.2   New York State Finance Law                                lease of real property or an acquisition or granting of
                                                                 other interest in real property, that is the subject of a
       24.2.1 New York State Finance Law § 139-k(2)              governmental procurement.
obligates a Governmental Entity to obtain specific                       c.       “Contacts” shall mean any oral, written or
information     regarding   prior     non-responsibility         electronic communication with a governmental entity
determinations. This information must be collected in            under circumstances where a reasonable person would
addition to the information that is separately obtained          infer that the communication was intended to influence
pursuant to State Finance Law § 163 (9). In accordance           the governmental procurement.
with State Finance Law § 139-k, an offerer must be                       d.       “Proposal” shall mean any bid, quotation,
asked to disclose whether there has been a finding of            offer or response to a governmental entity’s solicitation
non-responsibility made within the previous four (4)             of submissions relating to a procurement.
years by any Governmental Entity due to: (a) a violation                 e.       “Governmental procurement” shall mean:
of State Finance Law § 139-j or (b) the intentional              (i) the preparation or terms of the specifications, bid
provision of false or incomplete information to a                documents, request for proposals, or evaluation criteria
Governmental Entity.                                             for a procurement contract, (ii) solicitation for a
                                                                 procurement contract, (iii) evaluation of a procurement
       24.2.2 As part of its responsibility determination,       contract, (iv) award, approval, denial or disapproval of a
State Finance Law § 139-k(3) mandates consideration of           procurement contract, or (v) approval or denial of an
whether an offerer fails to timely disclose or complete          assignment, amendment (other than amendments that are
information regarding the above non-responsibility               authorized and payable under the terms of the
determination. In accordance with law, no procurement            procurement contract as it was finally awarded or
contract shall be awarded to any offerer that fails to           approved by the comptroller, as applicable), renewal or
timely disclose accurate or complete information under           extension of a procurement contract, or any other
this section, unless a finding is made that the award of         material change in the procurement contract resulting in
the Procurement Contract to the Offerer is necessary to          a financial benefit to the offerer.
protect public property or public health safety, and that

(01/2008)                                               007214 - 17
        f.      “Restricted period” shall mean the period        would be prohibited by subdivision five of section
of time commencing with the earliest written notice,             seventy-three or section seventy-four of the public
advertisement or solicitation of a request for proposal,         officers law, or of other applicable ethics code
invitation for bids, or solicitation of proposals, or any        provisions that are equivalent to subdivision five of
other method for soliciting a response from offerers             section seventy-three or section seventy-four of the
intending to result in a procurement contract with a             public officers law where the public officials that are
governmental entity with the final contract award and            involved in the governmental procurement are not
approval by the governmental entity and, where                   subject to subdivision five of section seventy-three or
applicable, the state comptroller.                               section seventy-four of the public officers law;
        g.      “Procurement contract” shall mean any                    3.      Each offerer that contacts a governmental
contract or other agreement for an article of procurement        entity about a governmental procurement shall only
involving an estimated annualized expenditure in excess          make permissible contacts with respect to the
of fifteen thousand dollars. Grants, article eleven-B state      governmental procurement, which shall mean that the
finance law contracts, intergovernmental agreements,             offerer:
railroad and utility force accounts, utility relocation                  a.      shall contact only the persons or persons
project agreements or orders and eminent domain                  who may be contacted by offerers as designated by the
transactions shall not be deemed procurement contracts.          governmental entity pursuant to paragraph a of
        h.      “Offerer” shall mean the individual or           subdivision two of this section relative to the
entity, or any employee, agent or consultant or person           governmental procurement, except that the following
acting on behalf of such individual or entity, that              contacts are exempted from the provisions of this
contacts a governmental entity about a governmental              paragraph: (1) the submission of written proposals in
procurement during the restricted period of such                 response to a request for proposals, invitation for bids or
governmental procurement.                                        any other method for soliciting a response from offerers
        i.      “Revenue contract” shall mean any written        intending to result in a procurement contract; (2) the
agreement between a governmental entity, as that term is         submission of written questions to a designated contact
defined in subparagraphs one, four, five, six or seven of        set forth in a request for proposals, or invitation for bids,
paragraph a of this subdivision, and an offerer whereby          or any other method for soliciting a response from
the governmental entity gives or grants a concession or a        offerers intending to result in a procurement contract,
franchise.                                                       when all written questions and responses are to be
        j.      “Unified court system” shall, for the            disseminated to all offerers who have expressed an
purposes of this section only, mean the unified court            interest in the request for proposals, or invitation for
system of the state of New York, or the office of court          bids, or any other method for soliciting a response from
administration, where appropriate, other than town and           offerers intending to result in a procurement contract; (3)
village justice courts in jurisdictions with a population        participation in a conference provided for in a request for
under fifty thousand, when it acts solely in an                  proposals, invitation for bids, or any other method for
administrative capacity to engage in governmental                soliciting a response from offerers intending to result in
procurements and shall not include the unified court             a procurement contract; (4) complaints by an offerer
system or any court of the state judiciary when it acts to       regarding the failure of the person or persons designated
hear and decide cases of original or appellate jurisdiction      by the procuring governmental entity pursuant to this
or otherwise acts in its judicial, as opposed to                 section to respond in a timely manner to authorized
administrative, capacity.                                        offerer contacts made in writing to the office of general
        2.      Every governmental entity that undertakes        counsel of the procuring governmental entity, provided
a governmental procurement shall:                                that any such written complaints shall become a part of
        a.      designate,   with      regard    to   each       the procurement record; (5) offerers who have been
governmental procurement, a person or persons who                tentatively awarded a contract and are engaged in
may be contacted by offerers relative to the                     communications with a governmental entity solely for
governmental procurement;                                        the purpose of negotiating the terms of the procurement
        b.      make any determinations on any                   contract after being notified of tentative award; (6)
governmental procurement: (1) in a manner consistent             contacts between designated governmental entity staff of
with the principles provided for under subdivision two of        the procuring governmental entity and an offerer to
section one hundred sixty-three of this chapter, or, if the      request the review of a procurement contract award; (7)
governmental entity is a public benefit corporation, as          (a) contacts by offerers in protests, appeals or other
that term is defined in section sixty-six of the general         review proceedings (including the apparent successful
construction law, and the majority of the members                bidder or proposer and his or her representatives) before
consist of persons either appointed by the governor or           the governmental entity conducting the procurement
who serve as members by virtue of holding a civil office         seeking a final administrative determination, or in a
of the state, the procurement guidelines adopted pursuant        subsequent judicial proceeding; or (b) complaints of
to section twenty-eight hundred seventy-nine of the              alleged improper conduct in a governmental
public authorities law, and (2) free from any conduct that       procurement to the attorney general, inspector general,

(01/2008)                                               007214 - 18
district attorney, or court of competent jurisdiction; or (c)      of this section into their solicitation of proposals or bid
written protests, appeals or complaints to the state               documents or specifications for all procurement
comptroller’s office during the process of contract                contracts.
approval, where the state comptroller’s approval is                        b.      Every governmental entity shall seek
required by law, and where such communications and                 written affirmations from all offerers as to the offerer’s
any responses thereto are made in writing and shall be             understanding of and agreement to comply with the
entered in the procurement record pursuant to section              governmental entity’s procedures relating to permissible
one hundred sixty-three of the state finance law; or (d)           contacts during a governmental procurement pursuant to
complaints of alleged improper conduct in a                        subdivision three of this section.
governmental procurement conducted by a municipal                          7.      Notwithstanding any law to the contrary,
agency or local legislative body to the state comptroller’s        prior to conducting an award of a procurement contract,
office; provided, however, that nothing in this                    a governmental entity conducting a governmental
subdivision shall be construed as recognizing or creating          procurement shall make a final determination of
any new rights, duties or responsibilities or abrogating           responsibility of the proposed awardee in accordance
any existing rights, duties or responsibilities of any             with paragraph f of subdivision nine of section one
governmental entity as it pertains to implementation and           hundred sixty-three of this chapter, or, if the
enforcement of article eleven of the state finance law or          governmental entity is a public benefit corporation, as
any other provision of law dealing with the                        that term is defined in section sixty-six of the general
governmental procurement process.                                  construction law, and the majority of the members
        b.      shall not attempt to influence the                 consist of persons either appointed by the governor or
governmental procurement in a manner that would result             who serve as members by virtue of holding a civil office
in a violation or an attempted violation of subdivision            of the state, according to the procurement guidelines
five of section seventy-three or section seventy-four of           adopted pursuant to subparagraph (iii) of paragraph (b)
the public officers law, or of other applicable ethics code        of subdivision three of section twenty-eight hundred
provisions that are equivalent to subdivision five of              seventy-nine of the public authorities law; provided,
section seventy-three or section seventy-four of the               however, that nothing in this subdivision shall be
public officers law where the public officials that are            construed as abrogating or diminishing any existing
involved in the governmental procurement are not                   rights, duties or responsibilities of any governmental
subject to subdivision five of section seventy-three or            entity as it pertains to determinations of responsibility.
section seventy-four of the public officers law;                           8.      Any member, officer or employee of a
        4.      Violations of paragraph a of subdivision           governmental entity who becomes aware that an offerer
three of this section shall include any contacts during the        has violated the provisions of subdivision three of this
restricted period of a governmental procurement between            section with regard to permissible contacts during any
the offerer and any member, officer or employee of any             governmental procurement shall immediately notify the
governmental entity other than the entity conducting the           ethics officer, inspector general, if any, or other official
governmental procurement; provided, however, that                  of the procuring governmental entity responsible for
nothing in this section shall be deemed to prohibit an             reviewing or investigating such matters. If an offerer
offerer from communicating with a member of the state              violates the provisions of subdivision three of this
legislature or legislative staff about a governmental              section with regard to permissible contacts at a
procurement being conducted by a governmental entity               governmental entity other than the governmental entity
other than the state legislature, or a member of the state         conducting the governmental procurement, the member,
legislature or legislative staff contacting a governmental         officer or employee who becomes aware of the violation
entity about a governmental procurement being                      shall notify the ethics officer, inspector general, if any,
conducted by a governmental entity other than the state            or other official of the governmental entity responsible
legislature, provided that the member of the state                 for reviewing or investigating such matters where that
legislature or legislative staff is acting in their official       member, officer or employee works, who shall in turn
capacity.                                                          notify the ethics officer, inspector general, if any, or
        5.      Governmental entity staff may consult the          other official of the procuring governmental entity
model guidelines that may be established by the advisory           responsible for reviewing or investigating such matters at
council on procurement lobbying pursuant to section                the procuring governmental entity.
one-t of the legislative law in implementing this section.                 9.      Every governmental entity shall establish a
        6.      a.      Every governmental entity shall            process for review by its ethics officer, inspector general,
incorporate a summary of the policy and prohibitions               if any, or other official responsible for reviewing or
regarding permissible contacts during a governmental               investigating any allegations of violations of the
procurement pursuant to subdivision three of this                  provisions of subdivision three of this section with
section, and copies of rules and regulations and                   regard to permissible contacts on governmental
applicable governmental entity guidelines and                      procurements, and for the imposition of sanctions if such
procedures regarding permissible contacts during a                 violations have been found to exist.
governmental procurement pursuant to subdivision three

(01/2008)                                                 007214 - 19
        10.     a.     Upon notification of any allegation        section, the governmental entity shall notify the office of
of a violation of the provisions of subdivision three of          general services, which shall keep a list of all offerers
this section with regard to permissible contacts on               who have been determined to be nonresponsible bidders
governmental procurements, the governmental entity’s              or debarred due to violations of this section; the office of
ethics officer, inspector general, if any, or other official      general services shall make publicly available such list
of the procuring governmental entity responsible for              and shall publish such list on its web site.
reviewing or investigating such matters shall                             c.     If a violation of the provisions of
immediately investigate such allegation and, if sufficient        subdivision three of this section is found to have
cause exists to believe that such allegation is true, shall       knowingly and willfully occurred, then the ethics officer
give the offerer reasonable notice that an investigation is       or inspector general, if any, or other official of the
ongoing and an opportunity to be heard in response to             procuring governmental entity responsible for reviewing
the allegation.                                                   or investigating such matters shall report instances of
        b.      A finding that an offerer has knowingly           employee violation of the guidelines and procedures
and willfully violated the provisions of subdivision three        regarding implementation of subdivision two of this
of this section shall result in a determination of non-           section to the governmental entity’s head.
responsibility for such offerer, and such offerer and its                 11.    Nothing in this section shall be deemed to
subsidiaries, and any related or successor entity with            prevent: (a) contacts by offerers in protests, appeals or
substantially similar function, management, board of              other review proceedings (including the apparent
directors, officers and shareholders (hereinafter, for the        successful bidder or proposer and his or her
purposes of this paragraph “offerer”), shall not be               representatives) before the governmental entity
awarded the procurement contract, unless the                      conducting the procurement seeking a final
governmental entity finds that the award of the                   administrative determination, or in a subsequent judicial
procurement contract to the offerer is necessary to               proceeding; or (b) complaints of alleged improper
protect public property or public health or safety, and           conduct in a governmental procurement to the attorney
that the offerer is the only source capable of supplying          general, inspector general, district attorney, or court of
the required article of procurement within the necessary          competent jurisdiction; or (c) written protests, appeals or
timeframe, provided, that the governmental entity shall           complaints to the state comptroller’s office during the
include in the procurement record a statement describing          process of contract approval, where the state
the basis for such a finding. Any subsequent                      comptroller’s approval is required by law, and where
determination of non-responsibility due to violation of           such communications and any responses thereto are
this section within four years of a determination of non-         made in writing and shall be entered in the procurement
responsibility due to a violation of this section shall           record pursuant to section one hundred sixty-three of the
result in the offerer being rendered ineligible to submit a       state finance law; or (d) complaints of alleged improper
proposal on or be awarded any procurement contract for            conduct in a governmental procurement conducted by a
a period of four years from the date of the second final          municipal agency or local legislative body to the state
determination. Every governmental entity shall ensure             comptroller’s office; provided, however, that nothing in
that its solicitations of proposals for procurement               this subdivision shall be construed as recognizing or
contracts require offerers to disclose findings of non-           creating any new rights, duties or responsibilities or
responsibility due to violations of the provisions of             abrogating any existing rights, duties or responsibilities
subdivision three of this section within the previous four        of any governmental entity as it pertains to
years by any governmental entity. The failure of offerers         implementation and enforcement of article eleven of the
to timely disclose accurate and complete information or           state finance law or any other provision of law dealing
otherwise cooperate with the governmental entity in               with the governmental procurement process.
administering this provision shall be considered by the
governmental entity in its determination of                               24.2.4 State Finance Law§139-k. requires
responsibility; provided, further, that the governmental          disclosure of contacts and responsibility of offerers.
entity shall not award a contract to an offerer who fails                 1.     For purposes of this section, the following
to timely disclose accurate and complete information or                terms will have the following meanings unless
otherwise cooperate with the governmental entity in                    specified otherwise.
administering this provision unless the governmental                      a.     “Governmental entity” shall mean: (1) any
entity finds that the award of the procurement contract to        department, board, bureau, commission, division, office,
the offerer is necessary to protect public property or            council, committee or officer of the state, whether
public health or safety, and that the offerer is the only         permanent or temporary; (2) each house of the state
source capable of supplying the required article of               legislature; (3) the unified court system; (4) any public
procurement within the necessary timeframe, provided,             authority, public benefit corporation or commission
that the governmental entity shall include in the                 created by or existing pursuant to the public authorities
procurement record a statement describing the basis for           law; (5) a public authority or public benefit corporation,
such a finding. Upon a determination of non-                      at least one of whose members is appointed by the
responsibility or debarment due to a violation of this            governor or who serves as a member by virtue of holding

(01/2008)                                                007214 - 20
a civil office of the state; (6) municipal agency, as that        the governmental entity gives or grants a concession or a
term is defined in paragraph (ii) of subdivision (s) of           franchise.
section one-c of the legislative law; or (7) a subsidiary or              j.     “Unified court system” shall, for the
affiliate of such a public authority.                             purposes of this section only, mean the unified court
        b.      “Article of procurement” shall mean a             system of the state of New York, or the office of court
commodity, service, technology, public work,                      administration, where appropriate, other than town and
construction, revenue contract, the purchase, sale or             village justice courts in jurisdictions with a population
lease of real property or an acquisition or granting of           under fifty thousand, when it acts solely in an
other interest in real property, that is the subject of a         administrative capacity to engage in governmental
governmental procurement.                                         procurements and shall not include the unified court
        c.      “Contacts” shall mean any oral, written or        system or any court of the state judiciary when it acts to
electronic communication with a governmental entity               hear and decide cases of original or appellate jurisdiction
under circumstances where a reasonable person would               or otherwise acts in its judicial, as opposed to
infer that the communication was intended to influence            administrative, capacity.
the governmental procurement.                                             2.     Each governmental entity shall ensure that
        d.      “Proposal” shall mean any bid, quotation,         solicitation of proposals or bid documents or
offer or response to a governmental entity’s solicitation         specifications, or contract documents, as applicable, for
of submissions relating to a procurement.                         procurement contracts shall require offerers to disclose
        e.      “Governmental procurement” shall mean:            findings of non-responsibility made within the previous
(i) the preparation or terms of the specifications, bid           four years by any governmental entity where such prior
documents, request for proposals, or evaluation criteria          finding of non-responsibility was due to: (a) a violation
for a procurement contract, (ii) solicitation for a               of section one hundred thirty-nine-j of this article, or, (b)
procurement contract, (iii) evaluation of a procurement           the intentional provision of false or incomplete
contract, (iv) award, approval, denial or disapproval of a        information to a governmental entity.
procurement contract, or (v) approval or denial of an                     3.     The failure of an offerer to timely disclose
assignment, amendment (other than amendments that are             accurate or complete information to a governmental
authorized and payable under the terms of the                     entity pursuant to subdivision two of this section shall be
procurement contract as it was finally awarded or                 considered by such governmental entity in its
approved by the comptroller, as applicable), renewal or           determination of the responsibility of such offerer. No
extension of a procurement contract, or any other                 procurement contract shall be awarded to any such
material change in the procurement contract resulting in          offerer, its subsidiaries, and any related or successor
a financial benefit to the offerer.                               entity with substantially similar function, management,
        f.      “Restricted period” shall mean the period         board of directors, officers and shareholders (hereinafter,
of time commencing with the earliest written notice,              for the purposes of this subdivision, “offerer”), unless
advertisement or solicitation of a request for proposal,          the governmental entity finds that the award of the
invitation for bids, or solicitation of proposals, or any         procurement contract to the offerer is necessary to
other method for soliciting a response from offerers              protect public property or public health or safety, and
intending to result in a procurement contract with a              that the offerer is the only source capable of supplying
governmental entity with the final contract award and             the required article of procurement within the necessary
approval by the governmental entity and, where                    timeframe, provided, that the governmental entity shall
applicable, the state comptroller.                                include in the procurement record a statement describing
        g.      “Procurement contract” shall mean any             the basis for such a finding.
contract or other agreement for an article of procurement                 4.     Upon any contact in the restricted period,
involving an estimated annualized expenditure in excess           the governmental entity shall obtain the name, address,
of fifteen thousand dollars. Grants, article eleven-B state       telephone number, place of principal employment and
finance law contracts, intergovernmental agreements,              occupation of the person or organization making the
railroad and utility force accounts, utility relocation           contact and inquire and record whether the person or
project agreements or orders and eminent domain                   organization making such contact was the offerer or was
transactions shall not be deemed procurement contracts.           retained, employed or designated by or on behalf of the
        h.      “Offerer” shall mean the individual or            offerer to appear before or contact the governmental
entity, or any employee, agent or consultant or person            entity about the governmental procurement. All recorded
acting on behalf of such individual or entity, that               contacts shall be included in the procurement record for
contacts a governmental entity about a governmental               the procurement contract.
procurement during the restricted period of such                          5.     Any procurement contract award subject
governmental procurement.                                         to the provisions of this section and section one hundred
        i.      “Revenue contract” shall mean any written         thirty-nine-j of this article shall contain a certification by
agreement between a governmental entity, as that term is          the offerer that all information provided to the procuring
defined in subparagraphs one, four, five, six or seven of         governmental entity with respect to this section is
paragraph a of this subdivision, and an offerer whereby           complete, true and accurate, and each such procurement

(01/2008)                                                007214 - 21
contract shall contain a provision authorizing the                       6.     Any communications received by a
governmental entity to terminate such contract in the            governmental entity from members of the state
event such certification is found be intentionally false or      legislature, or legislative staffs, when acting in their
intentionally incomplete. The governmental entity shall          official capacity, shall not be considered to be a
include in the procurement record a statement describing         “contact” within the meaning of this section and shall not
the basis for any action taken pursuant to such                  be recorded by a governmental entity pursuant to this
termination provision.                                           section.




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NEW YORK STATE OFFICE OF GENERAL SERVICES                                                                                APPENDIX A
                                                                                            STANDARD CLAUSES FOR NYS CONTRACTS



                                                          TABLE OF CLAUSES

1.     Executory Clause .................................. 23                 12.   Equal Employment Opportunities for
                                                                                    Minorities and Women ..........................25
2.     Non-Assignment Clause........................ 23
                                                                              13.   Conflicting Terms..................................25
3.     Comptroller’s Approval ........................ 23
                                                                              14.   Governing Law ......................................25
4.     Workers’ Compensation Benefits ......... 23
                                                                              15.   Late Payment .........................................25
5.     Non-Discrimination Requirements ....... 23
                                                                              16.   No Arbitration .......................................25
6.     Wage and Hours Provisions .................. 23
                                                                              17.   Service of Process..................................25
7.     Non-Collusive Bidding Requirement.... 23
                                                                              18.   Prohibition of Purchase of Tropical
8.     International Boycott Prohibition.......... 24                               Hardwoods.............................................26

9.     Set-Off Rights ....................................... 24              19.   MacBride Fair Employment Principles .26

10.    Records.................................................. 24           20.   Omnibus Procurement Act of 1992 .......26

11.    Identifying Information and Privacy                                    21.   Reciprocity and Sanctions Provisions ...26
       Notification ........................................... 24
                                                                              22.   Purchases of Apparel .............................27




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NEW YORK STATE OFFICE OF GENERAL SERVICES                                                                  APPENDIX A
                                                                                  STANDARD CLAUSES FOR NYS CONTRACTS

    STANDARD CLAUSES FOR NYS CONTRACTS                            other State and Federal statutory and constitutional non-
       The parties to the attached contract, license, lease,      discrimination provisions, the Contractor will not
amendment or other agreement of any kind (hereinafter,            discriminate against any employee or applicant for
“the contract” or “this contract”) agree to be bound by           employment because of race, creed, color, sex, national
the following clauses which are hereby made a part of             origin, sexual orientation, age, disability, genetic
the contract (the word “Contractor” herein refers to any          predisposition or carrier status, or marital status.
party other than the State, whether a contractor, licenser,       Furthermore, in accordance with Section 220-e of the
licensee, lessor, lessee or any other party):                     Labor Law, if this is a contract for the construction,
                                                                  alteration or repair of any public building or public work
1. EXECUTORY CLAUSE. In accordance with                           or for the manufacture, sale or distribution of materials,
Section 41 of the State Finance Law, the State shall have         equipment or supplies, and to the extent that this contract
no liability under this contract to the Contractor or to          shall be performed within the State of New York,
anyone else beyond funds appropriated and available for           Contractor agrees that neither it nor its subcontractors
this contract.                                                    shall, by reason of race, creed, color, disability, sex, or
                                                                  national origin: (a) discriminate in hiring against any
2. NON-ASSIGNMENT CLAUSE. In accordance                           New York State citizen who is qualified and available to
with Section 138 of the State Finance Law, this contract          perform the work; or (b) discriminate against or
may not be assigned by the Contractor or its right, title or      intimidate any employee hired for the performance of
interest therein assigned, transferred, conveyed, sublet or       work under this contract. If this is a building service
otherwise disposed of without the previous consent, in            contract as defined in Section 230 of the Labor Law,
writing, of the State and any attempts to assign the              then, in accordance with Section 239 thereof, Contractor
contract without the State’s written consent are null and         agrees that neither it nor its subcontractors shall by
void. The Contractor may, however, assign its right to            reason of race, creed, color, national origin, age, sex or
receive payment without the State’s prior written consent         disability: (a) discriminate in hiring against any New
unless this contract concerns Certificates of Participation       York State citizen who is qualified and available to
pursuant to Article 5-A of the State Finance Law.                 perform the work; or (b) discriminate against or
                                                                  intimidate any employee hired for the performance of
3. COMPTROLLER’S APPROVAL. In accordance                          work under this contract. Contractor is subject to fines
with Section 112 of the State Finance Law (or, if this            of $50.00 per person per day for any violation of Section
contract is with the State University or City University of       220-e or Section 239 as well as possible termination of
New York, Section 355 or Section 6218 of the Education            this contract and forfeiture of all moneys due hereunder
Law), if this contract exceeds $50,000 (or the minimum            for a second or subsequent violation.
thresholds agreed to by the Office of the State
Comptroller for certain S.U.N.Y. and C.U.N.Y.                     6. WAGE AND HOURS PROVISIONS. If this is a
contracts), or if this is an amendment for any amount to a        public work contract covered by Article 8 of the Labor
contract which, as so amended, exceeds said statutory             Law or a building service contract covered by Article 9
amount, or if, by this contract, the State agrees to give         thereof, neither Contractor’s employees nor the
something other than money when the value or                      employees of its subcontractors may be required or
reasonably estimated value of such consideration                  permitted to work more than the number of hours or days
exceeds $10,000, it shall not be valid, effective or              stated in said statutes, except as otherwise provided in
binding upon the State until it has been approved by the          the Labor Law and as set forth in prevailing wage and
State Comptroller and filed in his office. Comptroller’s          supplement schedules issued by the State Labor
approval of contracts let by the Office of General                Department.        Furthermore, Contractor and its
Services is required when such contracts exceed $85,000           subcontractors must pay at least the prevailing wage rate
(State Finance Law Section 163.6.a).                              and pay or provide the prevailing supplements, including
                                                                  the premium rates for overtime pay, as determined by the
4. WORKERS’ COMPENSATION BENEFITS. In                             State Labor Department in accordance with the Labor
accordance with Section 142 of the State Finance Law,             Law.
this contract shall be void and of no force and effect
unless the Contractor shall provide and maintain                  7.               NON-COLLUSIVE                BIDDING
coverage during the life of this contract for the benefit of      CERTIFICATION. In accordance with Section 139-d
such employees as are required to be covered by the               of the State Finance Law, if this contract was awarded
provisions of the Workers’ Compensation Law.                      based upon the submission of bids, Contractor affirms,
                                                                  under penalty of perjury, that its bid was arrived at
5.   NON-DISCRIMINATION REQUIREMENTS.                             independently and without collusion aimed at restricting
To the extent required by Article 15 of the Executive             competition. Contractor further affirms that, at the time
Law (also known as the Human Rights Law) and all                  Contractor submitted its bid, an authorized and


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NEW YORK STATE OFFICE OF GENERAL SERVICES                                                                 APPENDIX A
                                                                                 STANDARD CLAUSES FOR NYS CONTRACTS

responsible person executed and delivered to the State a         agreeable and reasonable venue within the State, for the
non-collusive bidding certification on Contractor’s              term specified above for the purposes of inspection,
behalf.                                                          auditing and copying. The State shall take reasonable
                                                                 steps to protect from public disclosure any of the
8. INTERNATIONAL BOYCOTT PROHIBITION.                            Records which are exempt from disclosure under Section
In accordance with Section 220-f of the Labor Law and            87 of the Public Officers Law (the “Statute”) provided
Section 139-h of the State Finance Law, if this contract         that:    (i) the Contractor shall timely inform an
exceeds $5,000, the Contractor agrees, as a material             appropriate State official, in writing, that said records
condition of the contract, that neither the Contractor nor       should not be disclosed; and (ii) said records shall be
any substantially owned or affiliated person, firm,              sufficiently identified; and (iii) designation of said
partnership or corporation has participated, is participa-       records as exempt under the Statute is reasonable.
ting, or shall participate in an international boycott in        Nothing contained herein shall diminish, or in any way
violation of the federal Export Administration Act of            adversely affect, the State’s right to discovery in any
1979 (50 USC App. Sections 2401 et seq.) or regulations          pending or future litigation.
thereunder. If such Contractor, or any of the aforesaid
affiliates of Contractor, is convicted or is otherwise           11.        IDENTIFYING INFORMATION AND
found to have violated said laws or regulations upon the         PRIVACY NOTIFICATION.                    (a) FEDERAL
final determination of the United States Commerce                EMPLOYER IDENTIFICATION NUMBER and/or
Department or any other appropriate agency of the                FEDERAL SOCIAL SECURITY NUMBER.                        All
United States subsequent to the contract’s execution,            invoices or New York State standard vouchers submitted
such contract, amendment or modification thereto shall           for payment for the sale of goods or services or the lease
be rendered forfeit and void. The Contractor shall so            of real or personal property to a New York State agency
notify the State Comptroller within five (5) business            must include the payee’s identification number, i.e., the
days of such conviction, determination or disposition of         seller’s or lessor’s identification number. The number is
appeal (2NYCRR 105.4).                                           either the payee’s Federal employer identification
                                                                 number or Federal social security number, or both such
9. SET-OFF RIGHTS. The State shall have all of its               numbers when the payee has both such numbers. Failure
common law, equitable and statutory rights of set-off.           to include this number or numbers may delay payment.
These rights shall include, but not be limited to, the           Where the payee does not have such number or numbers,
State’s option to withhold for the purposes of set-off any       the payee, on its invoice or New York State standard
moneys due to the Contractor under this contract up to           voucher, must give the reason or reasons why the payee
any amounts due and owing to the State with regard to            does not have such number or numbers.
this contract, any other contract with any State
department or agency, including any contract for a term          (b) PRIVACY NOTIFICATION. (1) The authority to
commencing prior to the term of this contract, plus any          request the above personal information from a seller of
amounts due and owing to the State for any other reason          goods or services or a lessor of real or personal property,
including, without limitation, tax delinquencies, fee            and the authority to maintain such information, is found
delinquencies or monetary penalties relative thereto.            in Section 5 of the State Tax Law. Disclosure of this
The State shall exercise its set-off rights in accordance        information by the seller or lessor to the State is
with normal State practices including, in cases of set-off       mandatory.     The principal purpose for which the
pursuant to an audit, the finalization of such audit by the      information is collected is to enable the State to identify
State agency, its representatives, or the State                  individuals, businesses and others who have been
Comptroller.                                                     delinquent in filing tax returns or may have understated
                                                                 their tax liabilities and to generally identify persons
10. RECORDS. The Contractor shall establish and                  affected by the taxes administered by the Commissioner
maintain complete and accurate books, records,                   of Taxation and Finance. The information will be used
documents, accounts and other evidence directly                  for tax administration purposes and for any other
pertinent to performance under this contract (hereinafter,       purpose authorized by law.
collectively, “the Records”). The Records must be kept            (2) The personal information is requested by the
for the balance of the calendar year in which they were          purchasing unit of the agency contracting to purchase the
made and for six (6) additional years thereafter. The            goods or services or lease the real or personal property
State Comptroller, the Attorney General and any other            covered by this contract or lease. The information is
person or entity authorized to conduct an examination, as        maintained in New York State’s Central Accounting
well as the agency or agencies involved in this contract,        System by the Director of Accounting Operations, Office
shall have access to the Records during normal business          of the State Comptroller, 110 State Street, Albany, New
hours at an office of the Contractor within the State of         York 12236.
New York or, if no such office is available, at a mutually


(06/2006)                                                007214 - 25
NEW YORK STATE OFFICE OF GENERAL SERVICES                                                                 APPENDIX A
                                                                                 STANDARD CLAUSES FOR NYS CONTRACTS

12. EQUAL EMPLOYMENT OPPORTUNITIES                               improvements thereon (the “Work”) except where the
FOR MINORITIES AND WOMEN. In accordance                          Work is for the beneficial use of the Contractor. Section
with Section 312 of the Executive Law, if this contract          312 does not apply to: (i) work, goods or services
is: (i) a written agreement or purchase order instrument,        unrelated to this contract; or (ii) employment outside
providing for a total expenditure in excess of                   New York State; or (iii) banking services, insurance
$25,000.00, whereby a contracting agency is committed            policies or the sale of securities. The State shall consider
to expend or does expend funds in return for labor,              compliance by a contractor or subcontractor with the
services, supplies, equipment, materials or any                  requirements of any federal law concerning equal
combination of the foregoing, to be performed for, or            employment opportunity which effectuates the purpose
rendered or furnished to the contracting agency; or (ii) a       of this section. The contracting agency shall determine
written agreement in excess of $100,000.00 whereby a             whether the imposition of the requirements of the
contracting agency is committed to expend or does                provisions hereof duplicate or conflict with any such
expend funds for the acquisition, construction,                  federal law and if such duplication or conflict exists, the
demolition, replacement, major repair or renovation of           contracting agency shall waive the applicability of
real property and improvements thereon; or (iii) a written       Section 312 to the extent of such duplication or conflict.
agreement in excess of $100,000.00 whereby the owner             Contractor will comply with all duly promulgated and
of a State assisted housing project is committed to              lawful rules and regulations of the Governor’s Office of
expend or does expend funds for the acquisition,                 Minority and Women’s Business Development
construction, demolition, replacement, major repair or           pertaining hereto.
renovation of real property and improvements thereon
for such project, then:                                          13. CONFLICTING TERMS. In the event of a
                                                                 conflict between the terms of the contract (including any
(a)    The Contractor will not discriminate against              and all attachments thereto and amendments thereof) and
employees or applicants for employment because of race,          the terms of this Appendix A, the terms of this Appendix
creed, color, national origin, sex, age, disability or           A shall control.
marital status, and will undertake or continue existing
programs of affirmative action to ensure that minority           14. GOVERNING LAW. This contract shall be
group members and women are afforded equal                       governed by the laws of the State of New York except
employment opportunities without discrimination.                 where the Federal supremacy clause requires otherwise.
Affirmative action shall mean recruitment, employment,
job assignment, promotion, upgradings, demotion,                 15. LATE PAYMENT. Timeliness of payment and
transfer, layoff, or termination and rates of pay or other       any interest to be paid to Contractor for late payment
forms of compensation;                                           shall be governed by Article 11-A of the State Finance
                                                                 Law to the extent required by law.
(b) at the request of the contracting agency, the
Contractor shall request each employment agency, labor           16. NO ARBITRATION. Disputes involving this
union, or authorized representative of workers with              contract, including the breach or alleged breach thereof,
which it has a collective bargaining or other agreement          may not be submitted to binding arbitration (except
or understanding, to furnish a written statement that such       where statutorily authorized), but must, instead, be heard
employment agency, labor union or representative will            in a court of competent jurisdiction of the State of New
not discriminate on the basis of race, creed, color,             York.
national origin, sex, age, disability or marital status and
that such union or representative will affirmatively             17. SERVICE OF PROCESS. In addition to the
cooperate in the implementation of the contractor’s              methods of service allowed by the State Civil Practice
obligations herein; and                                          Law & Rules (“CPLR”), Contractor hereby consents to
                                                                 service of process upon it by registered or certified mail,
(c) the Contractor shall state, in all solicitations or          return receipt requested. Service hereunder shall be
advertisements for employees, that, in the performance           complete upon Contractor’s actual receipt of process or
of the State contract, all qualified applicants will be          upon the State’s receipt of the return thereof by the
afforded equal employment opportunities without                  United States Postal Service as refused or undeliverable.
discrimination because of race, creed, color, national           Contractor must promptly notify the State, in writing, of
origin, sex, age, disability or marital status.                  each and every change of address to which service of
                                                                 process can be made. Service by the State to the last
Contractor will include the provisions of “a”, “b”, and          known address shall be sufficient. Contractor will have
“c” above, in every subcontract over $25,000.00 for the          thirty (30) calendar days after service hereunder is
construction, demolition, replacement, major repair,             complete in which to respond.
renovation, planning or design of real property and


(06/2006)                                                007214 - 26
NEW YORK STATE OFFICE OF GENERAL SERVICES                                                                APPENDIX A
                                                                                STANDARD CLAUSES FOR NYS CONTRACTS

18.       PROHIBITION ON PURCHASE OF                            A directory of certified minority and women-owned
TROPICAL HARDWOODS. The Contractor certifies                    business enterprises is available from:
and warrants that all wood products to be used under this
contract award will be in accordance with, but not                     NYS Department of Economic Development
limited to, the specifications and provisions of State                 Division of Minority and Women’s Business
Finance Law §165. (Use of Tropical Hardwoods) which                    Development
prohibits purchase and use of tropical hardwoods, unless               30 South Pearl St -- 2nd Floor
specifically exempted, by the State or any governmental                Albany, New York 12245
agency or political subdivision or public benefit                      Telephone: 518-292-5250
corporation. Qualification for an exemption under this                 Fax: 518-292-5803
law will be the responsibility of the contractor to                    http://www.empire.state.ny.us
establish to meet with the approval of the State.
                                                                The Omnibus Procurement Act of 1992 requires that by
In addition, when any portion of this contract involving        signing this bid proposal or contract, as applicable,
the use of woods, whether supply or installation, is to be      Contractors certify that whenever the total bid amount is
performed by any subcontractor, the prime Contractor            greater than $1 million:
will indicate and certify in the submitted bid proposal
that the subcontractor has been informed and is in              (a) The Contractor has made reasonable efforts to
compliance with specifications and provisions regarding          encourage the participation of New York State Business
use of tropical hardwoods as detailed in §165 State              Enterprises as suppliers and subcontractors, including
Finance Law. Any such use must meet with the approval            certified minority and women-owned business
of the State; otherwise, the bid may not be considered           enterprises, on this project, and has retained the
responsive. Under bidder certifications, proof of                documentation of these efforts to be provided upon
qualification for exemption will be the responsibility of        request to the State;
the Contractor to meet with the approval of the State.
                                                                (b) The Contractor has complied with the Federal Equal
19.         MACBRIDE        FAIR      EMPLOYMENT                 Opportunity Act of 1972 (P.L. 92-261), as amended;
PRINCIPLES. In accordance with the MacBride Fair
Employment Principles (Chapter 807 of the Laws of               (c) The Contractor agrees to make reasonable efforts to
1992), the Contractor hereby stipulates that the                 provide notification to New York State residents of
Contractor either (a) has no business operations in              employment opportunities on this project through listing
Northern Ireland, or (b) shall take lawful steps in good         any such positions with the Job Service Division of the
faith to conduct any business operations in Northern             New York State Department of Labor, or providing such
Ireland in accordance with the MacBride Fair                     notification in such manner as is consistent with existing
Employment Principles (as described in Section 165 of            collective bargaining contracts or agreements. The
the New York State Finance Law), and shall permit                Contractor agrees to document these efforts and to
independent monitoring of compliance with such                   provide said documentation to the State upon request;
principles.                                                      and

20. OMNIBUS PROCUREMENT ACT OF 1992. It                         (d) The Contractor acknowledges notice that the State
is the policy of New York State to maximize oppor-               may seek to obtain offset credits from foreign countries
tunities for the participation of New York State business        as a result of this contract and agrees to cooperate with
enterprises, including minority and women-owned                  the State in these efforts.
business enterprises as bidders, subcontractors and
suppliers on its procurement contracts.                         21.         RECIPROCITY           AND       SANCTIONS
                                                                PROVISIONS. Bidders are hereby notified that if their
Information on the availability of New York State               principal place of business is located in a country,
subcontractors and suppliers is available from:                 nation, province, state or political subdivision that
                                                                penalizes New York State vendors, and if the goods or
      NYS Department of Economic Development                    services they offer will be substantially produced or
      Division for Small Business                               performed outside New York State, the Omnibus
      30 South Pearl St -- 7th Floor                            Procurement Act 1994 and 2000 amendments (Chapter
      Albany, New York 12245                                    684 and Chapter 383, respectively) require that they be
      Telephone: 518-292-5220                                   denied contracts which they would otherwise obtain.
      Fax: 518-292-5884                                         NOTE: As of May 15, 2002, the list of discriminatory
      http://www.empire.state.ny.us                             jurisdictions subject to this provision includes the states
                                                                of South Carolina, Alaska, West Virginia, Wyoming,


(06/2006)                                               007214 - 27
NEW YORK STATE OFFICE OF GENERAL SERVICES                                                    APPENDIX A
                                                                         STANDARD CLAUSES FOR NYS CONTRACTS

Louisiana and Hawaii. Contact NYS Department of
Economic Development for a current list of jurisdictions
subject to this provision.

22. PURCHASES OF APPAREL. In accordance with
State Finance Law 162 (4-a), the State shall not purchase
any apparel from any vendor unable or unwilling to
certify that: (i) such apparel was manufactured in
compliance with all applicable labor and occupational
safety laws, including, but not limited to, child labor
laws, wage and hours laws and workplace safety laws,
and (ii) vendor will supply, with its bid (or, if not a bid
situation, prior to or at the time of signing a contract with
the State), if known, the names and addresses of each
subcontractor and a list of all manufacturing plants to be
utilized by the bidder.

                 END OF DOCUMENT




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