DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

A REQUIREMENTS AGREEMENT

between

BOARD OF EDUCATION OF THE CITY SCHOOL DISTRICT

OF THE CITY OF NEW YORK

and

NYC SCHOOL SUPPORT SERVICES, INC.

Effective as of July 1, 2020

Relating to the performance of school support/custodial Services by NYC School Support

Services, Inc. for the New York City Department of Education

FINAL VERSION. Thursday, April 30, 2020

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Table of Contents

ARTICLE 1. DEFINITIONS; RULES OF INTERPRETATION .............................. 4

ARTICLE 2. TERM; RENEWALS ............................................................................. 10

ARTICLE 3. CONFLICTS AND TERMS OF AGREEMENT; INFORMATIONAL

APPENDICES; EXHIBITS ........................................................................................... 11

ARTICLE 4. SCOPE OF SERVICES; REPORTS .................................................... 11

ARTICLE 5. PAYMENT .............................................................................................. 21

ARTICLE 6. SUBCONTRACTS.................................................................................. 26

ARTICLE 7. WAGES; PERSONNEL CLEARANCE............................................... 28

ARTICLE 8. INDEMNIFICATION ............................................................................ 31

ARTICLE 9. INSURANCE ........................................................................................... 33

ARTICLE 10. SPACE; VEHICLES .............................................................................. 39

ARTICLE 11. APPLICABLE LAWS AND REGULATIONS .................................... 39

ARTICLE 12. RECORDS, EVALUATION, AUDIT, REPORTS, POLICIES ......... 40

ARTICLE 13. TERMINATION ..................................................................................... 42

ARTICLE 14. CONFIDENTIALITY ............................................................................ 44

ARTICLE 15. MISCELLANEOUS PROVISIONS...................................................... 47

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5/11/2020
A REQUIREMENTS AGREEMENT (“Agreement”) dated as of ________________,
2020, between the Board of Education of the City School District of the City of New York (“Board
of Education,” “Board,” “BOE,” “New York City Department of Education,” “Department,”
“DOE” and/or “NYCDOE”), a municipal corporation and city school district organized and
existing according to the laws of the State of New York, with principal offices located at the Tweed
Courthouse, 52 Chambers Street, New York, NY 10007-1222, and NYC School Support Services,
Inc. (“Corporation”), a not-for-profit corporation organized and existing according to the laws of
the State of New York, with principal offices located at 321 West 44th Street, Suite 601, New York,
New York, 10036 (herein, each is expressed as a “Party,” and both are expressed collectively as
“Parties”).

R E C I T A L S

WHEREAS, the BOE endeavors to centralize the employment of certain custodial

assistants and the provision through those custodial assistants of non-pedagogical school
support/custodial Services by a single not-for-profit corporation in order to facilitate savings
through private management and standardization; and,

WHEREAS, the Corporation is a not-for-profit corporation formed to benefit the residents

of the City of New York (“City”) and the students, student families/guardians and other
stakeholders of the New York City School District exclusively for charitable purposes to provide
non-pedagogical support Services to the BOE; and,

WHEREAS, the BOE procured the Corporation pursuant to the BOE Procurement Policy
and Procedures section 3-08(b)(4) (Negotiated Services), having determined that, under the
circumstances, it would be in the best interest of the BOE; and,

WHEREAS, the BOE desires to retain the Corporation to perform non-pedagogical school
support/custodial Services as more fully described in this Agreement and the Corporation desires
to perform the same;

NOW, THEREFORE, the Parties agree as follows:

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ARTICLE 1. DEFINITIONS; RULES OF INTERPRETATION

1.1 Definitions. Except as otherwise provided herein, as used in this Agreement capitalized
terms have the following meanings:

(a) “Accommodation Cost” means the costs of Workforce lodging, meals and/or bever-
ages associated with any travel and/or otherwise that such personnel may undertake in
the course of the Services. Accommodation Costs shall not include meals, snacks
and/or non-alcoholic beverages supplied by the BOE Office of School Food under a
budget for such costs approved in advance in writing by the Chancellor.

(b) “Affiliate” means, with respect to a Party, any Person directly or indirectly Controlling,
Controlled by or Under Common Control with, such Party.

(c) “Agreement” means this requirements agreement and all amendments, modifications,
and supplements and all incorporated attachments, exhibits, and appendices.

(d) “Board of Education,” “Board,” “BOE,” “New York City Department of Education,”
“Department,” “DOE” and/or “NYCDOE” mean the Board of Education of the City
School District of the City of New York, a discrete domestic municipal corporation and
city school district under the laws of the State of New York. “DOE” and “NYCDOE”
are abbreviations for “New York City Department of Education,” all three of which are
informal “doing business as” (“dba”) names of the Board of Education of the City
School District of the City of New York.

(e) “BOE Affiliate(s)” means and includes, but shall not necessarily be limited to, New
York City School Construction Authority, New York City Educational Construction
Fund, the Fashion Institute of Technology, the Fund for the Public Schools, Inc., Justice
Resource Center, Inc., and Virtual Enterprises International, Inc.

(f) “BOE Facility” means any and all of the BOE-operated 3-K and pre-kindergarten
centers, primary schools, elementary schools, middle schools, intermediate schools,
junior high schools, high schools, special education schools and BOE-operated adult
learning centers within the school system of the New York City School District, and/or
other buildings, facilities and grounds used by the BOE and, if listed in a written notice
from BOE to the Corporation, any school operated by a BOE Affiliate and/or any
charter schools (i) chartered by the BOE, or (ii) charter school located within the geo-
graphical boundaries of the New York City School District. “BOE Facility” includes,
but is not necessarily limited to, all realty, quasi-realty, fixtures, personalty, quasi-
personalty, building systems (such as, but not limited to, electrical, heating, plumbing,
water, sewage and/or alarm systems) and/or utilities owned, controlled and/or used by
the BOE, BOE Affiliates and/or charter schools under, in, on and/or about any and all
of the aforementioned buildings, facilities and grounds.

(g) “BOE Facilities List” means the list of each BOE Facility for which the Corporation
shall provide Services, which list the BOE may update, revise, amend, add to, delete
from, and/or otherwise change at any time upon written notice to the Corporation.

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(h) “Business Day” means the days of the year when BOE administrative offices are open
for regular business in accordance with the BOE’s official “Scheduled Closings of
Learning Support Centers, Regional Operations Centers and Central Headquarters
Offices,” as published, updated, revised, amended, added to, deleted from, and/or
otherwise changed on the BOE website, http://schools.nyc.gov, without notice to the
Corporation.

(i) “Chancellor” means any one or more of the following: Richard Carranza, Chancellor
and Chief Executive Officer of the Board of Education, or his successor; Ursulina
Ramirez, Chief Operating Officer, BOE Office of the Chancellor, or her successor;
John Shea, BOE Chief Executive for School Facilities, or his successor; Salvatore
Calderon, Executive Director, BOE Division of School Facilities, or his successor;
Mark David, Director, BOE Division of School Facilities, Office of Finance &
Administration, or his successor; Lawrence E. Becker, BOE Chief Executive for
Human Resources, or his successor;1 Charlette Hamamgian, Executive Director of the
BOE Division of Contracts & Purchasing, or her successor;2 or, such other Person(s)
whom the BOE shall designate periodically with written notice to the Corporation. In
case of conflicting instructions from two or more of the aforementioned Persons, the
Corporation shall request in writing for conflict resolution to the NYC Department of
Education, Office of Deputy Chancellor for Operations, 52 Chambers Street, New
York, NY 10007 and the BOE shall respond in writing to resolve such conflict within
ten (10) business days of receipt by the BOE.

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

(k) “Commissioner of Finance” means the City Commissioner of Finance.

(l) “Comptroller” means the Comptroller of the City of New York.

(m) “Contract Year” has the meaning provided for in Article 2.4.

(n) “Control” (including, but not limited to, “Controlling,” “Controlled by” and “Under
Common Control”) means the possession, directly or indirectly, of the power to direct
or cause the direction of the management policies of a Person, whether through the
ownership of voting securities, by contract or credit agreement, as trustee or executor,
and other forms of influence such as legal, political, financial or otherwise.

1
The BOE Chief Executive for Human Resources shall act as the Chancellor under this Agreement only for purposes
of personnel clearance as expressed in Article 7.4.

2
The DC&P Executive Director shall act as the Chancellor primarily for purposes of insurance issues as expressed in
Article 9.

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(o) “Corporation” means New York City School Support Services, Inc. In the BOE
Standard Terms and Conditions (“T&C”) attached hereto as Exhibit B, the term
“Contractor” refers to the Corporation.

(p) “Corporation Counsel” means the Corporation Counsel of the City of New York (also
referred to as the New York City Law Department).

(q) “Corporation Resources” has the meaning in Article 4.1(l).

(r) “Custodial Employee” has the meaning in Article 7.5.

(s) Intentionally omitted.

(t) “Disabling Device” has the meaning in Article 4.1(l).

(u) “Disaster” has the meaning in Article 4.1(k).

(v) “Disaster Recovery Plan” has the meaning in Article 4.1(k).

(w) “Disaster Recovery Services” has the meaning in Article 4.1(k).

(x) “DSF” means the BOE Division of School Facilities.

(y) “Educational Community” means the BOE city school district’s employees, pupils,
pupils’ families or guardians, volunteers, invitees, and permittees.

(z) “Event of Default” has the meaning in Article 13.1.

(aa) “Fiscal Year,” as applied to the Corporation, means July 1st through June 30th.

(bb) “Industry Best Practices” means a management idea asserting that, for a given indus-
try, there is a body of techniques, methods, processes, activities, incentives and/or
rewards that is more effective at delivering a particular outcome than any other body
of techniques, methods, processes, etc., i.e., with a proper system of processes, checks
and testing, a desired outcome can be delivered with fewer problems and unforeseen
complications.

(cc) “Key Employee” has the meaning in Article 4.1(i)(1).

(dd) “Key Performance Indicators” and “KPIs” mean a set of quantifiable measures that
Persons use to gauge or compare performance in terms of meeting their strategic and
operational goals. KPIs vary between companies and industries depending on their
priorities or performance criteria. On a foundation level, KPIs involve a process for
collecting and reporting information regarding the performance of an individual,
group or organization. It can involve looking at process/strategies in place, as well as
whether outcomes are in line with what was intended or should have been achieved.

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KPIs are commonly used by an organization to evaluate its success or the success of
a particular activity in which it is engaged. Sometimes success is defined in terms of
making progress toward strategic goals, but often success is simply the repeated
achievement of some level of operational goal (e.g., zero defects, 10/10 customer
satisfaction, etc.). Accordingly, choosing the right KPIs relies upon having a good
understanding of what is important to the organization. “What is important” often
depends on the department measuring the performance, i.e., KPIs useful to finance
will be quite different than the KPIs assigned to sales, for example. Because of the
need to develop a good understanding of what is important, performance indicator
selection is often closely associated with the use of various techniques to assess the
present state of the business and its key activities. These assessments often lead to the
identification of potential improvements, and as a consequence, performance
indicators are routinely associated with “performance improvement” initiatives.

(ee) “Law” or “Laws” shall mean the New York City Charter (“Charter”), the New York
City Administrative Code (“Admin. Code”), a local rule of the City of New York, the
Constitutions of the United States and the State of New York, a statute of the United
States or of the State of New York, the Board’s By-Laws, the Regulations of the
Chancellor, and any ordinance, rule or regulation having the force of law and adopted
pursuant thereto, as amended, and common law.

(ff) “Party” and “Parties” have the meaning set forth in the Preamble, supra.

(gg) “Person” means any natural person, corporation, limited liability company, limited
liability partnership, general partnership, limited partnership, trust, association,
governmental organization or agency, political subdivision, body politic, or other legal
person or entity of any kind, legally constituted.

(hh) “Preamble” means the first paragraph of this Agreement document identifying the
Parties and establishing that this document is indeed an agreement between the Parties;
and, it also includes, and is limited to, all of the succeeding paragraphs that start with
the words “Whereas” and/or “Now, Therefore.”

(ii) “Regulatory Requirements” means all international, Federal, State, state, City, other
local and BOE laws, rules, regulations and guidelines applicable to the information
technology (such as, but not limited to, hardware, software, and online applications)
and telecommunications aspects of the Services, and all Corporation Resources nec-
essary to operate the same.

(jj) “Replacement Custodial Assistant” has the meaning in Article 7.1.

(kk) “School Custodial Services Industry Best Practices” has the meaning in Article
4.1(h).

(ll) “School Custodian” means a custodian directly employed by the BOE.

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(mm) “School Day” means the days of the year when BOE Facilities shall be open for
regular academic sessions in accordance with the Board’s official “School Year
Calendar” and “Comprehensive Calendar,” as published, updated, amended, revised
and/or otherwise changed on the official BOE website, http://schools.nyc.gov.

(nn) “School Year” means the period of the year when BOE Facilities shall be open for
regular academic sessions in accordance with the Board’s official “School Year
Calendar” and “Comprehensive Calendar,” as published, updated, amended, revised
and/or otherwise changed on the official BOE website, http://schools.nyc.gov.

(oo) “Services” means all of the non-pedagogical school support/custodial services,

including the employment of Custodial Employees, that the Corporation performs,
delivers, furnishes and/or implements to, for, on behalf of, and/or for the benefit of,
the BOE, BOE’s employees, and/or other authorized representatives (herein expressed
as “BOE Authorized Users”), and/or any BOE Facilities under the terms, conditions
and specifications expressed in this Agreement.

(pp) “State” means the State of New York and/or any political subdivision and/or public
authority thereof.

(qq) “State Education Department” and “SED” mean the New York State Education
Department, a department of the government of the State of New York, existing
pursuant to State law, e.g., the Education Law, § 101 et seq.

(rr) “Summer Period” means the period from the end of one School Year in June and the
start of the next School Year in September. During the Summer Period, BOE Facilities
may operate in a variety of different ways depending upon the nature of the educational,
school, community and other programs conducted in each such BOE Facility. For
example, some BOE Facilities may operate full-time programs, while other BOE
facilities may operate only part-time or sporadic programs. The preceding sentence is
not intended to be exhaustive of all possible examples of BOE Facility operations
during Summer Periods.

(ss) “Subcontractor” means any Person other than the Corporation (including, but not
necessarily limited to, an Affiliate of the Corporation) who provides Services to the
BOE pursuant to an agreement with the Corporation.

(tt) “T&C” means the supplemental Terms and Conditions identified in Article 3.1, infra,
and annexed hereto as Attachment B.

(uu) “Third Party” means any Person other than the Parties, their respective Affiliates,
directors, officers, employees, agents and representatives.

(vv) “Transportation Cost” means the costs of Workforce travel via land, sea and/or air
common carriers, hired and/or rented vehicles, and/or personal vehicles associated with
any travel that such personnel may undertake as needed in the course of the Services.

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The term Transportation Cost shall not include the following under a budget for such
costs approved in advance in writing by the Chancellor: MetroCards supplied to the
BOE and/or the Corporation by the Metropolitan Transportation Authority for non-
commutation local travel and such other costs set forth in section 5.10 infra.

(ww) “Workforce” means the Custodial Employees, any Subcontractors, and the
Corporation’s and its Subcontractors’ employees, agents, servants, and
representatives.

1.2 Rules of Interpretation. Except as otherwise provided herein, the following rules of
interpretation shall apply to this Agreement:

(a) The definitions given for words and phrases herein apply equally to both the singular
and the plural forms of the words and phrases defined. Whenever the context may
require, any pronoun includes the corresponding masculine, feminine, and neuter
forms. Whenever the words “include,” “includes,” and “including” are used in this
Agreement, they are deemed to be followed by the words “without limitation.” The
words “aforementioned,” “hereby,” “herein,” “hereinafter,” “hereof,” “heretofore,”
“hereunder,” “infra,” “supra,” and words of similar import refer to this Agreement as
a whole and not merely to the specific paragraph, article, section, provision or clause
in which such word appears.

(b) The words “hereof,” “herein,” and “hereunder” and words of similar import when used
in this Agreement refer to this Agreement as a whole and not to any particular provision
of this Agreement.

(c) References to “days” means calendar days, unless the terms “Business Day” and/or
“School Day” is used. References to “years” mean calendar years, unless the terms
“Contract Year” and/or “School Year” are used.

(d) All words of aspiration (such as, but not limited to, “ideally,” “hoped” and/or
“hopefully”) and/or expectation (such as, but not limited to, “expected,” “anticipated”
and/or “projected”), as contained anywhere in this Agreement are deemed to be the
Corporation’s binding commitment.

(e) All other words in this Agreement have their ordinary meanings in the English
language, except that scientific, technical, specialized, legal or foreign words or phrases
shall be given their appropriate scientific, technical, specialized, legal, or foreign
meanings.

(f) Reference is made to the Definitions set forth in the T&C attached hereto as Exhibit B.
Reference is made to definitions expressed in other provisions and footnotes in this
Agreement, which shall be fully effective and shall govern within the contexts
expressed for them.

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(g) All references to Attachments, Exhibits, Appendices, Schedules, Articles, Sections,

and Paragraphs shall be deemed references to this Agreement unless the context shall
require otherwise.

(h) The table of contents, captions, article and section headings, and subheadings contained
in this Agreement are included for convenience or reference only, shall not be taken
into account in interpreting this Agreement, and shall not define, limit or describe the
scope or intent of this Agreement or in any way affect this Agreement.

ARTICLE 2. TERM; RENEWALS

2.1 This Article 2 represents the complete understanding and agreement of the BOE and the
Corporation regarding the Term of this Agreement (“Term”), all else (except the RA) to the
contrary notwithstanding. Reference is hereby made to the termination provisions expressed in
Article 13, infra.

2.2 Original Period of the Term. The Original Period of the Term shall commence on July 1,
2020 (“Effective Date”) and shall extend through and terminate on June 30, 2028 (“Original
Period”), unless extended beyond such termination date or terminated earlier, either pursuant to
the terms and conditions herein expressed.

2.3 Optional Additional Period of the Term. The BOE shall have the option to renew the term
with substantially unchanged terms, conditions and specifications for two (2) additional periods of
one (1) year (herein expressed collectively as “Additional Periods”) from July 1, 2028 until June
30, 2029 (“First Additional Period”), and from July 1, 2029 until June 30, 2030 (“Second
Additional Period”). This Article 2.3 shall not derogate, diminish or otherwise affect the BOE’s
right to terminate the Agreement during the Original Period or the Additional Period, if any, for
any reason(s) expressed in Article 13, infra, or otherwise in this Agreement. The Chancellor shall
have sole discretion to exercise the BOE’s option to renew for the Additional Period. If the
Chancellor opts to renew for the Additional Period, he/she shall give notice to the Corporation of
such decision not less than forty-five (45) days before the start of the Additional Period.

2.4 Contract Years. Within the Original Period, distinct Contract Years shall begin and end as
follows: the First Contract Year shall be July 1, 2020 through June 30, 2021 (also expressed herein
as “CY 2020-21”), the Second Contract Year shall be July 1, 2021 through June 30, 2022 (also
expressed herein as “CY 2021-22”), the Third Contract Year shall be July 1, 2022 through June
30, 2023 (also expressed herein as “CY 2022-23”), the Fourth Contract Year shall be July 1, 2023
through June 30, 2024 (also expressed herein as “CY 2023-24”), the Fifth Contract Year shall be
July 1, 2024 through June 30, 2025 (also expressed herein as “CY 2024-25”), the Sixth Contract
Year shall be July 1, 2025 through June 30, 2026 (also expressed herein as “CY 2025-26”), the
Seventh Contract Year shall be July 1, 2026 through June 30, 2027 (also expressed herein as “CY
2026-27”), and the Eighth Contract Year shall be July 1, 2027 through June 30, 2028 (also
expressed herein as “CY 2027-28”). If the Agreement shall be renewed for the First Additional
Period, the Ninth Contract Year shall be July 1, 2028 through June 30, 2029 (also expressed herein
as “CY 2028-29”) and if the Agreement shall be renewed for the Second Additional Period, the

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Tenth Contract Year shall be July 1, 2029 through June 30, 2030 (also expressed herein as “CY
2029-2030”).

ARTICLE 3. CONFLICTS AND TERMS OF AGREEMENT; INFORMATIONAL

APPENDICES; EXHIBITS

3.1 Conflicts and Terms of Agreement. During the term of the Agreement, conflicts between
the various documents shall be resolved in the following order of precedence, such documents
constituting the entire Agreement between the Parties:

(a) Attachment A: The BOE’s Request for Authorization as approved by the Chancellor on
December 27, 2019 and the Panel for Educational Policy on January 29, 2020

(b) This document

(c) Attachment B: The BOE’s supplemental Terms and Conditions (“T&C”); the Parties
acknowledge that many provisions of this document are supplemented by the T&C

(d) Attachment C: The Scope of Services

(e) Attachment D: The BOE Facilities List

(f) Attachment E: The Prevailing Wage Schedule; future prevailing wage schedules are
available on the City Comptroller’s Prevailing Wage Web page at
http://comptroller.nyc.gov/general-information/prevailing-wage.

(g) Attachment F: The Budget

(h) Attachment G: Initial Statement of Key Performance Indicators (“KPIs”)

(i) Attachment H: Paid Sick Leave Rider

(j) Attachment I: Whistleblower Protection Expansion Act Poster

3.2 Informational Exhibits.

Exhibit 1: Sample Certificate of Insurance Broker or Agent Form

ARTICLE 4. SCOPE OF SERVICES; REPORTS

4.1 Scope of Services. Under the general direction of the Chancellor, the Corporation shall
provide the Services for those BOE Facilities listed in the BOE Facilities List (Attachment D)
and as further described in the Scope of Services (Attachment C) and the Initial Statement of Key
Performance Indicators (“KPIs”) (Attachment G).

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(a) Deadlines. The Corporation shall adhere in all material respects to the deadlines stated in
this Agreement. As soon as the Corporation becomes aware of the possibility of any ma-
terial delay in an event for which the Corporation has any responsibility, the Corporation
shall engage the BOE in discussions to mitigate the effect of such material delay and
determine the effect of such material delay on the deadlines stated in this Agreement.

(b) Changes to BOE Facilities List. The BOE may add or delete BOE Facilities in the BOE
Facilities List at any time by written notification to the Corporation.

(c) Implementation of BOE Custodial Services Policies, Programs and Activities. The
Corporation shall undertake all commercial reasonable efforts to cause and permit the
Workforce including, but not necessarily limited to, all of the Custodial Employees, to
undertake, implement, fulfill and comply with all Federal, State, City and BOE laws,
bylaws, rules, regulations, policies and procedures, such as, but not limited to, the BOE
regulations and other documents specified in Article 4.1, infra. The Corporation must
supply all of the Workforce including, but not necessarily limited to, all of the Custodial
Employees necessary to supply, perform, deliver, furnish, implement, maintain and/or
otherwise undertake all of the Services expressed in this Requirements Agreement
inclusive of its Attachments.

(d) Staffing Plans. BOE Facility staffing plans and requirements will be determined by each
individual School Custodian based on the size of building, usage, building characteristics
and the availability of funds. The Corporation must provide qualified candidates to meet
these staffing plans in the event of vacancies. The Corporation must maintain at all times
a centralized pool of qualified candidates for vacant positions. In addition, the Corporation
must provide choice of employees by dispatching multiple candidates, when feasible, to
any BOE Facility with an employee vacancy. The BOE shall have ultimate, absolute final
discretion to approve School Custodians’ staffing plans for each and every BOE Facility.

(e) Workforce Control and Discipline. The Corporation shall undertake all commercially
reasonable efforts to prosecute, defend, advocate and/or otherwise administer any and all
actions, claims, hearings, grievances, arbitrations, proceedings and/or special proceedings
necessary to implement disciplinary actions and sanctions upon the Custodial Employees
who shall or may be subject to any disciplinary action.

(f) Contract Managers. The Corporation shall ensure that a qualified contract manager
(“Corporation’s Contract Manager”) serves as such Party’s primary day-to-day liaison for
the purposes of this Agreement. Currently, the Corporation’s Contract Manager is Stephen
Brennan, Executive Director, NYCSSS, 321 West 44th Street, Suite 601, New York, New
York, 10036, phone (347) 379-4588, email [email protected]. The BOE
Contract Manager for this Agreement is Philip Napolitano, Director of Field Operations
& Facilities Management Services, or his successor, NYCDOE Division of School
Facilities, 44-36 Vernon Boulevard, 5th Floor, Long Island City, NY 11101, phone (718)
349-5583, email [email protected]. The Corporation’s Contract Manager
and the BOE Contract Manager shall be authorized by the respective Party to answer all
questions posed by the other Party and convey all decisions made by such Party during the

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Term, and the other Party shall be entitled to rely on such information conveyed by the
respective Contract Manager. The Contract Managers shall meet as needed to review
problems, progress and status regarding the Services set forth herein and/or in
Attachments A-G, and they shall report to the Chancellor on an as-needed basis. Each
Party may appoint a substitute(s) for its respective Contract Manager to cover for periods
of unavailability such as, but not limited to, vacations, sick days or scheduling conflicts.

(g) Corporation’s Skill, Judgment, Expertise and Best Efforts. The Corporation shall furnish
the best level of its skill, judgment and expertise and its best efforts in the performance of
this Agreement. The Corporation shall furnish efficient business administration,
coordination and management of the Services, and the Corporation shall use its best efforts
to cause the Services to be performed in the most expeditious and economical manner
consistent with the terms, conditions and specifications of this Agreement and the interests
of the BOE including, but not necessarily limited to, the Board’s interest to minimize
disruptions of the operations of any and all BOE Facilities that are subject to the
Corporation’s Services and/or other activities. The Corporation shall coordinate with the
BOE to pursue and advance the Board’s interests. The Corporation shall be guided by the
highest professional and technical standards to ensure clean and well-maintained BOE
Facilities, in accordance with the terms of this Agreement. The Corporation shall make
every effort to minimize costs and maximize management effectiveness. The Corporation
shall comply with all BOE bylaws, rules, regulations, policies and procedures.

(h) School Custodial Services Industry Best Practices. The Corporation shall implement and
use school custodial services industry best practices at all times during the Term to
identify, analyze, report, intervene, assist, coordinate, advise and take pro-active and
preventive measures with respect to the management of the Workforce and all other
aspects of this Agreement. The Corporation stipulates and agrees that the BOE school
facilities custodial services, repair and maintenance system and its policies, procedures
and methods are governed by applicable Federal, State, City, and BOE laws, rules and
regulations.3 The Corporation stipulates and agrees further that school custodial services
industry trade and professional organizations4 promulgate a wide range of safety and other
guidelines that constitute school custodial services industry best practices. The
Corporation shall perform all of the Services under this Requirements Agreement to enable
and require the Workforce to perform their work in compliance with all applicable Federal,
State, City and BOE laws, rules and regulations, and School Custodial Services Industry
Best Practices.

3
Examples of statutes and regulations include, but are not necessarily limited to, the following: Individuals with
Disabilities in Education Act, 20 U.S.C.S. §§1400, et seq.; the State Education Law, §§408, 409, 409-b, 409-d, 409-
e, 409-h, 414, 2556, 2801; 8(a) N.Y.C.R.R. §155.1, et seq.; and, Regulation of the Chancellor Nos. A-412, A-414, A-
701, A-820, A-850, C-115, C-810, and D-180.

4
Examples of school custodial services industry trade and professional organizations include, but are not necessarily
limited to, the American Institute of Architects (School Construction Committee), the Council of Chief State School
Officers, the National Clearinghouse for Educational Facilities, and SchoolFacilities.com.

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(i) Key Employees.

(1) The Corporation shall appoint personnel to fill the Corporation’s key positions described
in Attachments A-G including, but not limited to, the Executive Director, Chief Financial
Officer, Director of Human Resources, Manager of Labor Relations, and its Chief-of-Staff
and Counsel (herein expressed as “Key Employees”). Key Employees shall not be exempt
from the clearance procedures expressed in Article 7.4 (Personnel Clearance), infra.

(2) The Corporation shall cause each Key Employee to devote the time and efforts specified
in Attachments A-G to the provision of Services hereunder. All Key Employees under
this Agreement shall have reasonably appropriate levels of experience and shall be
adequately trained (based on prior experience or in training provided by the Corporation)
to provide the Services according this Agreement.

(3) The Corporation acknowledges that the skills and experience of the Key Employees are
material elements in the Corporation’s ability to perform hereunder. Therefore, in order to
ensure timely, cohesive and complete provision of Services, the Corporation shall make all
commercially reasonable efforts to ensure that the Key Employees initially assigned to the
performance of this Agreement shall continue throughout the Term. The BOE
acknowledges that circumstances may arise, however, which necessitate Key Employees
to be substituted including, but not limited to, employee departures, termination, sickness,
vacation or other similar material changes in their employment circumstances, at which
time a replacement Key Employee with a reasonably comparable background and
experience may be substituted.

(4) Before the assignment of any new or replacement Key Employee, the Corporation shall
review and determine whether a candidate meets the Key Employee Engagement
Guidelines (“Key Employment Guidelines”) provided by the Corporation subject to the
approval of the BOE. The Key Employee Guidelines may be amended subject to the
approval of the BOE. If the Corporation hires a Key Employee who BOE determines in its
discretion does not sufficiently meet the criteria in the Key Employee Guidelines, the BOE
shall provide a written statement to the Corporation expressing the Board’s reasons for its
determination. Such determination by the BOE shall not relieve the Corporation of any of
its duties, obligations and/or responsibilities under this Agreement. The Corporation shall
make commercially reasonable efforts to ensure that any replacement Key Employee and
the existing Key Employee shall have a minimum five (5) Business Days transition period.

(5) Upon notice from the BOE, the Corporation shall promptly attempt to find a replacement
for such Key Employee in accordance with the procedures set forth in Article 4.1(i)(4),
supra. Each replacement Key Employee shall have skills and experience comparable to
his/her predecessor.

(j) Corporation’s Workforce.

(1) The Corporation shall provide the Workforce necessary to fulfill all of the Corporation’s
obligations under this Agreement. The Workforce performing work under this Agreement

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must have appropriate levels of experience and be adequately trained to perform the
Services.

(2) The Corporation shall ensure that the Workforce (i) comply with the terms of this
Agreement, (ii) furnish all required identification documentation when entering the any
BOE Facilities, and (iii) comply with BOE’s and each BOE Facility’s security and
administrative policies when performing Services at the BOE Facilities.

(3) The Corporation shall exercise due care and diligence to screen and select the Workforce,
and in doing so shall strictly comply with Article 7.4 (Personnel Clearance), infra.

(4) The Corporation shall be solely responsible for the employment, discipline, compensation
and benefits of the Workforce.

(5) If the Chancellor shall in good faith determine that any individuals or entities in the
Workforce shall have violated any provisions of this Agreement, or shall have rendered
unsatisfactory performance of duties and responsibilities under this Agreement, the BOE
shall notify the Corporation immediately of the Board’s concern, and the Corporation shall
execute any and all instructions from the Chancellor for suspension, removal, replacement
or other appropriate action determined by the Corporation with respect to the affected
individuals or entities. In cases of suspension or removal of individuals or entities in the
Workforce by the Corporation, the Corporation shall be prohibited for a period of time to
be determined and specified by the Chancellor from utilizing the affected individuals or
entities on any portion of any work to be performed under this Agreement or under any
other BOE agreement. In cases of removal of individuals or entities from the Workforce,
the Corporation shall be permanently prohibited from utilizing the affected individuals or
entities on any portion of any work to be performed under this Agreement or under any
other BOE agreement. Upon the suspension or removal of any individuals or entities
described herein, the Corporation shall replace the affected individuals or entities, as the
case may be, as soon as practical.

(6) In the event the Corporation employs or engages workers in skilled and other trades, the
Corporation shall be responsible to ensure that all such workers are paid prevailing wages
that comply with the New York State Labor Law, to the extent applicable. In the absence
of a Comptroller’s determination of a prevailing wage rate(s) for a particular title, the wage
rate(s) specified in the applicable collective bargaining agreement, if any, shall apply and
govern wherever required under this Agreement.

(7) The Corporation shall ensure that in any interaction with the Educational Community, the
Corporation and the Workforce shall give equal opportunity to all Persons entitled to
receive Services and shall not discriminate against such Persons for any reason based on
actual or perceived race, color, creed, religion, religious practice, political beliefs or
affiliations, ancestry, national origin, sex, sexual orientation, gender, disability or other
handicap, age, military status, marital/familial status, partnership status, arrest or
conviction record, status as a victim of domestic violence, stalking or sex offenses,

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unemployment status, or status with regard to public assistance or any other class protected
by Federal, State or local Law.

(k) Disaster Recovery Services. As part of the Services furnished hereunder, the Corporation
shall plan and perform the following Disaster Recovery Services:

(1) Disasters. A “Disaster” shall mean any unplanned interruption of the Services of more than
forty-eight (48) consecutive hours duration that materially affects the ability of the
Corporation to provide the Services pursuant to the terms, conditions, specifications and/or
timelines expressed in this Agreement. The nature of an unplanned interruption may
include, but shall not necessarily be limited to, problems affecting the Corporation’s
information technology, telecommunications and/or other technological operations as well
as problems affecting the Corporation’s offices. In the event of a Disaster, the Corporation
shall implement the Services expressed in the Disaster Recovery Plan. The Corporation
shall notify the BOE verbally and in writing as soon as possible after an unplanned
interruption becomes a Disaster.

(2) Disaster Recovery Plan. No later than six (6) months after both Parties shall have executed
this Agreement, the Corporation shall submit to the BOE Contract Manager a complete
final draft of the initial Disaster Recovery Plan. The Corporation’s timely preparation and
submission to the Board of a Disaster Recovery Plan shall be a material term of this
Agreement. The initial Disaster Recovery Plan shall be subject to advance written approval
by the Chancellor, which approval shall not be unreasonably withheld, delayed and/or
conditioned. Upon the Chancellor’s approval of the initial Disaster Recovery Plan, the said
initial Disaster Recovery Plan shall be deemed incorporated into, and made part of, this
Agreement by this reference automatically and without the need for any further action by
the Parties. The Corporation shall update and, if reasonably necessary, expand the Disaster
Recovery Plan at least annually as changes in the business/technical environment dictate,
and each updated and/or expanded Plan shall be delivered to the BOE for review before
implementation. Any subsequent updates and other revisions to the Disaster Recovery Plan
that cause and/or permit any material impact upon the Services over the initial Disaster
Recovery Plan shall be subject to advance written approval of the Chancellor which shall
not be unreasonably withheld, delayed and/or conditioned. The Disaster Recovery Plan
shall include a site located in a geographic region of the United States different from the
primary office location to support the Services and/or Corporation Resources in the event
of a Disaster requiring such relocation. The Corporation shall move the affected portion of
the Services and/or Corporation Resources to the alternative site as expeditiously as
possible. The Corporation shall test its Disaster Recovery Plan by conducting at least one
annual test, which shall be a surprise test. The BOE agrees to participate in and to a
reasonable extent assist the Corporation with such testing. Test results will promptly be
made available to the BOE, the City, the Board’s regulators, and the Board’s internal and/or
external auditors.

(3) Data Communications. As part of the Disaster Recovery Plan, the Corporation shall work
with the BOE to establish a plan for alternative data communications in the event of a
Disaster. The Corporation shall be responsible for furnishing any additional

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communications equipment and data lines required under the adopted plan with respect to
communications between the BOE and the Corporation or the Third Party site from which
the Services shall be provided during a Disaster.

(4) Back-Up. The Corporation shall keep in a separate and safe place additional copies of all
records and BOE data required to be maintained hereunder and additional tapes or disks
necessary to reproduce all such records and BOE data. The Corporation shall use
reasonable care according to Industry Best Practices to minimize the likelihood of damage,
loss of data, delay, and/or error resulting from an uncontrollable event. If such damage,
loss of data, delay and/or error shall occur, the Corporation shall use its best efforts to
mitigate the effects of such occurrence. Upon request, the Corporation shall deliver to the
BOE a backup tape of all BOE data. In the event of loss of data caused by the fault or
negligence of the Corporation, its agents, Affiliates or the Workforce, the Corporation shall
forthwith undertake all commercially reasonable efforts to regenerate the lost data.

(l) Management of Corporation Resources. The Corporation shall be solely responsible for
the hardware, software operating in its hardware, Third Party services, and all other
Corporation equipment, assets and services that the Corporation shall use as part of the
information technology and telecommunications aspects of the Services. (All services and
assets described in the preceding sentence are defined as “Corporation Resources.”) The
Corporation shall be solely responsible to obtain any consents from Third Parties needed
for the Corporation to have access to, operate, manage and/or use the Corporation
Resources as contemplated by this Agreement. During the Term and on a timely basis, the
Corporation shall keep the Corporation Resources in compliance with all present and
future Regulatory Requirements. The Corporation shall give its highest priority to
obtaining and implementing updates, upgrades and/or enhancements to Corporation
Resources necessary to achieve compliance with Regulatory Requirements; and, in all
cases, the Corporation shall such implement successfully all such Updates, Upgrades and
Enhancements before the effective date(s) of any added, revised, updated or otherwise
changed Regulatory Requirements. The Corporation shall provide the BOE with written
notice and detailed descriptions of updates, upgrades, enhancements and/or other changes
that the Corporation plans to implement to meet any Regulatory Requirements. The
Corporation shall implement Industry Best Practices at all times during the Term to
identify, screen and prevent, and shall not knowingly install any Disabling Device in
Corporation Resources utilized by the Corporation, the BOE or any Third Party in
connection with the Services. A “Disabling Device” is any virus, timer, clock, counter,
time lock, time bomb, malignant code and/or other limiting design, instruction and/or
routine that could, if triggered, erase data and/or programming, and/or cause software
and/or resources to become inoperable or otherwise incapable of use in the full manner for
which such resources were intended to be used. The Corporation shall be responsible to
reduce and/or eliminate the effects of any Disabling Devices installed or injected by the
Corporation and/or any Third Party and discovered in such resources without causing a
loss of operating efficiency, data and/or Work Product. The Corporation shall undertake
all commercially reasonable efforts to assist the BOE to reduce and/or eliminate the effects
of any Disabling Devices installed and/or injected into the BOE LAN and/or other BOE
computers arising as a result of the Services. The Corporation’s implementation and

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provision of the Services shall not cause adverse impact or interfere with the proper and
efficient operation of the Board’s data processing or data communication network
environments except increased demand generated by the proper and efficient operation of
Corporation Resources. The design of the Corporation Resources web page and all reports
shall have a look and feel that is acceptable to the BOE in its sole discretion. There shall
be no web advertising or other advertisements by the Corporation or any Third Parties in
connection with the provision of the Services under this Agreement.

(m) Key Performance Indicators. The Corporation shall incorporate and utilize KPIs for overall
management and assessment of the Services. The Initial Statement of Key Performance
Indicators (“KPIs”) is annexed hereto as Attachment G. By not later than six (6) months
after both Parties shall have executed this Agreement, the Corporation shall submit to the
BOE Contract Manager a complete final draft of an expanded and more complete
statement of the KPIs. The said expanded and more complete statement of the KPIs shall
be a material term of this Agreement. The said expanded and more complete statement of
the KPIs shall be subject to advance written approval by the Chancellor which shall not be
unreasonably withheld, delayed and/or conditioned. Upon the Chancellor’s approval of the
expanded and more complete statement of the KPIs, the said expanded and more complete
statement of the KPIs shall be deemed incorporated into, and made part of, this Agreement
by this reference automatically and without the need for any further action by the Parties.
The Corporation shall update and, if reasonably necessary, further expand the KPIs at least
annually as the nature and growth of the Services dictate, and each updated and/or further
expanded version of the KPIs shall be delivered to the BOE for review before
implementation. Any subsequent updates and other revisions to the KPIs that cause and/or
permit any material impact upon the Services over the KPIs referred to in the third through
sixth sentences of this Article 4.1(m) shall be subject to advance written approval of the
Chancellor which shall not be unreasonably withheld, delayed and/or conditioned. Not less
frequently than once each Contract Year, the Corporation shall review the services levels
expressed in the KPIs. After each such review, the service levels shall be adjusted, for the
benefit of the BOE, to reflect improved performance requirements based upon advances
in available technology and methods that are suitable for use in performing the Services,
the increased capabilities of any hardware or software acquired for use by the BOE, and
other changes in circumstances. The Corporation shall submit a written report of its annual
review to the BOE Contract Manager within a reasonable time after the end of each
Contract Year, i.e., not over ninety (90) days after the end of each Contract Year.

(n) Incorporated Standards for the Corporation’s Performance of the Services. The Corpora-
tion shall be obligated to comply with all of the terms, conditions, specifications, obliga-
tions, duties, responsibilities, tasks, values, guidelines and other standards pertaining to
the Services by Custodial Employees as expressed in the following documents which are
hereby incorporated into, and made part of, this Agreement by this reference as if set forth
herein in their entirety:

 “Rules and Regulations for the Custodial Force in the Public Schools of the
City of New York,” (1977) BOE Division of School Facilities.

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 Agreement among City of New York, BOE (dba New York City Depart-
ment of Education), and Local Union No. 891, International Union of Op-
erating Engineers, AFL-CIO, April 24, 2002 through December 31, 2007,
Appendix F, Pages F1-F48, dated November 1, 1994, as updated, amended
and/or extended.
 Agreement among City of New York, BOE (dba New York City Depart-
ment of Education), and Local Union No. 891, International Union of Op-
erating Engineers, AFL-CIO, April 24, 2002 through December 31, 2007,
Appendix G entitled, “Custodial Maintenance Agreement,” as updated,
amended and/or extended.
 Regulation of the Chancellor No. C-105.
 Regulation of the Chancellor No. D-180.
 Memorandum of Agreement dated April 14, 2016 among the City of New
York, the BOE (dba New York City Department of Education), and Local
Union No. 891, International Union of Operating Engineers, AFL-CIO, as
updated, amended and/or extended.
 Agreement between Local Union No. 32BJ of the Service Employees
International Union, and the NYC School Support Services, for the period
August 12, 2016 through June 30, 2020, as updated, amended and/or
extended.
 Agreement between Local Union No. 94, International Union of Operating
Engineers, AFL-CIO, and Realty Advisory Board On Labor Relations, Inc.,
for the period January 1, 2019 through December 31, 2022, as updated,
amended and/or extended.
 Memorandum of Agreement dated April 22, 2016 among the City of New
York, the BOE (dba New York City Department of Education), and Local
Union No. 94, International Union of Operating Engineers, AFL-CIO, as
updated, amended and/or extended.
 “Employee’s Withholding Allowance Certificate,” Form W-4, U.S.
Department of the Treasury, Internal Revenue Service (or successor form).
 “Employment Eligibility Verification,” Form I-9, U.S. Department of
Homeland Security, United States Citizenship and Immigration Services (or
successor form).

(o) The Corporation stipulates and agrees that the documents listed in Article 4.1(n), supra,
may be added to, deleted from, updated, revised, amended and/or otherwise changed by
the BOE or other applicable issuer in its sole and absolute discretion at any time during
the Term without notice to the Corporation.

(p) Electronic Communications between the Corporation and the BOE.

(1) Secure Communications. The Corporation, any Subcontractors and any other external
providers must have the capability to establish a secure VPN connection to the BOE
for transmitting a large amount of sensitive data over a public network such as, but
not limited to, the Internet. The BOE supports the following VPN protocol suite,

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namely, IPSEC. This is the preferred communication method when interfacing with
internal BOE systems frequently.

(2) File Sharing. The file transfer activities between client and host (such as, but not
limited to, the BOE and the Corporation, any Subcontractors and any other external
providers, or peering points must be secured and authenticated when transmitting a
small amount of sensitive data over a public network, such as the Internet. The DOE
supports the following file transfer protocols: ftp over SSH (sftp); and, ftp over TLS
(ftps).

(3) File Encryption. The sensitive data at rest must be protected using 256 or higher bit
file encryption algorithm.

(4) Auditability. The Corporation and any Subcontractors must log all transactions,
especially on failed logon attempts. Reports must be readily available upon request.

4.2 Reports. The Corporation shall furnish the reports described in the Scope of Work (At-
tachment C), the reports detailed hereinafter, and any additional reports requested by the BOE.

(a) Strategic Vision Statement. By not later than six (6) months after the start of the Second
Contract Year (CY 2021-22), the Corporation shall submit to the BOE Contract Manager
a complete final draft version of a “Strategic Vision Statement” to include the following: a
strategic vision of the current and future roles, goals and objectives of the Corporation,
with the strategic vision defined as a conceptual framework that identifies the Corporation,
its purpose, direction, fundamental guiding principles, and the roles the Corporation shall
undertake in the future under both the current and different funding and partnership
scenarios. In the development of the Strategic Vision Statement, the Corporation shall
consult with, and seek input from, the Office of the Chancellor, DSF, stakeholders and any
Person whom the Chancellor shall specify in writing to the Corporation at least thirty (30)
days before the Strategic Vision Statement is due to be submitted. The resulting draft
Strategic Vision Statement shall be subject to advance written approval by the Chancellor
within thirty (30) days of receipt before completion and release of a final version.

(b) Annual Report of Costs. Within sixty (60) Business Days following the end of each Con-
tract Year, the Corporation shall submit to the BOE Contract Manager a detailed written
report, in a format and with content as directed by the BOE, of all accrued direct costs and
overhead costs incurred by the Corporation under this Agreement during each preceding
Contract Year. The Corporation shall certify in writing that it has maintained accounting
books of original entry in accordance with generally accepted accounting principles
(“GAAP”) and that the costs reported are based on the Corporation’s accounting books and
are supported as required under the terms and conditions of this Agreement.

(c) Annual Financial Statement. Within a reasonable period of time following the end of each
Fiscal Year (but not later than eighty (80) Business Days following the end of each Fiscal
Year), the Corporation shall submit to the BOE not fewer than three (3) complete copies

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of an Audited5 Financial Statement6 prepared by an independent certified public accountant

(“CPA”) licensed by the State in accordance with generally accepted government auditing
standards (“GAGAS”).7

ARTICLE 5. PAYMENT

5.1 In accordance with the RA (Attachment A), the cost of this Requirements Agreement for
the entire Original Period shall be in an estimated amount of Six Billion Three Hundred Fifty-Nine
Million Six Hundred Thirty-Five Thousand One Hundred Seventy-Eight Dollars
($6,359,635,178.00), i.e., the cost of this Requirements Agreement for each Contract Year during
the Original Period shall be in the estimated amount of Eight Hundred Ninety-Nine Million Two
Hundred Twenty-Eight Thousand Eight Hundred Four Dollars ($899,228,804.00). In accordance
with the RA, the cost of this Requirements Agreement for the First Additional Period, if any, shall
be in an estimated amount of Nine Hundred Thirty-Two Million Seven Hundred Thirty-One
Thousand Five Hundred Fifteen Dollars ($932,731,515.00), and the cost for the Second Additional
Period, if any, shall be in an estimated amount of Nine Hundred Sixty-Seven Million Six Hundred
Ten Thousand Two Hundred Seventy-Four Dollars ($967,610,274.00). The Corporation stipulates
and agrees that the amounts expressed in the preceding two (2) sentences shall be derived from
such BOE tax levy, district, location, quick, object and contract category codes as the BOE shall
designate with written notice to the Corporation. The Corporation shall make no demand for, nor
be entitled to receive, any compensation from any funding sources other than the BOE tax levy,
district, location, quick, object, contract category and other codes expressed in the preceding
sentence.

5.2 In consideration of the Services rendered and any overhead costs incurred and accrued, the
BOE shall pay the Corporation, to the extent required, and subject to and in accordance with the
procedures and restrictions contained in Article 6 (Subcontracts) and any other applicable
provisions of this Agreement, funds equal to the Corporation’s expenditures or estimated
expenditures under and in accordance with this Agreement, such funds being in the amounts and
for the purposes set forth in the Budget (Attachment F).

5.3 The Corporation shall provide the Services and incur overhead costs in accordance with
the Budget (Attachment F). The Corporation may request modifications to the Budget in the

5
Review statements or compilation statements are not acceptable for purposes of the Corporation’s Annual
Financial Statements hereunder. For guidance and comparisons of audited, review and compilation financial
statements, see
https://www.aicpa.org/InterestAreas/NotForProfit/Resources/GovernanceManagement/DownloadableDocuments/no
t-for-profit-do-i-need-an-audit.pdf.
6
For standards with which the CPA must comply in conducting each annual audit and developing and writing each
Annual Financial Statement, see, e.g., http://www.aicpa.org/research/standards/auditattest/pages/sas.aspx,
http://www.aicpa.org/Research/Standards/AuditAttest/DownloadableDocuments/AU-00508.pdf,
http://www.aicpa.org/Research/Standards/AuditAttest/DownloadableDocuments/AU-C-00700.pdf,
http://www.aicpa.org/research/standards/auditattest/pages/clarifiedsas.aspx,
http://www.aicpa.org/InterestAreas/FRC/AccountingFinancialReporting/PCFR/DownloadableDocuments/FRF-
SME/FRFforSMEs Illustrative Financial Statements.pdf.
7
For information about GAGAS, see http://www.gao.gov/yellowbook/overview.

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manner to be prescribed by the BOE. The Corporation shall agree to modifications of the Budget
as the Chancellor shall direct, provided that no funds shall be reduced where the same have been
obligated to third Parties under executed agreements.

5.4 Advance Payment(s). All else in the Agreement to the contrary notwithstanding, the BOE
shall make advance payments to the Corporation.

(a) Deposit of Advance Payment(s). Immediately upon receipt of each advance payment
described in this Article 5.4 the Corporation shall deposit the entire amount of the same in
the specific separate, interest-bearing checking account(s) required by this section. Each
account shall be held in the name of “NYC School Support Services, Inc., in trust for the
Board of Education of the City School District of the City of New York.” (Such account
shall not be an escrow account.) The Corporation shall utilize only a reputable banking
institution licensed by the State of New York and insured by the Federal Deposit Insurance
Company. The Corporation shall use the funds in the said checking account(s) only to pay
for the Services under this Agreement and only upon the receipt of written approval by the
Chancellor or the BOE Contract Manager for each such payment. The Corporation shall
use all interest obtained from the said bank account only for the performance of Services
under this Agreement.

(b) Advance Payments for Services. The BOE shall process a sum to be determined by the
BOE by the second business day of each month, such funds to be used for payment of the
next two bi-weekly payrolls. The Corporation shall maintain the funds used for payment
of the next two bi-weekly payrolls in a payroll account (“Payroll Account”), Any and all
custodial Service funds advanced by the BOE shall be used solely for the purposes intended
and shall be accounted for in the Corporation’s financial records. To the extent that the
funds advanced exceed the sum expended, the balance shall be refunded to the BOE in a
manner to be determined by the BOE. In addition to any other records maintenance
obligations stated elsewhere in this Agreement, all records pertaining to the receipt and
expenditure of funds, including, but not limited to, current bank Payroll Account activity
shall be produced by the Corporation upon the BOE’s demand.

(c) Advance Payments for Overhead. The BOE shall advance a sum to be determined by the
BOE by the second business day of each quarter, such funds to be used for payment of the
next quarter’s overhead. The Corporation shall maintain the funds used for payment of the
next quarter’s overhead in an operating account (“Operating Account”). Any and all
overhead funds advanced by the BOE shall be used solely for the purposes intended and
shall be accounted for in the Corporation’s financial records. In addition to any other
records maintenance obligations stated elsewhere in this Agreement, all records pertaining
to the receipt and expenditure of funds, including, but not limited to, current bank
Operating Account activity shall be produced by the Corporation upon the BOE’s demand.

(d) Reserve Fund and Summer Work Projects Fund. In the sole and absolute discretion of the
Chancellor, the BOE shall have the option to provide advance payments to the Corporation

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for the establishment and the Corporation’s use of a Reserve Fund and/or a Summer Work
Projects Fund. If at any time during the Term the Corporation shall desire to have
established one or both of the Reserve Fund and/or a Summer Work Projects Fund, the
Corporation shall submit a written request(s) to the Chancellor, which request(s) shall
contain a detailed explanation of the need for one or both such funds along with a detailed
explanation of the Corporation’s plans for expenditures from one or both such funds. If
established, the Corporation shall submit a written request to the BOE for each additional
advance payment to be dedicated to one or both of such funds containing the amount of the
advance payment together with a breakdown of the estimated planned expenditures for
each additional advance payment.

(e) Any and all funds advanced by the BOE under this Article 5.4 shall be accounted for in
the Corporation’s financial records. In addition to any other records maintenance
obligations stated in this Agreement, all records pertaining to the receipt and expenditure
of funds, including, but not limited to, bank account activity shall be produced by the
Corporation upon the BOE’s demand.

5.5 Invoices. Not more frequently than monthly, the Corporation shall submit an invoice to the
BOE in a form reasonably acceptable to the Chancellor or in a form as reasonably specified in
writing by the BOE Contract Manager. The Corporation shall comply in all respects with any and
all BOE and/or specialized DSF rules, regulations and/or procedures for the submittal of invoices,
applications for payment, etc., as provided by the BOE to the Corporation in writing. The
Corporation shall state clearly on each invoice all Services performed, all goods, materials and
equipment furnished, all overhead costs accrued, and all charges incurred for the same during the
previous month or greater period, in conformity with the specifications expressed in this Agree-
ment. BOE payments in response to the Corporation’s submitted invoices shall only be made for
Services and work performed, for equipment and materials furnished, for overhead costs actually
accrued and incurred. Each invoice submitted for payment must be approved by the Chancellor
that all of the Services for which payment is demanded shall have been performed in a satisfactory
manner. The maximum amount upon an invoice, for which the BOE shall be liable for payment
either in advance or after the fact, shall be limited to the amount the Corporation actually shall
have expended, incurred or accrued. The Corporation shall not incur any expenses that are not
ordinary, necessary and reasonable in the context of performing this Agreement and/or that are
contrary to applicable Law and/or public policy and/or BOE policy. The BOE shall not be required
to approve or pay any invoice(s) constituting a Final Payment hereunder until all reports specified
in Article 4, supra, and/or otherwise in the Agreement shall have been received and accepted.

5.6 Documentary Support for Invoiced Charges. The Corporation shall maintain documentary
support for all expenditures as follows: (i) for Services, the Corporation’s documentary support
shall include, but not necessarily be limited to, contemporaneously prepared time records, Third
Party invoices and proof of payment; and, (ii) for overhead costs, the Corporation’s documentary
support shall include, but not necessarily be limited to, original records, including, but not limited
to, contracts, engagement letters, purchase orders, invoices, proof of payment, administrative staff
time and payroll records, and leases, as applicable. The Corporation shall make available all books,
records, reports and other materials reasonably deemed necessary by the Chancellor to substantiate

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the validity of claims for payment. This Agreement and all consideration hereunder are subject to
pre-audit and post-audit by the Chancellor, the Comptroller and/or their designee(s).

5.7 Monthly Reconciliation Certifications for Advance Payments for Services and Overhead.

(a) Reconciliation of Advance Payments for the Services. By the 15th of each month, the
Corporation shall submit to the BOE an electronic statement of Services (“Service In-
voice”) reflecting the paid bi-weekly payrolls for the prior month. The Invoice shall
provide the data in a format specified by the BOE. The Service Invoice shall be used by
the BOE to determine whether funds advanced for Services exceeded funds expended. In
any such case, excess funds shall be maintained as required in Article 5.4(a)-(c), supra,
and shall be subject to recoupment as determined by the BOE. In any case where the funds
expended exceed the funds advanced, the BOE shall determine the cause for such condition
and resolve the discrepancy in its sole discretion.

(b) Reconciliation of Advance Payments for Overhead Costs. By the 15th of each quarter, the
Corporation shall submit to the BOE an electronic statement of Overhead (“Overhead
Invoice”) reflecting the prior quarter’s Overhead accrued costs. The Invoice shall provide
the data specified by the BOE and in a format that the BOE directs. The Overhead Invoice
shall be used by the BOE to determine whether the funds advanced for Overhead exceeded
the funds expended. In any such case, the excess shall be maintained as required in Article
5.4(a)-(c), supra, and shall be subject to recoupment as determined by the BOE. In any
case where the funds expended exceed the funds advanced, the BOE shall determine the
cause for such condition and resolve the discrepancy in its sole discretion.

5.8 Corporation Refunds of Undocumented Charges. If the Corporation shall fail or refuse to
provide sufficient evidence acceptable to the Chancellor to support any and all of the Corporation’s
charges for the Services and/or overhead costs, the Board shall not be required to pay compensation
regarding such items and may, if such compensation shall have been paid already, require the
Corporation to refund the full amount of all such payments. In the event of such a demand by the
Board, the Corporation shall be obligated to make a prompt refund of any and all payments that
shall have been made and/or to permit the BOE to make deductions from subsequent advance
payments and/or post-Services payments. Reference is hereby made to Section 40 entitled, “Set-
Off Rights,” of the T&C.

5.9 BOE Payments for Subcontractors. BOE payments, if any, for approved Subcontractors
that the Corporation may use under this Agreement shall not exceed the rate(s) expressed in
Attachments B, C, E, and/or F. Subcontractors may be paid only for the number of hours actually
worked, if any affected subcontracts are based on hourly rates. In the case of a Subcontractor with
a subcontract requiring production of a deliverable or service without regard to an hourly rate, the
BOE will reimburse the Corporation only for charges related to the deliverable or service.
Subcontractors shall not be entitled to the Corporation’s employee Fringe Benefits and/or other
overhead costs on top of the Subcontractors’ rates, and the Board shall not be liable to pay for the
same. Subcontractors shall not be used for clerical duties or functions. The Workforce may receive
no more than one day’s pay for each day worked. The Corporation shall maintain detailed résumés

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for all members of the Workforce used for this Agreement, which résumés the Corporation shall
make available on request by the Chancellor.

5.10 Transportation Costs and Accommodation Costs. Additional payments for Transportation
Costs and Accommodation Costs are not allowable under this Requirements Agreement, and the
Corporation shall make no demand for, nor be entitled to receive, any payments for Transportation
Costs and/or Accommodation Costs, provided that, reasonable costs of the Executive Director for
tolls and parking shall be reimbursable upon certification by the Executive Director that the costs
were necessary and valid in order to perform the Services under this Agreement and approval of
the Chancellor or the DOE Contract Manager. Costs incurred by the Executive Director for
commuting between his/her residence and any primary work location are not reimbursable.

5.11 Overhead Costs. The Corporation shall be paid only for overhead costs that are the lesser
of (i) those overhead costs expressly specified in the Scope of Services (Attachment C) and/or
the Budget (Attachment F), if any, or (ii) the amount calculated by using the formula stated in
Section 13 of the T&C.

5.12 Executive and Administrative Employee Compensation. The Corporation shall not cause
and/or permit any of its executive, administrative and/or other employees to receive total com-
pensation (i.e., salary, fringe benefits, other benefits, deferred compensation, etc.) in excess of the
approved, budgeted compensation expressed in the Budget (Attachment F), unless approved in
advance in writing by the Chancellor in his/her sole discretion.

5.13 Timing of Payments. The BOE shall not be deemed to have received an invoice earlier than
the first (1st) day that the BOE shall be open for business each month with respect to the preceding
month in which Services shall have been performed and accepted. The date of payment of an
invoice shall be either the date that the payment shall be electronically wired to the Corporation or
the date that the check shall be issued by the Comptroller on behalf of the BOE.

5.14 Electronic Invoicing and Payment Systems. The Corporation shall submit invoices and
other applications for payment (such as, but not limited to, advance payments) through the Board’s
electronic invoicing and payment systems and in such formats and with such content as to be
determined by the BOE. The Corporation shall enroll in the Board’s electronic invoicing and
payment system.8 In accordance with City Administrative Code Section 6-107.1, the Corporation
agrees to accept payments under this Requirements Agreement from the Board by electronic funds
transfer. An electronic funds transfer is any transfer of funds, other than a transaction originated
by check, draft or similar paper instrument, which is initiated through an electronic terminal,
telephonic instrument or computer or magnetic tape so as to order, instruct or authorize a financial
institution to debit or credit an account. Before the first payment made under this Agreement, the
Corporation shall designate one (1) financial institution or other authorized payment agent and

8
The BOE electronic invoicing and payment system is administered by the BOE Division of Financial Operations
(“DFO”). To enroll in the system, the Contractor must agree in advance to a two percent (2%) prompt payment
discount to defray DFO’s software and administrative costs for the system. The BOE shall reimburse the Corporation
for the value of the said prompt payment discount, i.e., the Corporation shall adjust its invoices accordingly while
specifically identifying charges to cover the costs of the said prompt payment discount.

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shall complete the “EFT Vendor Payment Enrollment Form” available at http://www.nyc.gov/dof
in order to provide the Commissioner of Finance with information necessary for the Corporation
to receive electronic funds transfer payments through the designated financial institution or
authorized payment agent. The crediting of the amount of a payment to the appropriate account on
the books of a financial institution or other authorized payment agent designated by the
Corporation shall constitute full satisfaction by the BOE for the amount of the payment under this
Agreement. The account information supplied by the Corporation to facilitate the electronic funds
transfer shall remain confidential to the fullest extent provided by Law. The Corporation
acknowledges and agrees that the City charges a fee to issue each paper check, and the Corporation
shall avoid any such costs which would have to be absorbed by the BOE. The BOE shall notify
the Corporation in the event of a change in the BOE or the City payment method policy that results
in the termination of electronic wire payments.

5.15 Disputed Payments. If the BOE shall, in good faith, dispute any of the Corporation’s
invoices, in whole or in part, the BOE shall provide the Corporation with written notice of each
such dispute before the date any disputed payment shall become due and owing. In each such
notice, the BOE shall state the basis for the Board’s dispute. The BOE shall pay the undisputed
amount as set forth in this Article 5. The Board’s and Corporation’s Contract Managers shall meet
not later than ten (10) Business Days after the Corporation receives the Board’s dispute notice and
shall enter into good faith negotiations aimed at resolving the payment dispute. If the Contract
Managers shall be unable to reach a mutually satisfactory resolution of each such dispute within
the succeeding thirty (30) Business Days, the Parties shall attempt to resolve such disputed item(s)
in accordance with Article 15.13, infra, and Section 46 of the T&C. During such dispute resolution
process, each of the Parties shall continue to perform their obligations hereunder. If the dispute
resolution efforts fail, each Party may exercise its rights at law or in equity. The BOE’s right to
liquidated damages or to adjustment of the Corporation’s charges and/or compensation under this
Agreement shall not be affected by the fact that the BOE shall have elected not to dispute or shall
have failed to dispute any of the Corporation’s invoices.

5.16 Budget Modifications and Revisions. The Corporation shall submit any and all modifica-
tions and/or revisions to budget lines resulting in annual increases of five percent (5%) or more to
the Chancellor for advance approval. The Corporation shall submit any and all modifications
and/or revisions that resulting in the creation of new budget lines or the deletion of existing budget
lines to the Chancellor for advance approval. Regarding the foregoing, the Corporation shall
provide written, detailed explanations of all such changes upon receipt of written requests from
the BOE.

ARTICLE 6. SUBCONTRACTS

6.1 The Corporation shall not enter into any subcontract for the performance of its obligations, in
whole or in part, under this Agreement without the prior approval by the BOE of the Subcontractor.
The BOE shall have sole and absolute discretion whether or not to approve any Subcontractor. The
BOE hereby grants approval for all subcontracts for an amount that does not exceed Five Thousand
Dollars ($5,000.00) per Contract Year. All subcontracts must be in writing.

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6.2 Before entering into any such subcontract for an amount greater than Five Thousand Dollars
($5,000.00) per Contract Year, the Corporation shall submit a written request for the approval of
the proposed Subcontractor to the BOE giving the name and address of the proposed Subcontractor
and the portion of the services that it is to perform and furnish. At the request of the BOE and
before the grant of final approval, a copy of the proposed subcontract shall be submitted to the
BOE. The proposed Subcontractor’s Procurement and Sourcing Solutions Portal (“PASSPort”)
disclosure filings must be submitted, if required, within thirty (30) days after the BOE shall have
granted preliminary approval of the proposed Subcontractor. Upon the request of the BOE, the
Corporation shall provide any other information demonstrating that the proposed Subcontractor
has the necessary facilities, skill, integrity, past experience and financial resources to perform the
specified Services in accordance with the terms and conditions of this Agreement. The BOE shall
make a final determination in writing approving or disapproving the Subcontractor after receiving
all requested information. For proposed subcontracts that do not exceed Twenty-five Thousand
Dollars ($25,000.00) per Contract Year, the BOE’s approval shall be deemed granted if the BOE
does not issue a written approval or disapproval within forty-five (45) days of the BOE’s receipt
of the written request for approval or, if applicable, within forty-five (45) days of the BOE’s
acknowledged receipt of fully completed PASSPort disclosures for the Subcontractor.

6.3 All subcontracts shall contain provisions specifying that: (i) nothing contained in the agreement
between the Corporation and the Subcontractor, or under the Agreement between the BOE and the
Corporation, shall create any contractual and/or other relation between the Subcontractor and the
BOE; (ii) nothing contained in the agreement between the Corporation and the Subcontractor, or
under the Agreement between the BOE and the Corporation, shall create any contractual
relationship, employer-employee relationship, quasi-employer/quasi-employee relationship and/or
any other type of relationship between the Subcontractor’s employees (including, but not limited
to, general employees, special employees, full-time employees and/or part-time employees) and
the BOE; (iii) the Subcontractor specifically agrees to be bound by provisions in this Agreement
regarding Non-Discrimination, Equal Employment Opportunity Requirements, Confidentiality,
Cooperation with Audits and Investigations, as applicable to a given Subcontractor’s services, and
specifically agrees that the BOE may enforce such provisions directly against the Subcontractor
as if the BOE were a party to the subcontract; and, (iv) the specific consideration for the
Subcontractor’s services, including any monetary exchange between the parties and the basis upon
which payment will be made. The Corporation remains responsible for submission and approval
of any second-tier subcontracts.

6.4 The Corporation agrees that it is as fully responsible to the BOE for the acts and omissions of
its Subcontractors and of Persons either directly or indirectly employed by such Subcontractors as
it is for the acts and omissions of any Person directly employed by the Corporation,.

6.5 For determining the value of a subcontract, all subcontracts with the same Subcontractor shall
be aggregated.

6.6 The BOE may revoke the approval of a Subcontractor granted or deemed granted pursuant to
Articles 6.1 and/or 6.2, supra, if revocation is deemed to be in the interest of the BOE in writing
on no less than ten (10) days’ notice unless a shorter period is warranted by considerations of
health, safety, integrity issues or other similar factors. Upon the effective date of such revocation,

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the Corporation shall cause the Subcontractor to cease all work under the Agreement. The BOE
shall not incur any further obligation for Services performed by such Subcontractor pursuant to
this Agreement beyond the effective date of the revocation. The BOE shall pay for Services
provided by the Subcontractor in accordance with this Agreement prior to the effective date of
revocation.

6.7 The Board’s approval of a Subcontractor shall not relieve the Corporation of any of its
responsibilities, duties and liabilities under this Agreement. At the request of the Board, the
Corporation shall provide the Board with a copy of any subcontract.

6.8 Individual employer-employee contracts are not subcontracts subject to the requirements of
this Article 6.

6.9 Payments made under the terms of any subcontract for Services under this Agreement must be
supported with documentation that includes dated invoices and work performed.

6.10 The Corporation shall cause any Subcontractor to maintain insurance appropriate to the
Services provided under the subcontract in commercially reasonable limits and consistent with the
requirements in Article 9.4(h), infra.

ARTICLE 7. WAGES; PERSONNEL CLEARANCE

7.1 Replacement Custodian. If a School Custodian’s employee leaves employment at any time
during the term of the Agreement, or if additional custodial employees are needed, the Corporation
may hire a replacement employee (“Replacement Custodial Assistant”).

7.2 Wages (a) All Persons employed by the Corporation and by the Corporation’s Subcon-
tractors shall be paid no less than the minimum sum required by Law. The Corporation shall pay
each building service employee, as such term is defined in N.Y. Labor Law section 230(1), a wage
of not less than the wage specified for his or her craft, trade or occupation specified in the New
York City Comptroller’s Prevailing Wage Schedules. The Prevailing Wage Schedule for 2019-
2020 is attached as Attachment E. Future prevailing wage schedules are available on the City
Comptroller’s Prevailing Wage Web page at http://comptroller.nyc.gov/general-
information/prevailing-wage.

(b) No later than the first day upon which work on said contract is performed by any employee,
the Corporation shall post in a prominent and accessible place at each BOE Facility a legible
statement of the wages to be paid to the workers employed thereon.

(c) The Corporation shall pay each building service employee who works more than eight hours
in any one day or more than forty hours in any workweek wages for such overtime at a rate not
less than one-and-one-half times his prevailing basic cash hourly rate.

(d) The Corporation shall comply with the record keeping requirements set forth in Labor Law
section 233.

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7.3 Equal Employment. The Corporation shall not unlawfully discriminate against any
employee or applicant for employment because of actual or perceived age, race, creed, religion,
religious practice, sex, gender, color, disability, sexual preference or orientation, national origin,
alienage, citizenship status, partnership status, marital status, pregnancy, childbirth or condition
relating to pregnancy or childbirth, political beliefs or affiliations, arrest or conviction record,
military status, predisposing genetic characteristics, unemployment status, status as a victim of
domestic violence, stalking, and sex offenses, presence of a service animal, or any other protected
class of individuals as defined by City, State or Federal laws, rules or regulations.

7.4 Personnel Clearance. (a) The Corporation agrees that, in the Chancellor’s discretion, the
Workforce engaged in the performance of this Agreement may be subject to security, health and/or
other clearance procedures administered by the BOE including, without limitation, fingerprint
checks. The Corporation agrees further that all members of the Workforce who shall or likely may
have direct contact with BOE employees and/or students, shall be subject to security, health and/or
other clearance procedures administered by the BOE including, without limitation, fingerprint
checks. No Custodial Employees may start work until they have been finger-printed and their
criminal record has been cleared by BOE. The Corporation shall comply with all BOE security
clearance requirements including, but not limited to, referring any employee not already
fingerprinted and cleared by the BOE to the BOE Office of Personnel Investigation before the
employee is deployed to the assigned school; entering all required information into the DOE’s
Personnel Eligibility Tracking System (PETS); and, responding to notices from the DOE regarding
a change in an employee’s eligibility status.

(b) The Chancellor shall determine whether and to what extent any one or more of the Workforce
subject to security, health and/or other clearance procedures shall be denied access to the Educa-
tional Community for security, health and/or other reasons. If the Chancellor shall deny such
access to any one or more of the Workforce, the Corporation shall abide by the following: (i) the
BOE shall notify the Corporation and the Person(s) of the specific grounds for the decision and
will afford the Person(s) an opportunity to present information on his/her own behalf; (ii) imme-
diately upon notification, the Corporation shall remove and bar the affected Person(s) from any
contact with the Educational Community in the course of the performance of this Agreement,
unless and until the decision is reversed or modified; and, (iii) immediately, the Corporation shall
assign another employee(s), Subcontractor(s) and/or Subcontractor employee(s) to fulfill the du-
ties and responsibilities of the removed Person(s) related to the performance of this Agreement,
unless and until the decision is reversed or modified.

7.5 Personnel Files. The Corporation shall maintain copies of the personnel files of the
custodial assistants and Replacement Custodial Assistants (together the “Custodial Employees”)
at the Corporation’s main office and shall furnish such personnel files to DSF and/or the New York
City Law Department upon request. Employment evaluation will follow the BOE standard
operating procedures and adhere to the BOE’s terms of eligibility of employment. The Corporation
and all employees shall adhere to all BOE policies and procedures set forth in Regulation of the
Chancellor No. C-105, as such regulation may be amended at any time during the term without
notice to the Corporation.

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7.6 Dress Codes. The Corporation will specify a uniform dress code for all Custodial
Employees. Consistent with the New York City Human Rights Law, such dress code shall not
provide different requirements based on sex or gender. The dress code shall be subject to approval
by the applicable BOE Facility’s Principal, if any, and the Deputy Director of Facilities.

7.7 Other Employment. The Corporation shall ensure that the Custodial Employees are
engaged in providing Services during the time for which they are paid for Services and that the
Custodial Employees are not engaging in other work during the time for which they are paid for
Services.

7.8 Pursuant to Labor Law Section 239 the Corporation agrees to the following provisions and
shall include such requirements in subcontracts if required by law:

(a) That in the hiring of employees for the performance of work under the Agreement or
any subcontract thereunder within the territorial limits of this state, the Corporation
a Subcontractor, and any person acting on behalf of such Corporation or
Subcontractor, shall not by reason of race, creed, color, national origin, age, sex or
disability, discriminate against any citizen of the state of New York who is qualified
and available to perform the work to which the employment relates;

(b) That the Corporation, its Subcontractor, and any Person on his behalf shall not, in
any manner, discriminate against or intimidate any employee hired for the
performance of work under the Agreement on account of race, creed, color, national
origin, age, sex or disability;

(c) That there may be deducted from the amount payable to the Corporation by the BOE
under the Agreement a penalty of fifty dollars for each Person for each day during
which such Person was discriminated against or intimidated in violation of the
provisions of the Agreement;

(d) That the Agreement may be cancelled or terminated by the BOE, and all moneys due
or to become due thereunder may be forfeited for a second or any subsequent
violation of the terms or conditions of this Article 7.8.

7.9. Equal Employment Opportunity Policy and Training. The Corporation shall develop and
maintain a written equal employment opportunity policy that is substantially similar to the BOE’s
Anti-Discrimination Policy (Chancellor’s Regulation A-830) to provide equal employment
opportunities without regard to actual or perceived race, color, religion, creed, ethnicity, national
origin, alienage, citizenship status, age, marital status, partnership status, disability, sexual
orientation, gender (sex), military status, unemployment status, caregiver status, consumer credit
history, prior record of arrest or conviction (except as permitted by law), predisposing genetic
characteristics, or status as a victim of domestic violence, sexual offenses and stalking, and to
maintain an environment free of harassment on any of the above-noted grounds, including sexual
harassment or retaliation. The Corporation shall ensure that its personnel: 1) receive a copy of the
Corporation’s policy; 2) are trained in EEO laws and procedures; and 3) know how to carry out
their responsibilities under the policy.

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ARTICLE 8. INDEMNIFICATION

8.1. Indemnification of the Corporation and its Directors, Officers, Employees, and
Volunteers. (a) To the fullest extent permitted by law, BOE shall defend (as stated in this Article
8), indemnify and hold harmless the Corporation and each director, officer, employee, and
volunteer of the Corporation, whether or not then in office or so employed, from and against any
and all liabilities, obligations, damages, and expenses arising from all services performed and
activities conducted by the Corporation pursuant to this Agreement, except with respect to the
director, officer, employee, and volunteer, the BOE’s obligation to defend (as stated in this Article
8), indemnify and hold harmless will be effective only if the Corporation complied with Article
7.4 (Personnel Clearance), supra, with respect to such individual. Notwithstanding the foregoing,
the BOE’s obligation to defend (as stated in this Article 8), indemnify and hold harmless the
Corporation and each director, officer, employee, and volunteer of the Corporation shall not apply
to any liability, obligation, damage, or expense that arises from or in connection with the gross
negligence, or intentional or willful acts or omissions of the Corporation, its directors, officers,
employees and volunteers.

(b) In the event of any claim or legal proceeding against BOE or the City by an employee
or volunteer of the Corporation in connection with the terms of this Agreement, the Corporation
agrees to indemnify and hold harmless the BOE and the City, including their respective officials
employees, and volunteers, from and against any and all liabilities, obligations, damages, and
expenses arising out of or in connection with the negligence or willful acts or omissions of the
Corporation, its directors, officers, employees, and volunteers.

(c) In the event that an administrative discrimination claim arises against the Corporation
or an employee or volunteer of the Corporation (hereinafter referred to as a “Human Rights
Claim”), and indemnification is sought by the Corporation pursuant to this Section 8.1, the
Corporation shall promptly notify the BOE of such claim no later than 15 days prior to the time
any response to the asserted claim is required. Such notice shall include, if known, the facts
concerning the basis for such claim. Failure to give reasonably prompt notice shall not release,
waive or otherwise affect the BOE’s potential obligation to indemnify, except to the extent of any
loss and prejudice as a result thereof. The BOE may assume the defense of such Human Rights
Claim if, within 15 days after prompt notice of the Human Rights Claim to the BOE, either (1) the
BOE shall acknowledge in writing to the Corporation the applicability of BOE’s indemnification
obligations as provided in Section 8.1(a), or (2) the defense of the Human Rights Claim is tendered
to the BOE by the Corporation and such tender is accepted by the BOE. So long as the BOE has
assumed the defense of such Human Rights Claim, and is defending such claim in good faith, the
Corporation shall not have the right to be represented by counsel at its own expense in any
proceeding or settlement conducted by the BOE, and the BOE shall have the exclusive right, in its
sole discretion, to settle any such Human Rights Claim, either before or after the initiation of the
proceeding, at such time and on such terms as the BOE deems appropriate, in consultation with
the New York City Law Department and with the approval of the Comptroller, provided that such
settlement does not impose any monetary obligations on Corporation. The Corporation also shall
not be required to enter into any settlement that does not include an unconditional release of the
Corporation from all liability in respect of such claim. If the Corporation is entitled to
indemnification against a Human Rights Claim pursuant to this Section 8.1, and the BOE fails to

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assume the defense of such claim, the Corporation shall have the right, without prejudice to its
right of indemnification hereunder, to contest, defend, and litigate such Human Rights Claim;
provided that the Corporation shall not settle such Human Rights Claim without the prior written
consent of the BOE, such consent not to be unreasonably withheld.

(d) In the event that a claim for which BOE owes a duty of indemnification under this
section 8.1 is made or noticed against the Corporation or an employee or volunteer of the
Corporation (hereinafter referred to as a “Third Party Claim”), and indemnification is sought by
the Corporation pursuant to this paragraph, the Corporation shall promptly notify the New York
City Law Department of such claim no later than 10 days prior to the time any response to the
asserted claim is required. Such notice shall include, if known, the facts constituting the basis for
such claim; provided, however, that in the event a request for indemnification arises from or in
connection with any Third Party Claim, the Corporation shall give such notice thereof to the New
York City Law Department no later than 10 days prior to the time any response to the asserted
claim is required, if possible; and provided further, however, that failure to give such reasonably
prompt notice shall not release, waive or otherwise affect the BOE’s potential obligation with
respect thereto, except to the extent of any loss and prejudice as a result thereof. In the event a
Third Party Claim arises, the New York City Law Department may assume the defense of such
Third Party Claim if, within 30 days after prompt notice of the Third Party Claim to the New York
City Law Department, either (1) the New York City Law Department shall acknowledge in writing
to the Corporation, the applicability of BOE’s indemnification obligations as provided in this
Section 8.1(d), or (2) the defense of the Third Party Claim is tendered to the New York City Law
Department by the Corporation and within 30 days thereafter such tender is accepted by the New
York City Law Department, or (3) within 30 days after the date on which written notice of a Third
Party Claim has been given to the BOE, the BOE shall acknowledge in writing to the Corporation
and without qualification that the BOE’s indemnification obligations as provided in this Section
8.1 apply to the claim at issue. Except as authorized by BOE, the Corporation shall not, in such
instances, have the right to be represented by counsel at its own expense in any such contest,
defense, litigation or settlement conducted by the New York City Law Department. So long as the
New York City Law Department has assumed the defense of any Third Party Claim, and is de-
fending such claim in good faith, the Corporation shall not have the right to be represented by
counsel at its own expense in any contest, defense, litigation or settlement conducted by the New
York City Law Department. The New York City Law Department shall have the exclusive right,
in its sole discretion, to settle any such claim, either before or after the initiation of litigation, at
such time and on such monetary terms as the New York City Law Department advises and the
BOE deems appropriate, with the approval of the Comptroller, as provided in the New York City
Charter, and on such non-monetary terms as the BOE deems appropriate, provided that such
settlement does not impose any monetary obligations on the Corporation. The Corporation also
shall not be required to enter into any settlement of a claim that does not include an unconditional
release of the Corporation of all liability in respect of such claim. If the Corporation is entitled to
indemnification against a Third Party Claim, and the New York City Law Department fails to
assume the defense of the Corporation for a Third Party Claim pursuant to this paragraph, the
Corporation shall have the right, without prejudice to its right of indemnification hereunder, to
contest, defend, and litigate such Third Party Claim; provided that the Corporation may not settle
such Third Party Claim without the prior written consent of the New York City Law Department
and the BOE, such consent not to be unreasonably withheld.

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8.2 Limited Indemnification for ERISA Liabilities. In the event of any claim or legal pro-
ceeding against the Corporation or any director, officer, employee, or volunteer of the Corporation
brought under the Employee Retirement Income Security Act of 1974, as amended (ERISA), with
respect to an employee pension benefit plan, the BOE shall indemnify and hold harmless the
Corporation and each director, officer, employee, and volunteer of the Corporation, whether or not
then in office or so employed from and against any and all resulting liabilities, obligations,
damages, penalties, and expenses to the fullest extent allowed under ERISA. Notwithstanding the
above, the BOE shall not pay legal expenses incurred by the Corporation or individuals that would
otherwise be covered by third party insurance. The limited indemnification described in this
Article 8.2 will not apply with regard to any claim or legal proceeding based on a claim against
an individual that arises out of that individual’s gross negligence or misconduct.

8.3 Effect on Insurance. The provisions of this Article 8 shall not be construed to impair, limit
or modify the obligations of any insurer under any policy of insurance. The indemnification under
this Article 8 is intended to provide excess liability protection above that provided by any
insurance, including but not limited to excess or umbrella policies, protecting the Corporation or
any Person to be defended, indemnified or held harmless pursuant to this Article 8, and the
indemnification provided under this Article 8 shall not be deemed to be contributing to the amount
payable under such insurance. No insurance company shall be entitled to use this Article 8 as the
basis to proceed against the City to recover any amount of insurance proceeds paid or to reduce
the amount of insurance proceeds payable.

8.4 Waiver. Any of the requirements set forth in this Article 8 that must be satisfied in order
that the BOE have defense and indemnification obligations under this Article 8, may be waived
by obtaining the waiver of both the Corporation Counsel and the Chancellor.

8.5 Cooperation. The Corporation shall cause its directors, officers, employees, and volunteers
to cooperate with the BOE and the New York City Law Department in connection with any claims
against the Corporation, BOE, or the City arising out of the services performed and activities
conducted pursuant to this Agreement. The duty to cooperate includes, in the case of a Third Party
Claim, a duty to provide an original or a copy of any summons, complaint, process, notice, demand
or pleading within ten days (or such longer period acceptable to the Corporation Counsel) after a
director, officer, employee, or volunteer is served with such document. The Corporation shall
without delay provide all documents, incident, and/or accident reports and such other assistance
as is deemed necessary by the New York City Law Department.

ARTICLE 9. INSURANCE

9.1 Agreement to Insure. The Corporation shall not commence performing services under this
Agreement unless all insurance required by this Agreement is in effect, and shall maintain
continuous insurance coverage in the manner, form, and limits required by this Article throughout
the term of the Agreement.

9.2 Types of Insurance Required. The Corporation shall maintain the following types of
insurance indicated below. Where this Agreement requires that insurance be “at least as broad as”

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a specified form (including forms issued by the Insurance Services Office (ISO)), there is no
obligation that the form itself be used, provided that the alternative form contained in its policy
provides coverage at least as broad as the specified form.

(a) Commercial General Liability Insurance. The Corporation shall maintain Commercial General
Liability Insurance (“CGL”) covering claims for property damage and bodily injury, including
death, and personal and advertising injury that may arise from any of the operations under this
Agreement. Such CGL must (i) be in the amount of at least one million dollars ($1,000,000) per
occurrence for bodily injury, including death and property damage and at least two million dollars
($2,000,000) in the aggregate, (ii) provide coverage for personal and advertising injury in the
amount of at least one million dollars ($1,000,000) unless waived in writing by the Chancellor or
Designee, (iii) provide coverage that is at least as broad as the coverage provided by the latest
edition of Insurance Services Office (“ISO”) Form CG 00 01, (iv) be “occurrence” based rather
than “claims-made” (v) list “the Board of Education of the City School District of the City of New
York and the City of New York, including their respective officials and employees” as additional
insureds with coverage at least as broad as the latest edition of ISO Form CG 20 26, (vi) not include
any exclusion that is not included in the latest edition of ISO Form CG 00 01, unless such exclusion
is approved in writing by the Board or required by Law.

(b) Employee Dishonesty (Fidelity) and Computer Crime Insurance. The Corporation shall
maintain and provide evidence to the BOE Contract Manager for, employee dishonesty (fidelity)
and computer crime liability and indemnity insurance coverage for losses caused and/or permitted
by any officers, directors, employees and/or agents of the Corporation (as well as any Person(s)
who Controls the Corporation) of any and all acts of commission and/or omission and/or
malfeasance including, but not limited to, dishonesty, employee theft including employee theft of
client property, forgery or alteration, inside the premises (theft of money and securities), inside the
premises (robbery or safe burglary of other property), outside the premises, computer fraud, funds
transfer fraud, and money orders and counterfeit money, whether such Persons are acting alone or
in concert with other Persons. The liability limit for the insurance coverage specified in this Article
9.2(b) shall not be less than Ten Million Dollars ($10,000,000.00) per occurrence or for each claim,
unless and/or to the extent that the Chancellor shall provide a temporary or permanent written
waiver for the reduction of such coverage limit. The policy shall name the Corporation as named
insured and shall list BOE and the City as loss payees as each of their interests may appear. Such
Employee Dishonesty (Fidelity) and Computer Crime Insurance policy shall be subject to the
approval of the Chancellor.

(c) Directors and Officers Liability Insurance. The Corporation shall maintain Directors and
Officers Liability Insurance covering the Corporation as Named Insured as well as the
Corporation’s directors and officers in the amount of at least one million dollars ($1,000,000) per
occurrence (or per claim) and two million dollars ($2,000,000) in the aggregate.

(d) Workers’ Compensation Insurance, Employers’ Liability Insurance and Disability Benefits
and Paid Family Leave Insurance. In accordance with Law, the Corporation shall provide, and
shall cause its Subcontractors to provide Workers’ Compensation Insurance, Employer’s Liability
Insurance, and Disability Benefits Insurance on behalf of or with regard to all employees providing
services under this Agreement.

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(e) Commercial Automobile Liability Insurance. If vehicles are used in the provision of ser-
vices under this Agreement, then the Corporation shall maintain Commercial Automobile Liability
insurance with a combined single limit of no less than $1,000,000 for liability arising out of
ownership, maintenance or use of any owned, non-owned, or hired vehicles to be used in
connection with this Agreement. Coverage shall be at least as broad as the most recently issued
edition of ISO Form CA 00 01. If vehicles are used for transporting hazardous materials, the
Commercial Automobile Liability Insurance shall be endorsed to provide pollution liability
broadened coverage for covered vehicles (endorsement CA 99 48) as well as proof of MCS-90.

(f) Employment Practices Liability Insurance. If so directed in writing by the BOE, the
Corporation shall maintain and provide evidence to the BOE Contract Manager for employment
practices liability insurance (“EPLI”) to protect against claims of discrimination, wrongful
termination, harassment, and other employment-related issues made by employees, former
employees, or potential employees. Such insurance shall provide breadth of coverage including,
but not limited to minimum policy limits, additional insureds, additional named insureds, and other
policy terms as is required by the BOE. The Corporation shall submit such proof of insurance or
copies of the policy as may be directed by BOE.

9.3 Proof of Insurance. Within thirty (30) days after the Corporation’s receipt of the initial
advance payment from the BOE as specified in Article 5.4, supra, the Corporation shall submit to
the BOE Contract Manager the following proofs of insurance coverage.

(a) For Workers’ Compensation Insurance, Disability Benefits Insurance, and Employer’s
Liability Insurance, the Corporation shall file one of the following. ACORD forms are not
acceptable proof of workers’ compensation coverage.

i. Form C-105.2 Certificate of Workers’ Compensation Insurance;

ii. Form U-26.3 -- State Insurance Fund Certificate of Workers’ Compensation
Insurance;
iii. Form SI-12, Certificate of Workers’ Compensation Self-Insurance;
iv. Form GSI-105.2, Certificate of Participation in Worker’s Compensation
Group Self-Insurance;
v. Form DB-120.1, Certificate of Disability and Paid Family Leave Benefits
Insurance;
vi. Form DB-155, Certificate of Disability Benefits Self-Insurance;
vii. Request for WC/DB Exemption (Form CE-200);
viii. Equivalent or successor forms used by the New York State Workers’
Compensation Board; or
ix. Other proof of insurance in a form acceptable to the BOE.

(b) For Commercial General Liability Insurance, Crime Insurance/Fidelity Bond, D&O In-
surance, Employment Practices Liability Insurance (if applicable), and Commercial Auto
Liability Insurance, the Corporation shall submit either:

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i. A certificate of insurance accompanied by a completed certification

of insurance broker or agent in the form attached hereto as Exhibit 1
and the endorsements by which the City and DOE, including their
respective officials and employees, have been made an additional
insured or loss payees, as their interests may appear; or

ii. A copy of the insurance policy, including declarations and

endorsements, certified by an authorized representative of the issuing
insurance carrier.

(c) If the Certificate of Insurance form contains a space to indicate the “certificate holder,”
such space shall list: The Board of Education of the City School District of the City of
New York, 52 Chambers Street, New York, New York 10007.

(d) The Certificate of Insurance form(s) evidencing CGL shall state: “The Board of Education
of the City School District of the City of New York and the City of New York, including
their respective officials and employees are additional insureds” or similar language
acceptable to the Chancellor or Designee.

(e) The Corporation shall submit Certificates of Insurance confirming renewals of insurance
to the BOE prior to the expiration date of coverage of policies required under this
Agreement. Such documentation shall comply with the requirements concerning proof
of insurance in paragraphs (a) through (c) above.

(f) The Corporation shall provide the BOE or the City or both with a copy of any policy of
insurance required under this Article 9 upon the demand for such policy by the
Chancellor or the Corporation Counsel.

(g) Acceptance by the BOE of proof of insurance does not excuse the Corporation from
maintaining policies consistent with all provisions of this Article 9 (and ensuring that
Subcontractors maintain such policies) or from any liability arising from its failure to do
so.

(h) In the event the Corporation receives notice, from an insurance company or other Person,
that any insurance policy required under this Article 9 shall expire or be cancelled,
modified, or terminated for any reason, the Corporation shall immediately forward a copy
of such notice to both the Board of Education, Office of Legal Services, Tweed
Courthouse, 52 Chambers Street, Room 308, New York, NY 10007-1222 and the New
York City Comptroller, Attn: Office of Contract Administration, Municipal Building, One
Centre Street, Room 1005, New York, New York 10007.

9.4 Miscellaneous Requirements.

(a) All required insurance policies shall be maintained with companies that may lawfully issue
the required policy and have an A.M. Best rating of at least A- / “VII” or a Standard &
Poor’s rating of at least A, a Moody’s Investors Service rating of at least A3, a Fitch Ratings

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rating of at least A-, or a similar rating by any other nationally recognized statistical rating
organization acceptable to the New York City Law Department, unless prior written
approval is obtained from the New York City Law Department.

(b) All insurance policies shall be primary (and non-contributing) to any insurance or self-
insurance maintained by the City or BOE.

(c) The City’s and the BOE’s limits of coverage for all types of insurance required under this
Agreement shall be the greater of (i) the minimum limits set forth herein or (ii) the limits
provided to the Corporation as Named Insured under all primary, excess, and umbrella
policies of that type of coverage.

(d) Whenever notice of loss, damage, occurrence, accident, claim or suit is required under any
policy maintained in accordance with this Article, the Corporation shall provide the insurer
with timely notice thereof on behalf of the City and BOE, including their respective
officials and employees. Such notice shall be given even where the Corporation may not
have coverage under such policy (for example, where one of Corporation employees was
injured). Such notice shall expressly specify that “this notice is being given on behalf of
the City of New York and City of New York Department of Education as Additional
Insureds” and contain the following information to the extent known: the number of the
insurance policy; the name of the named insured; the date and location of the damage,
occurrence, or accident; the identity of the Persons or things injured, damaged, or lost; and
the title of the claim or suit, if applicable. The Corporation shall simultaneously send a
copy of such notice to the City of New York c/o Insurance Claims Specialist, Affirmative
Litigation Division, New York City Law Department, 100 Church Street, New York, New
York 10007 and the Board of Education Law Department at 52 Chambers Street, New
York, New York 10007. If the Corporation fails to comply with the requirements of this
paragraph, the Corporation shall indemnify the City for all losses, judgments, settlements
and expenses, including reasonable attorneys’ fees, arising from an insurer’s disclaimer of
coverage citing late notice by or on behalf of the BOE or City, including their respective
officials and employees.

(e) The Corporation’s failure to maintain any of the insurance required by this Article 9 shall
constitute a material breach of this Agreement. Such breach shall not be waived or
otherwise excused by any action or inaction by the BOE at any time.

(f) Insurance coverage in the minimum amounts required in this Article 9 shall not relieve the
Corporation or its Subcontractors of any liability under this Agreement, nor shall it
preclude the BOE or City from exercising any rights or taking such other actions as are
available to it under any other provisions of this Agreement or Law.

(g) The Corporation waives all rights against the BOE and the City, including their respective
officials and employees for any damages or losses that are covered under any insurance
required under this Article 9 (whether or not such insurance is actually procured or claims
are paid thereunder) or any other insurance applicable to the operations of the Corporation
and/or its Subcontractors in the performance of this Agreement.

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(h) Unless waived in writing (with regard to a particular subcontract) by the BOE, the
Corporation shall require its Subcontractors providing services under this Agreement to
maintain Commercial General Liability insurance with regard to any operations under this
Agreement. Such insurance shall:

i. name the Corporation, the BOE, and the City, including their respective
officials and employees, as additional insureds with coverage at least as
broad as the most recently issued ISO form CG 20 26.
ii. be in amounts of at least one million dollars ($1,000,000) per occurrence
and two million dollars ($2,000,000) in the aggregate.

Prior to the commencement of a Subcontractor’s services, the Corporation shall provide

proof to the BOE of the Subcontractor’s compliance with such insurance requirements in
the form required by Article 9.3(b).

In addition the Corporation shall include provisions in agreements with Subcontractors that
(1) requires the Subcontractor to waive all rights against the BOE and the City, including
their respective officials and employees for any damages or losses that are covered under
any required insurance; (2) requires the subcontractor to provide notice on behalf of the
Corporation, City, and BOE of any loss, damage, occurrence, accident, claim or suit as
required under a liability insurance policy that specifically states: “this notice is being given
on behalf of NYC School Support Services, Inc., the City of New York, and City of New
York Department of Education as Additional Insureds;” a copy of such notice shall be
submitted to the City of New York c/o Insurance Claims Specialist, Affirmative Litigation
Division, New York City Law Department, 100 Church Street, New York, New York
10007; and (3) requires the Subcontractor to forward any notice, from an insurance
company or other Person, that an insurance policy required by the subcontract shall expire
or be cancelled, modified, or terminated for any reason to both the BOE Office of Legal
Services, Tweed Courthouse, 52 Chambers Street, Room 308, New York, NY 10007-1222
and the New York City Comptroller, Attn: Office of Contract Administration, Municipal
Building, One Centre Street, Room 1005, New York, NY 10007.

9.5 Claims-Made Insurance Policies.

(a) The Corporation agrees that all CGL insurance, umbrella excess liability insurance,
business auto liability insurance, and employer’s liability insurance supplied under this
Agreement shall be “occurrence-based” only. If any other required insurance is only
available or is customarily written on a “claims-made” basis, the Corporation, Subcon-
tractor and/or Affiliate shall comply with the following additional conditions.

(i) The Corporation shall maintain each “claims-made” coverage and shall provide an
insurance certificate(s) evidencing each such “claims made” coverage for a period
of two years after the Board’s final payment hereunder. Such certificate(s) must
show a retroactive date no later than the start of the Services under this Agreement;
or,

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(ii) The Corporation shall purchase an extended (minimum two years) reporting period
endorsement for each “claims-made” policy in force as of the date of final ac-
ceptance and evidence the purchase of this extended reporting period endorsement
by means of a certificate of insurance or a copy of the endorsement itself. Such
certificate or copy of the endorsement shall evidence a retroactive date no later than
the beginning of the Services under this Agreement.

(iii) If the Corporation provides any insurance that is issued on a “claims made” basis,
the Corporation may not change from such type of coverage to insurance issued on
a “per occurrence” basis either during the Term or the two-year post-Term coverage
period. The reason for this rule is the probability of gaps in insurance coverage that
might occur as a result of such a switch in coverage types.

(iv) For every “claims made” policy that the Corporation uses to comply with the re-
quirements of this Agreement, the Corporation must arrange for a licensed insur-
ance broker to specify in writing to the BOE whether the policy provides only a
“duty-to-reimburse” (defense litigation costs, other defense costs and other claims
management costs undertaken by the insurer erode the coverage limits) or provides
for a “duty-to-defend” (defense litigation costs, other defense costs and other
claims management costs undertaken by the insurer are separate from, and in
addition to, the coverage limits).

ARTICLE 10. SPACE; VEHICLES

10.1 Space. The Corporation shall arrange for its corporate offices and other administrative
and/or operational offices located on non-BOE premises, for which the BOE shall reimburse the
Corporation its reasonable, accrued costs.

10.2 Vehicles. The Corporation shall not use BOE or City vehicles.

ARTICLE 11. APPLICABLE LAWS AND REGULATIONS

11.1 Governing Law; Venue.

(a) This Agreement shall be governed by and construed in accordance with the laws of the
State of New York (“State”).

(b) The Parties agree that each and every provision of federal, State or local law, rule,
regulation or order required to be inserted in this Agreement is deemed by this reference to
be so inserted in its correct form, and upon the application of any Party, this Agreement
shall be amended by the express insertion of such provisions not so inserted or so inserted
incorrectly.

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(c) If this Agreement contains an unlawful provision not an essential part of this Agreement
and that shall not be deemed to have been a controlling or material inducement to the
making hereof, the same shall be deemed of no effect and shall, upon the application of
any Party, be stricken from this Agreement without affecting the binding force of this
Agreement as it shall remain after omitting such provision.

(d) The Parties agree that any and all claims asserted by or against the BOE or the City arising
under or related to this Agreement shall solely be heard and determined either in the courts
of the United States located in the City or in the courts of the State located in the City and
County of New York. The Parties shall consent to the dismissal and/or transfer of any
claims asserted in any other venue or forum to the proper venue or forum. If the
Corporation initiates any action in breach of this Article 11, the Corporation shall be
responsible for and shall promptly reimburse the City for any attorneys’ fees incurred by
the City in removing the action to a proper court consistent with this Article 11.

11.2 Compliance with Law. The Corporation agrees that all acts to be performed by it in
connection with this Agreement shall be performed, and all agreements to be entered into by the
Corporation hereunder shall be written, in strict conformity with all applicable federal, State, and
local law, rules, and regulations.

11.3 Non-Discrimination. The Corporation shall ensure that in any interaction with the BOE’s
personnel, students, and Educational Community, the Corporation and the Workforce shall give
equal opportunity to all Persons entitled to receive Services and shall not unlawfully discriminate
against such Persons on the basis of actual or perceived age, race, creed, religion, sex, gender,
color, weight, disability, sexual preference or orientation, national origin, alienage, citizenship
status, partnership status, marital status, military status, presence of a service animal or any other
class of individuals protected from discrimination by City, State or Federal laws, rules or
regulations.

ARTICLE 12. RECORDS, EVALUATION, AUDIT, REPORTS, POLICIES

12.1Maintenance of Records.

(a) The Corporation shall retain and maintain for the greater of (i) six (6) years from the date
of termination of this Agreement, or (ii) a period at least equal to that set forth in the
Records Retention and Disposition Schedule9 approved by the State Commissioner of
Education, or his/her successor in function, as the same may be amended from time to time
without notice to the Corporation, adequate time, payroll, personnel, expense and other
supporting records relating to all of the Services and all other activities as well as such
other tapes, records, cards, invoices, papers and other forms of records—together with any
and all computer hardware, software and/or other equipment and materials necessary to
render them intelligible—as are necessary to assure a proper accounting in accordance with

9
See http://www.archives.nysed.gov/records/retention ed-1.

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the “Generally Accepted Accounting Principles” (“GAAP”) of the funds payable under
this Agreement.

(b) The Corporation shall maintain complete and accurate records on all its activities under
this Agreement. Such records shall include, but not be limited to, the following:

i. minutes of all meetings of the Board of Directors and any committee(s)

thereof;
ii. copies of significant correspondence, both incoming and outgoing;
iii. financial documentation such as bank statements, cancelled checks, bills
and receipts, requests for payment and deposit slips relating to all financial
accounts and transactions under this Agreement;
iv. original documentation supporting expenditures including, but not limited
to, Service time records and proof of payment, contracts, engagement let-
ters, purchase orders, invoices, proof of payment, administrative staff time
and payroll records, and leases as applicable;
v. such other records and papers as the Chancellor or BOE Contract Manager
in writing may require to be maintained;
vi. a list of employees; and
vii. copies of all press releases and other publicity materials generated by the
Corporation.

(c) No later than six months after the commencement of this Agreement, the Corporation shall
submit to the BOE a records retention and management plan. Such plan shall be subject to
the approval of BOE, in consultation with the New York City Law Department.

(d) The Corporation shall maintain its financial accounts in accordance with generally
accepted accounting principles (“GAAP”). The Corporation shall maintain accounts on an
accrual basis and shall maintain books of original entry which shall include, but not
necessarily be limited to, asset, liability and fund balance accounts, as well as expenditure
and revenue accounts.

12.2 Inspection. (a) At any time during the Agreement or during the record retention period set
forth in Article 12.1(a), supra, as well as Section 26 of the T&C, the BOE, the Special
Commissioner for Investigation for the New York City School District (“SCI”), as well as City,
State and federal auditors and any other Persons duly authorized by the BOE shall, upon reasonable
notice, have full access to and the right to examine and copy all books, records, and other
documents maintained or retained by or on behalf of the Corporation pursuant to this Article 12.
Notwithstanding any provision herein regarding notice of inspection, all books, records and other
documents of the Corporation kept pursuant to this Agreement shall be subject to immediate
inspection, review, and copying by the SCI and/or the Comptroller without prior notice and at no
additional cost to the BOE and/or the City. The Corporation shall make such books, records and
other documents available for inspection in the City of New York.

(b) The BOE shall have the right to have representatives of the BOE or of the City, State or federal
government present to observe the Services being performed.

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12.3 Evaluation. The Corporation shall cooperate with the BOE to evaluate the Services
provided under this Agreement. The Corporation shall permit the BOE, its agents, designees,
employees and/or volunteers as well as the Comptroller and the SCI to visit and observe the
Services as they are being performed at BOE Facilities and to interview BOE employees and
Custodial Employees and other employees of the Corporation and distribute BOE questionnaires
and other materials.

12.4 Audit. (a) This Agreement and all books, records, documents, and other evidence required to
be maintained or retained pursuant to this Agreement, including all vouchers or invoices presented
for payment and the books, records, and other documents upon which such vouchers or invoices
are based (e.g., reports, cancelled checks, accounts, and all other similar material), are subject to
audit by (i) the BOE, including the Comptroller and the BOE’s Office of Auditor General, (ii) the
State, (iii) the federal government, (iv) the City, and (v) other Persons duly authorized by the BOE
and/or the City. Such audits may include examination and review of the source and application of
all funds whether from the BOE, the City, the State, the federal government, private sources or
otherwise.
(b) Audits by the BOE, including the SCI, and the Comptroller, are performed pursuant to the
powers and responsibilities conferred by Law.
(c) The Corporation shall submit any and all documentation and justification in support of
expenditures or fees under this Agreement as may be required by the BOE and by the Comptroller
in the exercise of his/her powers under Law.
(d) The Corporation shall notify the BOE of the commencement of an audit(s) within three (3)
Business Days of receiving an official notice of each such audit.

(e) Unless an audit(s) is conducted by the BOE, the Corporation shall submit complete copies of
all audit reports to the BOE within five (5) Business Days from the receipt of each such audit
report.

(f) The Corporation acknowledges and agrees that all audit reports shall be submitted to the BOE
for its review and appropriate action, if any.

12.5 The Corporation shall cooperate with BOE in the development and implementation of
appropriate risk management practices, guidelines, and directives and shall comply with any such
practices, guidelines and directives of the Chancellor that are provided to the Corporation.

12.6 The Corporation shall not be entitled to any Final Payment until the Corporation has complied
with the requirements of this Article 12.

ARTICLE 13. TERMINATION

13.1 Termination for Cause. If one or more of the following events (“Events of Default”) shall
happen:

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(a) The Corporation shall default in the performance of or violate any provision of this
Agreement and such default or violation shall continue for a period of thirty (30) days after
the Chancellor has given written notice thereof to the Corporation, or, in the case of default
or violation that cannot with due diligence be cured within such period of thirty (30) days,
the Corporation fails to proceed with all due diligence within such period of thirty (30)
days to cure the same and thereafter to prosecute the curing of such default or violation
with all due diligence (it being intended in connection with a default or violation not
susceptible or being cured with due diligence within thirty (30) days that the Corporation’s
time to cure the same shall be extended by the Chancellor for such period as may be
necessary to complete the curing thereof with all due diligence); or

(b) A material representation or warranty made by the Corporation in this Agreement shall
prove false in any material respect when made to the detriment of the BOE; or

(c) The Corporation shall file (i) a voluntary petition in bankruptcy, (ii) be adjudicated a
bankrupt or insolvent, (iii) file any petition or answer seeking any reorganization,
arrangement, recapitalization, readjustment, liquidation, dissolution, or similar relief under
any present or future applicable federal, New York State, or other statute or law, (iv) seek,
consent to, or acquiesce in the appointment of any trustee, receiver or liquidator of the
Corporation, or of all or any substantial part of its properties, (v) make an assignment for
the benefit of creditors, or (vi) admit in writing its inability to pay its debts generally as
they become due; or

(d) Within ninety (90) days after the commencement of any proceedings against the
Corporation seeking any reorganization, arrangement, recapitalization, readjustment,
liquidation, dissolution or similar relief under the present or any future federal Bankruptcy
Act or other present or future applicable federal, New York State, or other statute or law,
such proceedings shall not have been dismissed, or if, within ninety (90) days after the
appointment, without the consent or acquiescence of the Corporation, of any trustee,
receiver or liquidator of the Corporation, or of all or any substantial part of its properties,
such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within
ninety (90) days after the expiration of any such stay, such appointment shall not have been
vacated; then in any such Event of Default, the Chancellor at any time thereafter (but prior
to the curing of all such Events of Default) may give notice to the Corporation specifying
each such Event of Default and stating that this Agreement shall expire and terminate on
the date specified in such notice, which shall be at least ten (10) days after the giving of
such notice, and, on the date specified in such notice, this Agreement shall expire and
terminate, and all rights of the Corporation under this Agreement shall expire and
terminate, and the Corporation shall remain liable for all its obligations incurred prior to
the date of such termination. Following the receipt by the Corporation of any notice under
this Article 13, the Corporation shall not, without the prior written consent of the
Chancellor, enter into any subcontract or assume any further binding obligations in
connection with any services to be rendered pursuant to this Agreement, provided that the
Chancellor may direct such wind-up work as he/she determines is necessary.

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13.2 Termination without Fault. The BOE may terminate this Agreement in its sole discretion
upon not less than ninety (90) days prior written notice given to the Corporation by the Chancellor.
The Corporation shall assume no further binding obligations funded under this Agreement after
the date of the Corporation’s receipt of any such notice, provided that the Chancellor may direct
such wind-up work as he or she determines is necessary.

13.3 Employee, Affiliate, Subcontractor Information. Upon or prior to termination of this

Agreement by expiration or otherwise, the Corporation shall submit to the Chancellor adequate
information as to each employee, Affiliate, and Subcontractor of the Corporation, including, but
not limited to, personnel files, payroll records, Subcontractor contact information and amounts of
Subcontracts, and information required by the Chancellor.

13.4 Assignment of Contracts upon Termination. Upon or prior to termination of this Agreement
by expiration or otherwise, the Corporation shall submit to the Chancellor adequate information
as to each outstanding contract entered into under this Agreement. Within ten (10) days after the
Corporation shall have submitted such information, the BOE shall elect which, if any, of such
contracts the BOE elects to assume, and thereupon, where such assignment is permitted, the
Corporation shall assign any such contracts to the BOE, and the BOE shall assume the performance
of the Corporation’s duties thereunder, and shall indemnify and hold harmless the Corporation
from any liability under such contracts arising after such assignment. The Corporation shall
promptly turn over to the BOE its records with respect to such assigned contracts. If any
outstanding contracts are not assigned, then anything in Article 2, supra, notwithstanding, this
Agreement automatically shall be extended with respect to such outstanding contracts and those
personnel of the Corporation reasonably necessary to administer the same. The Corporation and
the BOE each shall enter into any instruments as may be appropriate to evidence any of the above.
This provision shall survive termination of this Agreement.

13.5. No Release. The termination of this Agreement shall not release the Corporation from any
liability to the BOE arising out of any act or omission of the Corporation in connection with the
Agreement.

ARTICLE 14. CONFIDENTIALITY

14.1 Confidential Information.

(a) “Confidential Information” includes, but is not limited to, the following: (i) all personally
identifiable information of BOE employees, students and the family members and
guardians of students; (ii) the Corporation’s employee records maintained on BOE
premises or otherwise; (iii) information furnished by one Party to the other Party in
connection with the performance of this Agreement including, but not limited to, all reports
and studies containing such information; (iv) trade secrets, technical and non-technical
information or data related to formulas, patterns, designs, compilations, systems, databases,
equipment, communications networks, programs, inventions, methods, techniques,
drawings, processes; (v) marketing information, proposals, finance information,
accounting, billing, record keeping, identity and information related to actual or potential
suppliers and contractors, and agreements with Third Parties; (vi) information pertaining

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to the Board’s use of the Services; (vii) research, development, existing and future products
and services including, but not limited to, the pricing and specifications thereof; (viii)
Third-Party confidential information disclosed to one Party by the other Party; (ix) any
disclosures between the Parties related to the Services or otherwise related to this
Agreement whether made prior to, contemporaneous with, or following the execution of
this Agreement excluding the documents comprising this Agreement; (x) all derived
information, findings, analysis, data, reports or other information learned or developed and
based thereon; whether in oral, written, graphic, or machine-readable form, work papers,
correspondence, notes, studies, test instruments containing any BOE employee’s or
student’s personally identifiable information, individual test results, test results in the
aggregate or test results in any other format generated pursuant to this Agreement; (xi)
names, addresses, contact information, school, school district, grades or other reviews,
scores, analysis or evaluations, records, correspondence, activities or associations,
financial information, social security numbers or other identifying numbers or codes, date
of birth or age, gender, religion, sexual preference, national origin, socio-economic status
(including free/reduced lunch status), race, ethnicity, special education status and/or
English Language Learner status; and, (xii) any other information that a reasonable Person
under similar circumstances would consider to be confidential or proprietary at the time of
disclosure, notwithstanding a failure to make it or identify it as such.

(b) “Confidential Information” shall not include information that is: (i) in the public domain
at the time of receipt or which comes into the public domain thereafter through no act of
the Receiving Party in breach of this Agreement; (ii) demonstrated, through written records
kept in the ordinary course of business, to have been in the possession of, the Receiving
Party, without restriction on use or disclosure, before the Receiving Party’s receipt of such
information hereunder; (iii) disclosed with the prior written approval of the Disclosing
Party; (iv) demonstrated, through written records kept in the ordinary course of business,
to have been independently developed by the Receiving Party without reference to the
Confidential Information; (v) disclosed to the Receiving Party by a Third Party who did
not acquire the affected Confidential Information directly or indirectly from the Disclosing
Party, and to whom the Receiving Party has no obligation of confidentiality, under
conditions permitting such disclosure, without breach of this Agreement; and/or, (vi)
disclosed as required by court order, subpoena, other validly issued administrative or
judicial notice or order and/or as a matter of applicable law, provided, however, that in the
event disclosure is required of the Receiving Party under the provision of any law or court
order, the Receiving Party will (a) promptly notify the Disclosing Party of the obligations
to make such disclosure sufficiently in advance of the disclosure, if possible, to allow the
Disclosing Party to seek a protective order, and (b) disclose such Confidential Information
only to the extent allowed under a protective order, if any, or necessary to comply with the
law or court order.

(c) The Corporation stipulates and agrees that any and all forms, documents, questionnaires,
work papers and other forms of information, which the Corporation and/or its
Subcontractors use to elicit information under this Agreement from BOE teachers,
administrators, employees, pupils, pupil parents and/or guardians, and/or other pupil family
members shall not contain any personally identifiable or traceable information, data, marks

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or images pertaining to BOE pupils, pupil parents and/or guardians, and/or other pupil
family members.

(d) The Corporation and/or its Subcontractors, if any, shall adhere in every respect to the law,
BOE policy and the Chancellor’s regulations concerning confidentiality of pupil records.
At the termination of this Agreement, the Corporation shall either (i) submit to the BOE
the originals and all copies of any and all information and data that the Corporation and/or
its Subcontractors collect pursuant to this Agreement, or (ii) submit to the BOE a written,
notarized certification that any and all information and data that the Corporation and/or its
Subcontractors collect pursuant to this Agreement shall have been destroyed as of the date
of the said certification.

14.2 Reserved.

14.3 Access to and Use of Confidential Information. Each Party shall be a “Disclosing Party”
regarding Confidential Information provided to the other, and each Party shall be a “Receiving
Party” regarding the receipt of Confidential Information from the other. The Receiving Party shall
preserve in confidence such Confidential Information and prevent disclosure thereof to third
parties. The Receiving Party shall further restrict disclosure of such Confidential Information to
Workforce members with a “need to know.” The Receiving Party shall advise such Workforce
members of their obligation of confidentiality as provided herein. The Receiving Party shall
require each such Workforce member retain in confidence the Confidential Information pursuant
to a written non-disclosure agreement with the Receiving Party. Confidential Information
delivered by the Disclosing Party to the Receiving Party shall be used solely for the purpose of
providing Services hereunder. No other use of Confidential Information is allowed without the
express written consent of the Disclosing Party.

14.4 Compliance with Security and Confidentiality Requirements. The Workforce shall abide
by all applicable BOE security policies and procedures, both present and future, particularly in its
use of computer facilities in any BOE premises and shall not provide access to any BOE premises
to a Third Party who is not under an obligation of confidentiality in accordance with this
Agreement. The Corporation shall inform the Workforce of the requirements of this Article 14.4
and shall enforce compliance with these requirements.

14.5. Irreparable Harm. Each Party acknowledges that disclosure or misappropriation of the other
Party’s Confidential Information in violation of this Agreement could cause irreparable harm, the
amount of which may be extremely difficult to estimate, thus making any remedy at law
inadequate. So, each Party stipulates and agrees that the other Party shall have the right to obtain
an order restraining any breach or threatened breach of this Agreement and for any other relief as
such Party reasonably deems appropriate. This right shall be in addition to any other remedy
available in law or equity

14.6. Breach of Confidentiality. “Confidentiality Breach” means acquisition without valid

authorization from the Disclosing Party of Confidential Information by the Corporation or a
Workforce member, and/or by any third party acting by or through the Corporation, a Workforce
member, or any device, medium, hardware or software owned, licensed and/or used by the

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Corporation or a Workforce member. Good faith acquisition of Confidential Information by an

employee or agent of the Receiving Party for the purposes of this Agreement is not a
Confidentiality Breach, provided, the Confidential Information is not used or disclosed without
valid authorization from the Disclosing Party. To determine whether Confidential Information has
been acquired, or is reasonably believed to have been acquired, by an unauthorized Person or a
Person without valid authorization, the following factors, among others, shall be considered: (i)
indications that Confidential Information is in the physical possession and/or control of an
unauthorized Person such as, but not limited to, a lost or stolen computer or other device containing
Confidential Information; (ii) indications that Confidential Information has been downloaded or
copied; and/or, (iii) indications that Confidential Information has been used by an unauthorized
Person such as, but not limited to, reports of fraudulent accounts or identity theft. Promptly upon
discovery or receipt of notice of a Confidentiality Breach, the Receiving Party shall give written
notice to the Disclosing Party, which notice shall include, but not be limited to, detailed
information about the full nature and extent of any Confidentiality Breach. The Receiving Party
shall undertake promptly all commercially reasonable efforts to recover any Confidential
Information that shall have been subject to a Confidentiality Breach, to prevent any further
Confidentiality Breaches, and to assist the Disclosing Party to investigate, and to mitigate the
consequences of, any Confidentiality Breach.

ARTICLE 15. MISCELLANEOUS PROVISIONS

15.1 No Employment Relationship. Unless otherwise specifically provided herein, it is specifi-

cally understood and agreed that, in the performance of the terms, covenants, conditions, and
specifications of this Agreement, the Corporation and any of its officers, employees, agents, and
Subcontractors shall not be deemed to be acting as an agent, servant or employee of BOE or of the
City by virtue of this Agreement or by virtue of any approval, permit, license, grant, right or other
authorization given by BOE, the City and/or any of their respective officers, agents, or employees
pursuant to this Agreement. The Corporation shall be deemed solely responsible for all acts taken
by Corporation and any of its officers, employees, agents, and subcontractors.

15.2 Assignment. (a) The Corporation shall not assign its interest under this Agreement or any
part of this Agreement or assign or encumber any funds advanced in accordance with this
Agreement, except with the permission of the Chancellor.

(b) Each and every one of the terms, covenants, and provisions of this Agreement shall inure to
the benefit of and be binding upon any corporation, agency, office or other entity that succeeds to
the obligations or functions performed by the Corporation under this Agreement.

15.3 Claims or Actions. The Corporation shall look solely to the funds appropriated or desig-
nated by the BOE for this Agreement for the satisfaction of any claim or cause of action the
Corporation may have against the BOE and/or the City in connection with this Agreement or the
failure of the BOE to perform any of its obligations under this Agreement, except for claims or
causes of action relating to the BOE’s obligations to defend, indemnify, and hold harmless under
Article 8, supra. No director, official, employee, agent or other Person authorized to act on behalf
of the BOE or the Corporation shall have any personal liability whatsoever in connection with this
Agreement or any failure of the BOE and/or the Corporation to perform its obligations under this
Agreement. The Corporation agrees that no action against the BOE in connection with payment

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for services under this Agreement shall lie or be maintained unless such action is commenced
within six months after (a) the termination of this Agreement, (b) the date of filing with the
Comptroller of the certificate for Final Payment or (c) the accrual of the cause of action, whichever
is earliest.

15.4 International Boycott. (a) The Corporation agrees that neither the Corporation nor any
substantially-owned affiliated company is participating or shall participate in an international
boycott in violation of the provisions of the federal Export Administration Act of 1979, as
amended, 50 U.S.C. Appendix sections 2401 et seq., or the regulations of the United States
Department of Commerce promulgated thereunder.

(b) Upon the final determination by the Commerce Department or any other agency of the United
States as to, or conviction of, the Corporation or a substantially-owned affiliated company thereof,
of participation in an international boycott in violation of the provisions of the Export
Administration Act of 1979, as amended, or the regulations promulgated thereunder, the
Comptroller may, at his or her option, render forfeit and void this Agreement.

(c) The Corporation shall comply in all respects, with the provisions of New York City
Administrative Code section 6-114 and the rules issued by the Comptroller thereunder.

15.5 Paid Sick Leave Law Rider. The Paid Sick Leave Law Rider is hereby incorporated by
this reference into this Agreement (Attachment H).

15.6 Whistleblower Protection. (a) The Corporation shall not take an adverse personnel action
with respect to an officer or employee in retaliation for such officer or employee making a report
of information concerning conduct which such officer or employee knows or reasonably believes
to involve corruption, criminal activity, conflict of interest, gross mismanagement or abuse of
authority by any officer or employee relating to this Agreement to (i) the Commissioner of the
Department of Investigation, (ii) a member of the New York City Council, the Public Advocate,
or the Comptroller, or (iii) the City Chief Procurement Officer, Executive Director of DCP, or the
Chancellor.

(b) If any of the Corporation’s officers or employees believes that he or she has been the
subject of an adverse personnel action in violation of the previous paragraph, he or she shall be
entitled to bring a cause of action against the Corporation to recover all relief necessary to make
him or her whole. Such relief may include but is not limited to: (i) an injunction to restrain
continued retaliation, (ii) reinstatement to the position such employee would have had but for the
retaliation or to an equivalent position, (iii) reinstatement of full fringe benefits and seniority
rights, (iv) payment of two times back pay, plus interest, and (v) compensation for any special
damages sustained as a result of the retaliation, including litigation costs and reasonable attorney’s
fees.

(c) The Corporation shall post a notice provided by the City (Attachment I) in a prominent and
accessible place on any site where work pursuant to the Agreement is performed that contains
information about:

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i. how its employees can report to the New York City Department of
Investigation allegations of fraud, false claims, criminality or corruption
arising out of or in connection with the Agreement; and

ii. the rights and remedies afforded to its employees under New York City
Administrative Code sections 7-805 (the New York City False Claims Act)
and 12-113 (the Whistleblower Protection Expansion Act) for lawful acts
taken in connection with the reporting of allegations of fraud, false claims,
criminality or corruption in connection with the Agreement.

(d) For the purposes of this Whistleblower Protection provision, “adverse personnel action”
includes dismissal, demotion, suspension, disciplinary action, negative performance evaluation,
any action resulting in loss of staff, office space, equipment or other benefit, failure to appoint,
failure to promote, or any transfer or assignment or failure to transfer or assign against the wishes
of the affected officer or employee.

(e) This Whistleblower Protection provision is applicable to all of the Corporation’s

Subcontractors having subcontracts with a value in excess of $100,000; accordingly, Contractor
shall include this Whistleblower Protection provision in all subcontracts with a value in excess of
$100,000.
15.7 Notices. Each written notice, demand, request or other communication with this Agreement
shall be deemed given if either served in person, with delivery of service acknowledged in writing
by the party receiving the same, or deposited in the United States mail by certified mail, return
receipt requested, postpaid, and addressed:
(a) To the BOE at the following address:
New York City Department of Education
Division of School Facilities
44-36 Vernon Boulevard, 5th Floor
Long Island City, NY 11101
Attention: Chief Executive for School Facilities
Copy to:
New York City Department of Education
Office of Legal Services
Tweed Courthouse
52 Chambers Street, Room 308
New York, NY 10007-1222
Attention: Deputy Counsel Commercial Unit
(b) To the Corporation at the following address:

NYC School Support Services, Inc.

321 West 44th Street, Suite 601
New York, NY 10036
Attn: Executive Director

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Or to such other address as may be specified by written notice sent in accordance with this Article.
Every notice, demand, request or other communication shall be deemed to have been given at the
time of delivery or mailing as foresaid.

15.8 Severability. If any provision of this Agreement shall, to any extent, be invalid or
unenforceable, then the remainder of this Agreement shall not be affected thereby, and each
provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Law.

15.9 Modification in Writing. No modification, amendment, waiver, or release of any provision

of this Agreement or of any right, obligation, claim or cause of action arising hereunder shall be
valid or binding for any purpose unless in writing and duly executed by the party against whom
same is asserted.

15.10 Completeness. This Agreement contains all the agreements between the Parties regarding
the subject matter of this Agreement.

15.11 Authority of Chancellor. The Corporation’s Services shall at all times be subject to the
review, direction and control of the Chancellor, whose decision shall be final and binding upon
the Corporation as to all matters arising in connection with or relating to the performance of the
Services. The Chancellor shall have the right to determine the amount, quality, acceptability, and
fitness of the Services of the Corporation according to the terms of this Agreement.

15.12 Need for Approvals. Nothing in this Agreement shall relieve the Corporation of its
obligation to obtain any approval, permit, license, grant, right or other authorization required by
any law, rule, regulation or order in connection with any contract it enters into.

15.13 Resolution of Disputes. All disputes under this Agreement of any kind delineated in
Section 4.10 of the BOE’s Procurement Policy and Procedures, and any successor section of such
Procurement Policy and Procedures, shall be finally resolved in accordance with Section 4.10, as
added to, deleted from, updated, amended, revised and/or otherwise changed by BOE from time
to time, as published online. 10

15.14 Responsibility. The Corporation represents that it is not in arrears to the City upon any
debt, contract or taxes and is not a defaulter, as surety or otherwise, upon any obligation to the
City, and has not been declared not responsible, or disqualified, by any agency of the City, nor is
there any proceeding pending relating to the responsibility or qualification of the Corporation to
receive public contracts.

15.15 Liens. If any mechanic’s, laborer’s, vendor’s, material provider’s or similar statutory lien
arising out of, or connected with, the activities under this Agreement of the Corporation or its
agents, Subcontractors, officers, or employees, shall be filed against any property or assets of the
BOE or City, or if any public improvement lien created or caused or suffered to be created by the
Corporation shall be filed against any assets of, or funds appropriated to, the BOE and/or the City,

10
See https://infohub.nyced.org/docs/default-source/default-document-library/departmentofeducationprocurementpolicyandprocedures.pdf.

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then the Corporation shall promptly take and thereafter shall diligently pursue steps calculated to
cause the removal of said lien or the appropriate resolution of the claim to which the lien relates.
The BOE and the City shall be under no obligation to make payment to the Corporation under this
Agreement that otherwise would be made from an appropriation against which exists a public
improvement lien arising out of, or connected with, the activities hereunder of the Corporation, its
agents, Subcontractors, officers, or employees, provided that the BOE shall make such payments
to the extent the same are to be used to reduce such lien.

15.16 No Fee Charging. The Corporation shall not charge fees to, nor seek any payment and/or
compensation of any kind whatsoever from BOE employees, pupils, pupil parents and guardians,
and other pupil family members for the Services that the Corporation provides under this
Agreement. The same shall apply to the Corporation’s Workforce.

15.17 Survival. Any provision of this Agreement that contemplates performance or observance
subsequent to termination or expiration of this Agreement shall survive the termination or
expiration of this Agreement for whatever cause including, but not limited to, the completion and
discharge of obligations by both Parties to this Agreement or mutual agreement to terminate this
Agreement by both Parties.

[NO FURTHER TEXT APPEARS ON THIS PAGE.]

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IN WITNESS WHEREOF, the Board of Education of the City School District of the City of
New York has executed this Requirements Agreement with New York City School Support
Services, Inc., as of the day and year first above written.

BOARD OF EDUCATION OF
THE CITY SCHOOL DISTRICT OF
THE CITY OF NEW YORK

By: __________________________________________
Ursulina Ramirez
Chief Operating Officer, Office of the Chancellor, for the Chancellor

BOARD OF EDUCATION ACKNOWLEDGMENT

STATE OF NEW YORK }

} SS.:
COUNTY OF NEW YORK }

On this ______ day of _________________, 2020, before me, the undersigned, a Notary Public
in and for said State, personally appeared one Ursulina Ramirez, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that she executed the same in her capacity, and that by
her signature on the instrument, the individual or person upon behalf of which the individual acted,
executed the instrument.

________________________________________________
NOTARY PUBLIC

Approval of description of
services and availability of funds: Approval as to legal sufficiency:

________________________ ___________________________
John Shea
Chief Executive for Office of Legal Services
School Facilities

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IN WITNESS WHEREOF, New York City School Support Services, Inc., has executed this
Requirements Agreement with the Board of Education of the City School District of the City of
New York as of the day and year first above written.

NYC SCHOOL SUPPORT SERVICES, INC.

By: _______________________________________
Stephen J. Brennan
Executive Director
Taxpayer Identification No.:

CORPORATION ACKNOWLEDGMENT

STATE OF NEW YORK }

} SS.:
COUNTY OF KINGS }

On this _______ day of ____________________, 2020, before me, the undersigned, a Notary
Public in and for said State, personally appeared one Stephen J. Brennan, personally known to me
or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her capacity,
and that by his/her signature on the instrument, the individual or person upon behalf of which the
individual acted, executed the instrument.

________________________________________________
NOTARY PUBLIC

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ATTACHMENT A

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ATTACHMENT A

REQUEST FOR AUTHORIZATION

AND REQUEST FOR AUTHORIZATION—EXECUTIVE AUTHORIZATIONS

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RA

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REQUEST FOR AUTHORIZATION TO CONTRACT WITH NYC SCHOOL SUPPORT

SERVICES, INC. FOR CUSTODIAL STAFFING SERVICES

Highest
Estimated CTS/RA
Annual / Total Funding Contract Procurement Is Contract Contract
Option Options No.
Contract Source Term Method Retroactive? Type
Amount
Amount

Negotiated
Services per
Tax Two – 1
$899,228,804 $932,731,515 DOE
Levy Eight Year
/ $967,610,274 / Procurement No Requirements 7327
and/or Years Options to
$6,359,635,178 $1,900,341,789 Policy,
Capital Extend
Section
3-08(d)

NYC School Support Services, Inc.

Vendor Name &
321 West 44th Street, Suite 601
Address
New York, NY 10036

Contract Manager Lead Contracting Officer Division of Contracts and Purchasing Contact
Philip Napolitano Stephen Valente Kelvyn Rodriguez
Director, Director, Procurement Analyst,
Division of School Facilities Division of School Facilities Transportation, Food and Facilities Procurement

PURPOSE
The New York City Department of Education (“DOE”) hereby requests authorization on behalf of the
Division of School Facilities (“DSF”) to contract with the NYC School Support Services, Inc. (“NYCSSS”)
in order to provide employment services for custodial staff (e.g., firepersons, handypersons, cleaners,
and any other future applicable titles) to ensure schools are clean and safe. This contract will replace an
expiring contract. The contract will be funded by DSF.

DISCUSSION
NYCSSS is a not-for-profit entity whose board is composed of five members, including two ex-officio
members (the New York City Schools Chancellor and the Director of the New York City Office of
Management and Budget (“OMB”)) and three members appointed by the DOE Chancellor.

This eight-year requirements contract will enable the DOE to make centralized decisions about the
deployment of custodial services to benefit all students and staff. NYCSSS will be responsible for:

• Posting job announcements for vacancies;

• Screening all prospective employees;
• Providing employee rosters and other reports as requested by the DOE;
• Managing its employee payroll; and,
• Training for employees with respect to statutory and regulatory compliance obligations imposed by
federal, state, or local laws or regulations.

The contract will have a term commencing on or about July 1, 2020 and ending June 30, 2028. The
estimated contract amount of $6,359,635,178 reflects all expenses needed to manage the custodial staff
at cost, without profit. The costs associated with operating NYCSSS almost entirely consist of existing
costs that are being centralized to ensure better management. Custodial staff wages will be determined

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by the Prevailing Wage rates, as set by the Office of the New York City Comptroller. All applicable unions
have been consulted and support this program.

These services were procured using a Negotiated Services process rather than competitively because
the NYCSSS structure specifically meets the requirements for transitioning to the new centralized
structure without disruption to the DOE school system and its workers. The composition of the board will
assure close consultation with DOE. The City has a history of contracting with affiliated not-for-profits
through procurement contracts for the provision of important services. Examples include the NYC
Economic Development Corporation, NYC Technology Development Corporation, Trust for Governor’s
Island, and Animal Care Centers of NYC.

The vast majority of the contract’s budget is for direct payments to staff for labor expended. Said
payments, including supplemental (fringe) benefits, are at Prevailing Wage rates that are applicable to
the titles that will be providing services under the contract. The administrative budget was created and
derived with input from OMB and the DOE’s Division of Finance. Accordingly, pricing continues to be
determined as fair and reasonable.

NYCSSS will allocate costs in accordance with generally accepted government accounting principles,
retain and produce supporting documentation upon demand, and will be required to submit annual
audited financial statements certified by an independent public accounting firm.

The DOE’s Committee on Contracts approved this contract on December 16, 2019.

The DOE will reimburse NYCSSS for all costs related to paying wages including payroll taxes and fringe
benefits, as well as pay a fee for administrative services. Wages and benefits will be paid in accordance
with the NYC Office of the Comptroller prevailing wage schedule unless otherwise agreed upon by
NYCSSS and the affected labor union. Administrative fees, consisting of payroll expenses for support
staff, outsourced payroll services, professional services, and operational expenses including rent and
office equipment, will be passed through at cost and are anticipated to account for approximately 1% of
the total payroll costs. The contract amount is based on the anticipated FY20 budget of $674.2 million.
Commencing FY21, the budget also reflects anticipated annual increases in prevailing wages (3.0%) and
fringe benefits (5.5%). Accordingly, prices have been determined to be fair and reasonable.

VENDOR RESPONSIBILITY
A review of NYC School Support Services Inc.’s (NYCSSS) PASSPort submission identified the following
self-reported caution:
 In October 2018, the New York City Comptroller’s Office (NYC Comptroller) requested that
NYCSSS produce records related to supplemental benefits paid to former ABM Industries, Inc.
and Temco Service Industries Local 94 Union covered employees. On January 24, 2019,
NYCSSS, the New York City Department of Education, (DOE) Division of School Facilities, the
New York City Office of Labor Relations and Local 94-94A-94B International Union of Operating
Engineers entered into a settlement agreement and NYCSS was required to pay $183,691.
Additionally, the NYC Comptroller advised that NYCSS has complied with their request and the
investigation is currently ongoing.
 In November 2017, the New York City Special Commissioner of Investigation (SCI) began an
investigation regarding payments between NYCSSS, Union 32BJ and certain NYCSSS
employees. SCI advised that the investigation is ongoing.
The DOE also is aware of the following matter:
 A news report revealed that prior to August 12, 2016, 200 employees of the New York City
Department of Education (DOE) were not paid overtime. The matter was resolved through a
settlement agreement dated November 21, 2017, which did not hold NYCSSS liable and solely
required the DOE to pay back pay. The court approved the settlement agreement and the case
was dismissed with prejudice.
As the matters above have either been resolved or are pending, and in light of the vendor’s satisfactory
performance on prior DOE contracts, the DOE determines the vendor to be responsible.

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RA Approval

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ATTACHMENT B

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ATTACHMENT B

BOE SUPPLEMENTAL “TERMS & CONDITIONS”

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BOE SUPPLEMENTAL TERMS AND CONDITIONS

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TERMS AND CONDITIONS

1. Definitions

A. Words used in this Agreement shall have their ordinary meanings in the English
language, except that scientific, technical, specialized or foreign words shall be given
their appropriate scientific, specialized or foreign meanings, and definitions specifically
provided elsewhere in the Agreement shall apply.

B. The following words, names and titles shall have the following meanings:

(1) “The Board” means the Board of Education of the City School District of the City
of New York.

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

(3) “Contract Budget Detail” means the document attached to and incorporated into
the Agreement explaining and limiting how funds paid hereunder are to be
expended by the Contractor.

(4) “The Comptroller” and “The Commissioner of Finance” mean the Comptroller
and the Commissioner of Finance of the City, respectively.

(5) “The Chancellor” means the Chancellor of the Board.

(6) “Approved,” “Required,” “Directed,” “Specified,” “Designated” or “Deemed

Necessary,” unless otherwise expressed, mean approved, required, directed,
specified, designated, or deemed necessary, as the case may be by the Chancellor
or his designee.

(7) “Completion” means full and complete compliance with every requirement of the
Agreement by the Contractor as certified by the Chancellor or his designee.

(8) “Final Payment” means (i) the payment or refund by the Board or City of any
moneys that exhausts the amount of money made available under the Agreement
or (ii) any payment marked “Final Payment.”

2. Captions

The headings of this Agreement, the paragraphs, the articles, and subparagraphs of the
Agreement, and of any attachments, are included solely for convenience and reference, and they
shall not be used in any way to interpret this Agreement.

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3. Conditions Precedent

This Agreement shall not become effective or binding upon the Board until: (1) it shall have been
approved as to legal sufficiency by the Board’s Office of Legal Services; (2) it shall have been
executed by the Chancellor; (3) it shall have been approved as to legal authority by the New York
City Law Department; (4) it shall have been registered by the Comptroller; (5) it shall have been
approved by the New York State Education Department, if applicable; and, (6) the Comptroller
shall have issued a certificate indicating there remains unexpended and unapplied a balance of the
appropriation or fund applicable hereto sufficient to pay the estimated expense of performing the
Agreement as certified by the Board. A Requirement Agreement for an extended period will
require an endorsement upon the Agreement from time to time as services and/or items and
materials are ordered, of the sufficiency of the appropriation applicable towards the payment for
said services and/or materials as and when ordered. (Rev. 4/16/01)

4. Compliance with Laws

In connection with the performance of this Agreement, the Contractor shall comply with all
applicable laws, rules and regulations. The parties hereto agree that every provision of law
required to be inserted herein be deemed a part hereof. It is further agreed that if any such
provision is not inserted or is incorrectly inserted, through mistake or otherwise, this Agreement
shall be deemed amended so as to comply strictly with the Law.

5. Unlawful Provisions Void

If this Agreement contains any unlawful provisions or portions thereof, they shall be deemed
deleted from the Agreement and the remainder of the Agreement shall remain in full force and
effect. If the deletion of such provision frustrates the purpose of this Agreement, either party may
make application to the Chancellor’s designee for relief. (Rev. 10/4/02)

6. Religious Activity Prohibited

There shall be no religious worship, instruction, proselytizing, or other religious activity in

connection with the performance of this Agreement.

7. Political Activity Prohibited

No Board property provided to the Contractor hereunder for the purposes of this Agreement shall
be used for any political activity or to further the election or defeat of any candidate for public
office. As used herein the term "Board property" shall include, but not be limited to, supplies,
work sites, funds advanced and services.

8. Publication and Publicity

The Contractor or anyone employed by the Contractor may not publish the results of its
participation or findings in the performance of this Agreement without the prior written approval
of the Chancellor or his designee. All approved publications shall acknowledge that the program

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is supported by funds from the Board. Five true copies of each approved publication shall be
furnished to the Board without charge. (8/29/88)

9. Copyright

If the Contractor or anyone employed by the Contractor shall write, record or otherwise produce
copyrightable material within the scope or in furtherance of this Agreement, the Board shall be
considered the author for purposes of copyright, renewal of copyright, and termination of
copyright and, unless expressly waived in a written instrument signed by the Chancellor or his
designee, the owner of all of the rights comprised in the copyright. (6/88)

10. Patents

Any invention or discovery arising out of or developed in furtherance of this Agreement shall be
promptly and fully reported to the Board. The Board shall have the exclusive right to apply for
patent protection on such invention or discovery and to determine how the rights in said
invention or discovery, including rights under any patent issued thereon, shall be disposed of and
administered.

11. Accounting for Property

If any property is acquired by the Contractor with funds provided by the Board under this
Agreement, the property shall be deemed purchased by the Board for the use of the Contractor
during the term of the Agreement shall be permanently embossed "Property of New York City
Board of Education" and shall be returned to the Board, at the Contractor's expense, within thirty
(30) days after the end of said term, unless the Contractor is otherwise notified in writing by the
Chancellor or his designee. (6/21/88)

12. Non-Reimbursable Expenses

The following items may not be claimed as a direct or indirect cost of the Services provided
under this Agreement:

a. rental expense of apartments;

b. interest on loans;
c. penalties for delinquent filing of tax returns;
d. political or charitable contributions;
e. advertising and promotions;
f. legal expenses;
g. key-man life insurance premiums;
h. federal, state and city income taxes, state and city franchise taxes, and any costs for the
preparation of such tax returns;
i. expenses incurred in preparing for operations;
j. cost of employee meals and lodging except when traveling outside the City and pursuant
to the Contract Budget Detail of this Agreement;
k. entertainment, gratuities, and any other items of a personal nature;

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l. long distance telephone calls unless directly related to the services provided under the
terms of this Agreement;
m. any expense not ordinary, necessary or reasonable in the performance of the Agreement.

13. Limitation on Overhead

Notwithstanding any provision of this Agreement to the contrary, the Contractor shall be
reimbursed for overhead costs equal to the lesser of either (1) the amount specified in the
Contract Budget Detail of this Agreement or (2) the amount calculated by multiplying the total
direct labor cost plus fringe benefits stated in the Contract Budget Detail of this Agreement by a
fraction, the numerator of which shall be the total of all the Contractor's overhead costs during
the term of this Agreement for all operations, and the denominator of which shall be the total of
all of the Contractor's direct labor costs plus fringe benefits during the Term of this Agreement
for all operations.

14. No Extra Compensation

The Contractor shall not seek, ask for, demand, sue for or recover, as extra compensation or
otherwise, any sum for labor, materials or Services other than the compensation agreed upon and
fixed.

15. Invoices and Payments

The Contractor shall furnish proof of performance with each invoice, and shall comply with all
Board requirements concerning the manner in which invoices are to be submitted. The
Contractor shall not be entitled to demand or receive full or partial payment, until each and every
one of the provisions of this Agreement is complied with, and the Chancellor or his designee
shall have given written certification to that effect. Nothing contained herein shall be construed
to affect the right hereby reserved by the Board to reject the whole or any portion of the
performance, should said certification be inconsistent with the terms of this Agreement, or
otherwise erroneously given.

16. Cancellation of Grant Funding

If the goods or Services to be provided hereunder are to be paid for, in whole or in part, by means
of grant funding received by the Board from federal, state, city or private sources, the obligation
to pay the Contractor shall be subject to the continuing availability of said funding. The Board
shall notify the Contractor within five (5) business days from the date the Board receives written
notice of the cancellation of grant funding, in whole or in part, whereupon the Contractor may
cease further performance of this Agreement to the extent said performance would not be
supported by grant funding. However, the Board may, at its option, require completion of
performance of this Agreement by the Contractor upon giving written assurance, signed by the
Chancellor or his designee, within fifteen (15) business days of the date the Board receives
written notice of such cancellation, that the completed performance of this Agreement shall be
supported by other available funds.

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17. No Estoppel

The Board, City, and their respective departments, divisions and offices, shall not be precluded
or estopped by a statement or document issued by or on behalf of the Board or the City, from
indicating the true value of Services performed and supplies furnished by the Contractor or by
any other person pursuant to or as a result of this Agreement, or from indicating that any such
return or certificate is untrue or incorrect in any particular, or that the Services performed and
supplies furnished or any part thereof do not in fact conform to the provisions of the Agreement.
Notwithstanding any such statement or document, or payment in accordance therewith, the Board
and the City shall not be precluded or estopped from demanding and recovering from the
Contractor such damages as may be sustained by reason of the Contractor's failure to comply
with the provisions of this Agreement.

18. Acceptance of Final Payment

Receipt and negotiation by the Contractor, or by any person claiming under this Agreement, of
the Final Payment hereunder, notwithstanding whether such payment be made pursuant to any
judgment or order of any court, shall constitute a general release of the Board from any and all
claims and liability for anything done, furnished, or relating to the labor, materials, or services
provided, or for any act of omission or commission of the Board or its agents and employees.
Said release shall be effective against the Contractor and the Contractor's representatives, heirs,
executors, administrators, successors, and assigns.

19. Claims - Limitation of Action

No action at law or equity shall be maintained by the Contractor, its successors or assigns,
against the Board on any claim based upon or arising out of this Agreement, or out of anything
done in connection with this Agreement, unless such action shall be commenced within six (6)
months after the date of filing of the voucher for final payment hereunder or within six (6)
months of the required completion date for the services performed hereunder, whichever is
sooner. None of the provisions of
Article 2 of the Civil Practice Law and Rules shall apply to any action against the Board arising
out of this Agreement.

20. Notices

The Contractor's address stated in Article 15.6 of this Agreement is hereby designated as the
place where all notices, letters or other communications directed to the Contractor shall be
served, mailed or delivered. Any notice, letter or other communication directed to the Contractor
and delivered to such address, or sealed in a post-paid wrapper and deposited in any post office
box regularly maintained by the United States Postal Service, shall be deemed sufficient service
thereof upon the Contractor. Said address may be changed at any time by an instrument in
writing, executed and acknowledged by the Contractor and delivered to the Chancellor's
designee. Nothing herein contained shall be deemed to preclude or render inoperative personal
delivery of any notice, letter or other communication, written or oral, to the Contractor.

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Whenever it shall be necessary or required to prove the delivery of any notice, an affidavit
describing such delivery shall be conclusive evidence of such delivery.

21. Amendments and Waivers

A. This Agreement may be amended by a written instrument signed by an authorized officer

for the Contractor, and by the Chancellor or his designee. No amendment materially
affecting the substance hereof shall be effective unless authorized by the Chancellor, and
a copy of said authorization is attached to the amendment and incorporated therein. (Rev.
11/27/02)

B. No waiver by the Board of any term or condition hereof shall be effective unless in
writing and signed by the Chancellor or his designee. Any waiver shall be specifically
limited to its terms, and shall not be deemed applicable to subsequent like circumstances.

C. Any purported oral amendment or waiver shall be void.

22. Suspension of Deliveries

The Chancellor or his designee, may postpone, delay, or suspend the delivery of the goods or
Services, or any part thereof, without additional compensation to the Contractor. In such event,
(A) the time established for performance by the Contractor of any duty during the Term of this
Agreement may, at the Contractor's option, be extended for the number of days the Contractor
was delayed by said suspension, postponement, or delay provided the Term is not thereby
extended; however, (B) the Term may, at the Board's option, be extended for the number of days
the Contractor was delayed by said suspension, postponement, or delay.

23. Cancellation

A. If the Contractor violates any provision of this Agreement, the Chancellor or his designee
may pursue any legal or equitable remedies available to the Board. In addition, the
Chancellor or his designee may seek to have the Contractor declared in default by a panel
to be designated by the Chancellor. In the event that the Chancellor’s designee shall
determine the Contractor to be in default, the Board may cancel this Agreement and shall
thereafter be relieved of all liability hereunder. Upon a finding of default in violation of
this contract, the Contractor shall be deemed not responsible and disqualified from
bidding for a period of four years, unless in such finding of default, a lesser penalty is
imposed by reason of mitigating circumstances. (Rev. 10/4/02)

B. In the event of breach of this Agreement by the Contractor, the Board shall have the right
to cancel and terminate said Agreement, and the Contractor shall be liable to the Board
for any additional cost of completion of the within services, the Board's other costs in
connection with the termination, reletting and completion of the services. All such costs,
along with any liquidated damages for delay provided herein, may be assessed by the
Board against the Contractor and deducted by the Board from payment to be made to the
Contractor under this or any other Agreement at any time between the Contractor and the

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Board or City. In the event that said costs exceed all sums owed at the termination date of
this Agreement, the Contractor shall pay the amount of such excess to the Board upon
notice from the Board of said amount, and in the event that said costs and liquidated
damages are less than the sum payable under this Agreement as if same had been
completed by the Contractor, the Contractor shall forfeit all claims to the difference to the
Board. If the Board undertakes to secure the services or any part thereof under this
section of the Agreement, the certificate of the Chancellor or his designee indicating the
amount of services secured, the cost and excess cost, if any, of completing this
Agreement, and the amount of liquidated damages hereunder, shall be conclusive and
binding upon the Contractor, its assigns and all other claimants.

24. Board Determination

The Chancellor or his designee shall in all cases determine the acceptability of the labor,
materials, or Services which are delivered pursuant to this Agreement, including but not limited
to their quality, delivery, and condition, and shall in all cases decide every question which may
arise relative to the performance of this Agreement. The Contractor may not rely upon, and the
Board shall not be bound by, any explanations, determinations or other statements by or from the
Board which are not in writing and signed by the Chancellor or his designee.

25. Investigations
25.1 The Contractor agrees to cooperate fully and faithfully with any investigation, audit or inquiry
conducted by a State of New York (State) or City of New York (City) governmental agency or
authority that is empowered directly or by designation to compel the attendance of witnesses and
to examine witnesses under oath, or conducted by the governmental agency that is a party in
interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license
that is the subject of the investigation, audit or inquiry.

25.2(a) If any person who has been advised that his or her statement, and any information from such
statement, will not be used against him or her in any subsequent criminal proceeding refuses to
testify before a grand jury or governmental agency or authority empowered directly or by
designation to compel the attendance of witnesses and to examine witnesses under oath
concerning the award of, or performance under, any transaction, agreement, lease, permit,
contract, or license entered into with the City, the State, or any political subdivision or public
authority thereof, or the Port Authority of New York and New Jersey, or any local development
corporation within the City, or any public benefit corporation organized under the laws of the
State of New York; or,

25.2(b) If any person refuses to testify for a reason other than the assertion of his or her privilege against
self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental
agency or authority empowered directly or by designation to compel the attendance of witnesses
and to take testimony under oath, or by the governmental agency that is a party in interest in, and
is seeking testimony concerning the award of, or performance under, any transaction, agreement,
lease, permit, contract, or license entered into with the City, the State, or any political subdivision
thereof or any local development corporation within the City, then:

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25.3(a) The commissioner or agency head whose agency is a party in interest to the transaction,
submitted bid, submitted proposal, contract, lease, permit, or license may convene a hearing,
upon not less than (5) days written notice to the parties involved to determine if any penalties
should attach for the failure of a person to testify.

25.3(b) If any non-governmental party to the hearing requests an adjournment, the commissioner or
agency head who convened the hearing may, upon granting the adjournment, suspend any
contract, lease, permit, or license pending the final determination pursuant to paragraph 25.5
below without the City and Board incurring any penalty or damages for delay or otherwise.

25.4 The penalties which may attach after a final determination by the commissioner or agency head
may include but shall not exceed:

(a) The disqualification for a period not to exceed five (5) years from the date of an adverse
determination for any person, or any entity of which such person was a member at the
time the testimony was sought, from submitting bids for, or transacting business with, or
entering into or obtaining any contract, lease, permit or license with or from the City and
Board; and/or

(b) The cancellation or termination of any and all such existing City and Board contracts,
leases, permits or licenses that the refusal to testify concerns and that have not been
assigned as permitted under this agreement, nor the proceeds of which pledged, to an
unaffiliated and unrelated institutional lender for fair value prior to the issuance of the
notice scheduling the hearing, without the City and Board incurring any penalty or
damages on account of such cancellation or termination; monies lawfully due for goods
delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall
be paid by the Board.

25.5 The Commissioner or agency head shall consider and address in reaching his or her
determination and in assessing an appropriate penalty the factors in paragraphs (a) and (b) below.
He or she may also consider, if relevant and appropriate, the criteria established in paragraphs (c)
and (d) below in addition to any other information which may be relevant and appropriate:

(a) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any
governmental investigation or audit, including but not limited to the discipline, discharge,
or disassociation of any person failing to testify, the production of accurate and complete
books and records, and the forthcoming testimony of all other members, agents, assignees
or fiduciaries whose testimony is sought.

(b) The relationship of the person who refused to testify to any entity that is a party to the hearing,
including but not limited to, whether the person whose testimony is sought has an ownership
interest in the entity and/or the degree of authority and responsibility the person has within the
entity.

(c) The nexus of the testimony sought to the subject entity and its contracts, leases, permits
or licenses with the City and the Board.

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(d) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a
significant interest in an entity subject to penalties under 25.4 above, provided that the
party or entity has given actual notice to the commissioner or agency head upon the
acquisition of the interest, or at the hearing called for in 25.3(a) above gives notice and
proves that such interest was previously acquired. Under either circumstances the party or
entity must present evidence at the hearing demonstrating the potential adverse impact a
penalty will have on such person or entity.

25.6 (a) The term "license" or "permit" as used herein shall be defined as a license, permit,
franchise or concession not granted as a matter of right.

(b) The term "person" as used herein shall be defined as any natural person doing business
alone or associated with another person or entity as a partner, director, officer, principal
or employee.

(c) The term "entity" as used herein shall be defined as any firm, partnership, corporation,
association, or person that receives monies, licenses, leases, or permits from or through
the City or Board or otherwise transacts business with the City or Board.

(d) The term "member" as used herein shall be defined as any person associated with another
person or entity as a partner, director, officer, principal or employee.

25.7 In addition to and notwithstanding any other provisions of this agreement, the commissioner or
agency head may in his or her sole discretion terminate this agreement upon not less than three
(3) days written notice in the event the Contractor fails to promptly report in writing to the
Commissioner of Investigation of the City of New York any solicitation of money, goods,
requests for future employment or other benefit or thing of value, by or on behalf of any
employee of the City or Board, or other person, firm, corporation or entity for any purpose which
may be related to the procurement or obtaining of this agreement by the Contractor or affecting
the performance of this agreement.

26. Reports, Inspection and Records

A. The Contractor shall promptly provide all reports required by the Board, including
without limitation, financial, program, statistical, analytical, narrative and progress
reports. Unless otherwise provided herein, the final payment hereunder shall not be made
until all reports have been submitted and approved by the Board.

B. The Contractor shall, until six (6) years after completion of its services hereunder or six
years after date of termination of this Agreement, whichever is later, maintain and retain
complete and correct books and records relating to all aspects of the Contractor's
obligations hereunder. Records must be maintained separately, so as to identify clearly

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the hours charged to this Agreement and be distinguishable from all other hours charged
which are not related to this Agreement.

C. The Contractor shall make its staff, and premises, books, records, operations, and
Services provided under this Agreement, and those of its subcontractors, available to the
Board and to any person, agency or entity designated by the Board, at any time, for
program, audit, fiscal audit, inspection, observation, sampling, visitation and evaluation,
and shall render all assistance and cooperation for said purposes. The Contractor agrees to
attend, upon demand, any investigation conducted by the Board to produce any records
and other documents required by the Board at that investigation, to cooperate with the
Board, and to give sworn testimony pertaining to those documents or the subject of the
investigation; provided only that the investigation, testimony, records and documents
relate to the subject of the Contractor's relationship with the Board of Education. If a
corporation, partnership or government agency, the Contractor agrees to require its
officers, employees and partners to comply with the foregoing.

D. In its record keeping the Contractor shall also comply with all federal, state and local
laws and regulations pertaining to such records, including, without limitation, the
regulations of the Comptroller, and shall require its subcontractors to do likewise.

E. In the event that any federal, state or local government agency, or other public or private
agency conducts an audit of any of the Contractor's operations which pertains directly or
indirectly to the goods and services provided pursuant to this Agreement, within five (5)
working days after receipt by the Contractor of notice of the commencement of such audit
the Contractor shall give notice of such commencement to the Board; and within five (5)
working days after receipt by the Contractor of a copy of any resulting interim or final
audit report, the Contractor shall supply one copy thereof to the Board. (6/24/88)

27. Non-Assignment of Contract

The Contractor shall give its personal attention to the faithful performance of this Agreement.
The Contractor covenants that it will not assign, transfer, convey, sublet or otherwise dispose of
this Agreement or its right, title or interest therein or its power to execute such Agreement, to
any other person or corporation without the previous written consent of the Chancellor or his
designee. Request for permission to assign a contract shall be submitted in writing to the
Chancellor’s designee, Executive Director of the Division of Contracts and Purchasing, 65 Court
Street, Brooklyn, New York 11201. A non-refundable processing fee of $250.00 for contract
amounts less than $100,000.00 and $500.00 for contract amounts $100,000.00 or greater shall be
submitted with the request. Said fee shall be by check or money order and made payable to the
New York City Board of Education, Division of Contracts and Purchasing. The Chancellor’s
designee shall grant or deny such requests after consultation with the appropriate Division or
Office, the decision is final and binding. If the Contractor in any way violates the terms of this
provision, the Board shall have the right to cancel and terminate this Agreement, and the Board
shall thereupon be relieved from all liability hereunder. Nothing contained herein shall be
construed to affect an assignment by the Contractor for the benefit of its creditors made pursuant
to the statutes of the State of New York. No right under this Agreement, or to any monies due or

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to become due hereunder, shall be asserted against the Board or the City in law or in equity by
reason of a purported assignment of this Agreement, or any part thereof, or of any monies due or
to become due hereunder, unless authorized as aforesaid. (Rev.11/27/02)

28. Contractor's Staff

The Contractor shall employ or contract for the services of only competent workmen,
consultants, independent contractors and other employees as are, or reasonably may be,
necessary for the performance of the Services hereunder.

The Contractor warrants that it shall be solely responsible for its employees' work, direction,
safety and compensation. (6/84)
The Contractor agrees to replace immediately any employee, and not engage such employee in
the performance of this Agreement, if the Contractor is notified in writing that, in the opinion of
either the Chancellor, a Community Superintendent, or their designees, such employee is
incompetent or otherwise impedes the performance of the services hereunder.

29. Confidentiality of Records

All personally identifiable student and staff information obtained by or furnished to the
Contractor by the Board, and all reports and studies containing such information prepared or
assembled by the Contractor, are to be kept strictly confidential by the Contractor and shall not
be provided or disclosed to any third party without the express written permission of the
Chancellor or his designee. The Contractor shall limit access to such material in its control to
those of its employees performing services pursuant to this Agreement strictly on a need to know
basis. The Contractor shall restrict its use of the information to its performance under this
Agreement and shall return all such material to the Board upon the completion of the services
herein.

30. Testimony

If the project which is the subject matter of this Agreement at any time becomes involved in a
proceeding, to which the Board or the City is a party, before any court, board, tribunal, panel,
arbitrator, referee or agency, the Contractor shall provide such knowledgeable witnesses as the
Board shall require, free of additional compensation of any kind. Nothing herein shall require the
Contractor to provide testimony in any proceeding in which it is a party with interests opposed to
those of the Board.

31. No Personal Liability

Neither the Chancellor, nor any board members, nor any officer, employee, agent or
representative of the Board or of the City shall be personally liable, based upon any theory of law
or equity, to the Contractor or to any party claiming on behalf of or through the Contractor, under
this Agreement, or by reason of any individual's actions or failure to act in any way connected
with this Agreement, whether or not the action shall have been within or without an individual's
scope of authority. The scope of this provision includes personal injury to any personal interest

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(commercial or otherwise), physical injury (including death), property damages, and any
pecuniary damages where such injuries or damages result from or arise out of negligence. The
Contractor further waives any and all rights to make a claim or commence an action or special
proceeding, in law or equity, against any of the aforementioned individuals, and the Contractor
hereby assigns its complete right, title, and interest in any such claim, action, or special
proceeding to the Board. (Rev. 12/12/02)

32. [Reserved.]

33. Conflicts of Interest

A. Except as stated in paragraph B, no non-governmental Contractor may have on its Board

of Directors (or comparable body), employ or have under contract for services (1) any
present full-time officer or employee of the City of New York or the Board of Education
or any part-time officer or employee of the Board, or (2) any present full-time officer or
employee of the City on leave from the City or the Board or any part-time officer or
employee of the Board currently on leave from the Board. Generally, the Conflicts of
Interest Board may grant waivers of this provision, if an employee or officer is not
involved in the Contractor’s business with the City or the Board. Said waivers are
discretionary and must be approved prior to the commencement of services by that
individual. The Board of Education’s Ethics Officer must be contacted if an officer or
employee wishes to request a waiver. (Rev. 12/12/02)

B. No Board of Education officer or employee may serve as an unpaid member of a Board

of Directors (or comparable body) of a non-governmental not-for-profit Contractor
without the permission of the Chancellor. To obtain this permission, the officer or
employee must contact the Board of Education’s Ethics Officer. All other City officers or
employees may serve as unpaid members of Boards of Directors (or comparable body) of
a non-governmental not-for-profit Contractor, if the officer or employee has no
involvement with the Contractor’s business with the City or the Board. (Rev. 11/27/02)

C. No officer or employee of the Board of Education, or the officer or employee’s spouse/

domestic partner or unemancipated child(ren) can have an ownership interest in the
contractor, defined as an interest which exceeds five percent of the firm or an investment
of $32,000 in cash or other form of commitment, whichever is less, and any lesser
interest when the officer or employee or spouse, unemancipated child(ren), or domestic
partner exercises managerial control or responsibility regarding any such firm. For
Contractors with stock that is publicly traded, compliance with this subparagraph C is the
obligation of Board of Education employees and officers. (1/16/03)

D. No former officer or employee of the Board may appear before the Board on behalf of a non-
governmental Contractor within one year of the former officer or employee’s termination of service
with the Board. An appearance before the Board includes all communications with the Board.
However, a former employee of the Board is not prohibited from serving on a non-governmental
Contractor’s Board of Directors (or comparable body), or from employment or contracting for

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services with the Contractor, provided that the former employee does not appear before the Board
within one year of the termination of service with the Board.

E. No former officer or employee of the City (including the Board) may have any involvement on
behalf of a non-governmental Contractor with any aspect of a contract, including services under that
contract, if that former officer or employee was involved substantially and personally with any
aspect of that contract while employed by the City. Any former City employee whose duties for the
City or the Board involved a contract shall contact the New York City Conflicts of Interest Board for
clarification before having any involvement with the contract on behalf of a non-governmental
Contractor or any other private interest.

F. The Contractor warrants that, other than a bona fide employee or contractor regularly working as
a sales representative for the Contractor, no person, selling agency, or other entity has solicited or
secured this Agreement, or has been employed or retained to do so, for a commission, percentage,
brokerage fee or contingent fee.

G. The Contractor shall not give, and warrants that it has not given or promised to give, any gift to a
community school board member, school leadership team member or to any officer, employee or
other person whose salary is payable in whole or part from Board or City funds, or other funds under
this Agreement. The word “gift” shall include, without limitation, money, tangible goods, services,
loans, promises or negotiable instruments. (2/13/01)

H. If the Contractor violates any provision of this paragraph, the Board may, at its option:
(1) cancel and terminate this Agreement and be relieved of all liability hereunder; (2)
deduct all amounts paid by the Contractor or other value given by the Contractor in
violation of this paragraph from payments made or to be made to the Contractor under
this or any other Agreement at any time; (3) require the refund of any funds paid
hereunder; (4) any combination of the foregoing; or (5) any other action the Board deems
necessary and appropriate as permitted by law. Any breach of the warranties or violation
of the provisions of this paragraph shall be grounds to find the Contractor or its principals
as not a responsible bidder on other Board or City contracts.

I. Provider shall adhere to the Central Board of Education policy on Conflicts of Interest, the
Chancellor's Regulations on Conflicts of Interest C-110, and the New York City Charter provisions
on Conflicts of Interest which are hereby incorporated by reference as if fully attached hereto.

34. Antitrust

The Contractor assigns to the Board its right, title and interest in and to any claim or cause of
action arising under the antitrust laws of New York State or the United States relating to the
goods or Services purchased or procured by the Board pursuant to this Agreement.

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35. Merger and Choice of Law

This written Agreement constitutes the entire agreement of the parties, and no other prior or
contemporaneous agreement, oral or otherwise, regarding the subject matter of this Agreement
shall be deemed to exist or bind any of the parties hereto, or to vary any of the terms contained
herein. This Agreement shall be governed and construed in accordance with the laws of the State
of New York without regard to its conflict of law rules.

36. Participation in an International Boycott

A. The Contractor agrees that neither it nor any substantially-owned affiliated company is
participating or shall participate in an international boycott in
violation of the provisions of the Export Administration Act of 1979, as amended, or the
regulations of the United States Department of Commerce promulgated thereunder.

B. Upon the final determination by the Commerce Department or any other agency of the
United States that the Contractor or a substantially-owned affiliated company thereof,
participated, or is participating, in an international boycott in violation of the provisions
of the Export Administration Act of l979, as amended, or the regulations promulgated
thereunder, the Chancellor or his designee may, at his option, render forfeit and void this
contract. (1/12/89)

37. No Discrimination

A. The Contractor will strictly comply with all applicable Federal, State and Local laws
pertaining to the subject of discrimination on any ground, as they may now read or as
they may hereafter be amended.

B. The Contractor is, and will remain, an Equal Opportunity Employer. In addition to the
other requirements of this paragraph 37, the Contractor shall provide equal opportunity
for all qualified persons, and shall not discriminate in employment because of race, creed,
gender, color, age, sexual orientation, national origin, handicapping condition, marital
status, or religion and shall promote the full realization of equal opportunity. (Rev.
9/20/88)

C. Pursuant to the provisions of the New York State Labor Law, the Contractor agrees, in its
operations performed within the State of New York:

(1) That in the hiring of employees for the performance of work under this contract or
any subcontract hereunder, neither the contractor, subcontractor, nor any person
acting on behalf of such contractor or subcontractor, shall by reason of race,
creed, color, sex or national origin discriminate against any citizen of the State of
New York who is qualified and available to perform the work to which the
employment relates;

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(2) That no contractor, subcontractor, nor any person on his behalf shall, in any
manner, discriminate against or intimidate any employee hired for the
performance of work under this contract on account of race, creed, color, sex or
national origin;

(3) That there may be deducted from the amount payable to the contractor by the state
or municipality under this contract a penalty of five dollars for each person for
each calendar day during which such person was discriminated against or
intimidated by the contractor or subcontractor, or anyone acting on behalf of the
contractor in violation of the provisions of the contract;

(4) That this contract may be cancelled or terminated by the state or municipality, and
all moneys due or to become due hereunder may be forfeited, for a second or any
subsequent violation of the terms or conditions of this section of the contract;

(5) The aforesaid provisions of this section covering every contract for or on behalf of
the state or a municipality for the manufacture, sale or distribution of materials,
equipment or supplies shall be limited to operations performed within the
territorial limits of the State of New York; and

(6) That the Board is, for purposes of this subparagraph C., a "state or municipality."
(Rev. 11/25/96)

38. Equal Employment Opportunity Requirements for Professional Contractors

A. Definition of Terms for the Implementation of a Program of Affirmative Action.

The following terms, when used in this paragraph, shall have the meanings given for
them.

(1) "Employee": Any person employed full or part-time in any capacity by the
Contractor or sub-contractor.

(2) "Minority Groups and Affected Classes": Blacks, Hispanics (Non-European),

Asian Americans, American Indians, females and individuals with handicapping
conditions.

(3) "Program of Affirmative Action": A detailed, result-oriented set of written

procedures submitted by a Contractor or sub-contractor which when implemented
with conscious effort results in compliance with the Equal Opportunity Policy
herein, through full utilization and equal treatment of minorities, women and
individuals with handicapping
conditions at all levels and in all segments of the Contractor's or sub-contractor's
work force. An effective Program of Affirmative Action shall include but not
necessarily be limited to, the following elements:
(Rev. 9/20/88)

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(a) Development or reaffirmation of the Contractor's or sub-contractor's Equal

Opportunity Policy;

(b) Dissemination of the Policy;

(c) Responsibility for implementation;

(d) A survey and analysis of employment at all levels and in all categories and
aspects of the Contractor's or sub-contractor's work force, which
determines if and at which levels, categories, and aspects there is an
underutilization of minority and female employees;

(e) An analysis of employment policies and practices, including but not

limited to seniority systems, recruitment, training, promotion, insurance
and job benefits and their effects upon minorities, women and individuals
with handicapping conditions;

(f) Corrective actions taken, or to be taken, toward the elimination of any

employment policy or practice having a discriminatory effect on minority
group members and women; and

(g) Description of the Contractor's efforts to engage, as sub-contractors, bona

fide minority business enterprises and female enterprises.

(4) "Goals and Timetables": Projected levels of achievement resulting from an

analysis by the Contractor or sub-contractor of its deficiencies, and of what it can
reasonably do to remedy them within a specified time period.

(5) "Underutilization": Having fewer minorities, women and individuals with

handicapping conditions in a particular job classification than would reasonably
be expected by their availability in the appropriate labor force.

(6) "The Office": The Office of Equal Opportunity of the Board.

B. Required Program of Affirmative Action

(1) The Contractor is required to identify and eliminate overt and covert
discriminatory practices and implement the Program of Affirmative Action. Upon
demand of the Office the Contractor shall submit to the Office a detailed written
Program of Affirmative Action (hereinafter referred to as a "P.A.A."). In the event
the Contractor submits a P.A.A. not acceptable to the Office, the Office will
require the correction or revision of the P.A.A. to its satisfaction.

(2) In the event the Contractor fails to submit such an acceptable P.A.A. within the
time specified in the demand, the Contractor may be

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declared in default. The Director shall be the sole judge of the P.A.A.'s
acceptability. The P.A.A. shall:

(a) Apply to all Board of Education professional services contracts with the
Contractor;

(b) Encompass all phases of the employment process, including evaluation of

job classification to ensure job relatedness, recruitment, selection, validity
of examinations, retention, layoffs, seniority, assignments, training,
promotion, salary and benefits;

(c) Fulfill the following requirements:

(i) Include measurable goals, reasonable timetables and specific

programs to be implemented by the contractor to identify and
eliminate deficiencies in employment practices with respect to the
underutilization of members of minority groups and members of
affected classes;

(ii) Include a statement of the present utilization of minority group

members and women in the Contractor's work force and a
projection of the minority utilization in the Contractor's work force
for the life of the Contract and for at least a one-year period
succeeding its completion. This statement and projection shall
include present and projected (1) rates of hiring and promotion of
minority group members and women in specific job categories at
each wage rate within each level of employment and according to
major organizational unit, and (2) percentages of minority group
and women utilization in specific job categories at each wage rate
within each level of employment, and according to major
organizational work force;

(iii) Include all of the Contractor's facilities within New York City as
well as those facilities located elsewhere within the continental
limits of the United States;

(iv) Specify the union(s) or other employee organizations to which the

Contractor's employees belong, and shall include commitments to
good faith efforts to effect Equal Opportunity changes directly or
indirectly, in programs by
such unions or organizations to recruit, train, qualify or otherwise
select members, if such changes are deemed
necessary. The P.A.A. shall also include a copy of any agreement
with an employee association which affects employment policies
and practices;

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(v) Be submitted in such format as shall be specified by the Director of

the Office;

(vi) Include a commitment to submit to the Director a separate P.A.A.,

of the form (i) to (v) hereof, for each subcontractor prior to
approval of the subcontractor by the Board of Education;

(vii) Include a written evidence or proof which shows that minority

entrepreneurs have been solicited and given an equal opportunity to
submit proposals and that such proposals have been given equal
consideration for award;

(viii) Contain commitments as to goals for minority and affected classes

employment and adoption of equal employment practices not less
strict than the commitments contained in the Contractor's most
recent P.A.A. which was approved by the Office.

C. Compliance Inspection Report

Upon demand of the Office the Contractor shall, within the specified time, submit to the
Office a Compliance Inspection Report. The completed Compliance Inspection Report
must be returned to the Office within such time as is specified in the requisition for
information accompanying the report form.

D. Conferences

The Contractor shall attend such conferences as shall be required by the Office for the
purpose of acquainting it with the statutory and contractual requirements and what
specific measures shall constitute an acceptable P.A.A.

E. Implementation of P.A.A.

During the Term of the Contract, the Contractor shall successfully implement the P.A.A.
approved by the Office.

F. Default

If, in the opinion of the Office, the Contractor has breached any of the requirements of
paragraphs 36 or 37 hereof it may seek to have the Contractor declared in default by the
Chancellor’s designee as provided elsewhere herein. (Rev. 10/10/02)

For further information concerning these rules, regulations or procedures, contractors

may consult with the Office of Equal Opportunity of the Board.

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39. MacBride Principles Provisions for Board of Education Contractors

ARTICLE I. MACBRIDE PRINCIPLES

PART A

In accordance with section 6-115.1 of the Administrative Code of the City of New York, the
Contractor stipulates that such Contractor and any individual or legal entity in which the
Contractor holds a ten percent or greater ownership interest and any individual or legal entity that
holds a ten percent or greater ownership interest in the Contract either (a) have no business
operations in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any
business operations they have in Northern Ireland in accordance with the MacBride Principles,
and shall permit independent monitoring of their compliance with such principles.

PART B
For purposes of this section, the following terms shall have the following meanings:

"MacBride Principles" shall mean those principles relating to nondiscrimination in employment

and freedom of workplace opportunity which require employers doing business in Northern
Ireland to:

(1) increase the representation of individuals from underrepresented religious groups in the
work force, including managerial, supervisory, administrative, clerical and technical
jobs;

(2) take steps to promote adequate security for the protection of employees from
underrepresented religious groups both at the workplace and while traveling to and from
work;

(3) ban provocative religious or political emblems from the workplace;

(4) publicly advertise all job openings and make special recruitment efforts to attract
applicants from underrepresented religious groups;

(5) establish layoff, recall and termination procedures which do not in practice favor a
particular religious group;

(6) abolish all job reservations, apprenticeship restrictions and different employment criteria
which discriminate on the basis of religion;

(7) develop training programs that will prepare substantial numbers of current employees
from underrepresented religious groups for skilled jobs, including the expansion of
existing programs and the creation of new programs to train, upgrade and improve the
skills of workers from underrepresented religious groups;

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(8) establish procedures to assess, identify and actively recruit employees from
underrepresented religious groups with potential for further advancement; and

(9) appoint a senior management staff member to oversee affirmative action efforts and
develop a timetable to ensure their full implementation.

ARTICLE II. ENFORCEMENT OF ARTICLE I.

The Contractor agrees that the covenants and representations in Article I above are material
conditions to this contract. In the event the contracting entity receives information that the
Contractor who made the stipulation required by this section is in violation thereof, the
contracting entity shall review such information and give the Contractor an opportunity to
respond. If the contracting entity finds that a violation has occurred, the entity shall have the right
to declare the Contractor in default and/or terminate this contract for cause and procure the
supplies, services or work from another source in any manner the entity deems proper. In the
event of such termination, the Contractor shall pay to the entity, or the entity in its sole discretion
may withhold from any amounts otherwise payable to the Contractor, the difference between the
contract price for the uncompleted portion of this contract and the cost to the contracting entity of
completing performance of this contract either itself or by engaging another contractor or
contractors. In the case of a requirements contract, the Contractor shall be liable for such
difference in price for the entire amount of supplies required by the contracting entity for the
uncompleted term of its contract. In the case of a construction contract, the contracting entity
shall also have the right to hold the Contractor in partial or total default in accordance with the
default provisions of this contract, and/or may seek debarment or suspension of the Contractor.
The rights and remedies of the entity hereunder shall be in addition to, and not in lieu of, any
rights and remedies the entity has pursuant to this contract or by operation of law. (8/92)

40. Set-Off Rights

The Board shall have all of its common law, equitable and statutory rights of set-off. These rights
shall include, but not be limited to, the Board's option to withhold for the purposes of set-off any
moneys due and owing to the Board with regard to this Agreement, any other agreement with the
Board, including any agreement for a term commencing prior to the term of this Agreement, plus
any amounts due and owing to the Board for any other reason. The Board shall exercise its set-
off rights in accordance with normal Board practices including, in cases of set-off pursuant to an
audit, the finalization of such audit by the Board, its representatives, or the State or City
Comptroller. (1/95)

41. Non-Collusive Bidding

If this Agreement was awarded by the Board based upon the submission of bids or proposals,
Contractor warrants under penalty of perjury, that its bid or price quotation was arrived at
independently and without collusion aimed at restricting competition. (10/92)

42. Intentionally Left Blank (Burma Provision Deleted 9/6/01)

43. Intentionally Left Blank (Year 2000 Compliance Required Deleted 11/27/02)

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44. Fair and Ethical Business Practices

A. Fair and Ethical Business Practices shall be strictly adhered to during the term of this
Agreement. During the term of this Agreement, Contractor shall not:

(1) File with a government office or employee, a written instrument which

intentionally contains a false statement or false information;

(2) Intentionally falsify business records;

(3) Give, or offer to give, money, gifts or anything of value or any other
benefit to a labor official or public servant with intent to influence that labor
official or public servant with respect to any of his or her official acts, duties or
decisions as a labor official or public servant;

(4) Give or offer to give, money, gifts or anything of value or any other benefit to a
labor official or public servant for any reason;

(5) Give, or offer to give, money, gifts or other benefit(s) to an official or employee
of a private business with intent to induce that official or employee to engage in
unethical or illegal business practices;

(6) Knowingly participate in the criminal activities of any organized crime group,
syndicate or “family,” nor shall any person employed by or associated with any
such organized crime “family,” syndicate or group participate through criminal
means in any of the business affairs of Contractor.

B. Contractor certifies throughout the term of this Agreement, that there have been no
changes in circumstances, conditions or status of Contractor’s qualification(s) as reflected
in Contractor Questionnaire or other such documents submitted to the Board. Any change
in the information provided by Contractor in its questionnaire currently on file with the
Board must be immediately reported to the Board. In addition, Contractor shall
immediately
notify the Board of any of the following events if it becomes known that any director,
partner, officer, member or employee of Contractor, or any shareholder owning 5% of
more of Contractor’s membership interests:

(1) is the subject of investigation involving any violation of criminal law or other
federal, state or local law or regulation by any governmental agency; or

(2) is arrested, indicted or named as an unindicted co-conspirator in any indictment or

other accusatory instrument; or

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(3) is convicted of any felony under state or federal law and/or any misdemeanor
involving a business-related crime. (10/8/98)

45. Indemnification Language

The Contractor shall defend, indemnify and hold the Department and the City harmless from and
against any and all claims, suits, damages, judgments, liabilities, costs, and expenses, including
reasonable attorneys’ fees, to which they may be subject because of or related to any claim that
the Copyrightable Materials or their use constitutes an infringement by the Contractor or a
violation by the Contractor of the copyright, patent, trademark, or any other property or personal
right of any third party. For the purposes of this provision, “Copyrightable Materials” shall
include any reports, documents, data, photographs, software, and/or other materials provided
pursuant to this agreement, regardless of whether the copyright in such materials is or shall be
owned by the Department, the Contractor, or third parties. This indemnification shall survive the
termination or expiration of this Agreement. This indemnification provision shall not be limited
in any way by the Contractor’s obligations to obtain insurance as provided under this Agreement.
Furthermore, Contractor shall defend and settle at its sole expense all suits or proceedings
brought against Contractor arising out of the foregoing. However, in cases involving software, no
such settlement shall be made that prevents the Department from continuing to use the software
without the Department’s prior written consent, which consent shall not be withheld
unreasonably. 1/15/03

46. Dispute Resolution Procedure

A. In the event the Contractor and the Board are unable to resolve their differences
concerning a determination by the Board, the Contractor may initiate a dispute in
accordance with the procedure set forth in this Section 46. Exhaustion of these dispute
resolution procedures by Contractor shall be a precondition to any lawsuit permitted
hereunder.

B. The Dispute Resolution Officer (“DRO”) selected by the Executive Director of the
Division of Contracts and Purchasing shall be authorized to decide all questions of any
nature whatsoever arising out of, under or in connection with, or in any way related to or
on account of, this Agreement (including claims in the nature of breach of contract or
fraud or misrepresentation before or subsequent to contract award) and the DRO’s
decision shall be conclusive, final and binding on the parties. The DRO’s decision may
be based on such assistance as s/he may find desirable, including advice of experts. The
effect of the DRO’s decision shall not be impaired or waived by any negotiations or
settlement offers in connection therewith, or by any prior decision of others, which prior
decisions shall be deemed subject to review, or by any termination or cancellation of this
Agreement.

C. All such disputes shall be submitted in writing by the Contractor to the DRO, together
with all evidence and other pertinent information with regard to such questions, in order
that a fair and impartial decision may be made. The Board Contract Manager may submit

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to the DRO all materials that s/he deems pertinent to the dispute. The DRO shall render a
decision in writing and deliver a copy of same to the parties within forty-five (45) days of
the conclusion of submission of all materials and information, or such longer time as may
be agreed to by the parties. In an unusually complex case, the DRO may render his or her
decision in a longer period of time, not to exceed ninety (90) days or such longer time as
may be agreed to by the parties, and shall so advise the parties at the commencement of
this period. The DRO’S decision shall be deemed a final agency action.

D. During such time as any dispute is being presented, heard, and considered pursuant to this
Section 46, the terms of this Agreement shall remain in full force and effect and the
Contractor shall continue to provide any services in accordance with this Agreement.
Failure of the Contractor to continue to provide services shall constitute a material breach
of contract.

E. If the Contractor protests the determination of the DRO, the Contractor may commence a
lawsuit in Supreme Court, County of New York under Article 78 of the New York Civil
Practice Law and Rules. Such review of the Court shall be limited to the question of
whether or not the DRO’s decision was made in violation of lawful procedure, was
affected by an error of law, or was arbitrary and capricious or an abuse of discretion. No
evidence or information shall be introduced or relied upon in such an action or
proceeding that has not been presented to the DRO prior to the making of his or her
decision.
SUPPLEMENTAL TERMS AND CONDITIONS

1. SUBCONTRACTING RESTRICTIONS

A. The Contractor shall not enter into any subcontract for the performance of its obligations,
in whole or in part, under this Agreement without the prior approval by the Board of the subcontractor.
The Department hereby grants approval for all subcontracts for an amount that does not exceed Five
Thousand Dollars ($5,000). All subcontracts must be in writing.
B. Prior to entering into any such subcontract for an amount greater than Five Thousand
Dollars ($5,000), the Contractor shall submit a written request for the approval of the proposed
subcontractor to the Board giving the name and address of the proposed subcontractor and the portion of
the services that it is to perform and furnish. At the request of the Board, a copy of the proposed
subcontract shall be submitted to the Board. The proposed subcontractor’s VENDEX Questionnaire must
be submitted, if required, within thirty (30) Days after the Board has granted preliminary approval of the
proposed subcontractor. Upon the request of the Board, the Contractor shall provide any other information
demonstrating that the proposed subcontractor has the necessary facilities, skill, integrity, past experience
and financial resources to perform the specified services in accordance with the terms and conditions of
this Agreement. The Board shall make a final determination in writing approving or disapproving the
subcontractor after receiving all requested information. For proposed subcontracts that do not exceed
Twenty-five Thousand Dollars ($25,000), the Board’s approval shall be deemed granted if the Board does
not issue a written approval or disapproval within forty-five (45) Days of the Board’s receipt of the written

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request for approval or, if applicable, within forty-five (45) Days of the Board’s acknowledged receipt of
fully completed VENDEX Questionnaires for the subcontractor.
C. All subcontracts shall contain provisions specifying that:
1. The work performed by the subcontractor must be in accordance with the terms of
the agreement between the Board and the Contractor;
2. Nothing contained in the agreement between the Contractor and the subcontractor
shall impair the rights of the Board;
3. Nothing contained in the agreement between the Contractor and the subcontractor,
or under the agreement between the Board and the Contractor, shall create any contractual relation
between the subcontractor and the Board;
4. The subcontractor specifically agrees to be bound by provisions in this Agreement
regarding Non-Discrimination, Equal Employment Opportunity Requirements, Confidentiality,
and Cooperation with Audits and Investigations and specifically agrees that the Board may enforce
such provisions directly against the subcontractor as if the Board were a party to the subcontract;
5. The specific consideration for the Subcontractor’s services, including any
monetary exchange between the parties and the basis upon which payment will be made; and
6. That the Subcontractor may not enter into second-tier subcontracting contracts for
performance of services for the Board without the prior written approval of the Board, and any
such subcontracts must contain all of the provisions set forth herein. The Contractor remains
responsible for submission and approval of any second-tier subcontracts.

D. The Contractor agrees that it is as fully responsible to the Board for the acts and omissions
of its subcontractors and of persons either directly or indirectly employed by such subcontractors as it is
for the acts and omissions of any person directly employed by it.
E. For determining the value of a subcontract, all subcontracts with the same subcontractor
shall be aggregated.

F. The Board may revoke the approval of a subcontractor granted or deemed granted
pursuant to Paragraphs (A) and (B) of this section if revocation is deemed to be in the interest of the
Board in writing on no less than ten (10) Days notice unless a shorter period is warranted
by considerations of health, safety, integrity issues or other similar factors. Upon the effective date of
such revocation, the Contractor shall cause the subcontractor to cease all work under the Agreement.
The Board shall not incur any further obligation for services performed by such subcontractor pursuant
to this Agreement beyond the effective date of the revocation. The Board shall pay for services provided
by the subcontractor in accordance with this Agreement prior to the effective date of revocation.

G. The Board’s approval of a subcontractor shall not relieve the Contractor of any of its
responsibilities, duties and liabilities under this Agreement. At the request of the Board, the Contractor
shall provide the Board a copy of any subcontract.

H. Individual employer-employee contracts are not subcontracts subject to the requirements

of this Section.

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I. Payments made under the terms of any subcontract for services under this Agreement
must be supported with documentation that includes dated invoices and work performed.

2. TERMINATION FOR CAUSE

A. If the Contractor violates any provision of this Agreement, the Chancellor or his/her
designee may pursue any legal or equitable remedies available to the Board. In addition, the Chancellor
or his/her designee may seek to have the Contractor declared in default by the Executive Director of the
Division of Contracts and Purchasing or his/her designee (hereafter, the “Director”) . Before the Director
shall exercise the right to declare the Contractor in default, the Contractor shall be given an opportunity
to be heard upon not less than two (2) days notice; however, it shall be within the discretion of
the Director to suspend the Contractor and direct that it cease performing services pursuant to the
Agreement pending such opportunity to be heard. It shall also be within the discretion of the Director to
provide for such opportunity to be heard to be in writing or in person. In the event that the Director shall
determine the Contractor to be in default, the Board may cancel this Agreement and shall thereafter be
relieved of all liability hereunder. Notwithstanding the foregoing, the Board may terminate this
Agreement immediately without notice in cases in which the Board has reason to believe that the
Contractor is performing in a manner which would endanger the health, safety and/or welfare of pupils
and/or their families. In such case, the Board shall administer the opportunity to be heard in a post-
termination manner. Upon a finding of default, the default determination shall be submitted to the New
York City Mayor's Office of Contract Services for inclusion in the VENDEX database.

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ATTACHMENT C

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ATTACHMENT C

SCOPE OF SERVICES

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SCOPE OF SERVICES

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NYC School Support Services, Inc.

SCOPE OF SERVICES

The Corporation shall be required to perform all Services as specified in this Agreement,
including all human resource functions such as screening, employing, onboarding, supervising,
training, management reporting, and monitoring of the Custodial Employees.

The Corporation’s personnel shall serve the DOE by providing Custodial Employees to
work directly with the School Custodian Engineers and shall procure Subcontractors as needed
for payroll, accounting, information technology and other systems. Custodial Employees will be
deployed to DOE Facilities throughout all five boroughs of New York City to clean and provide
access to DOE Facilities during the School Day, before and after school hours, on weekends, and
on holidays, based on the needs of the DOE and in accordance with the terms of their respective
collective bargaining agreements.

Custodial Employment Services

The Corporation will employ Custodial Employees (e.g., Cleaners, Handypersons,

Firepersons, Engineers, and any other applicable titles) and deploy workers to DOE Facilities to
achieve the highest standards for clean, well-maintained facilities. School Custodian Engineers
will oversee the day-to-day supervision of the Custodial Employees. The Corporation will
provide the following services:

 Screen, hire, employ, train and counsel the Custodial Employees and all of the other
Corporation employees.
 Process bi-weekly payments (net wages) to all employees; furnish a breakout of
withholdings to each employee (gross versus net); and submit dues check-off and other
payments as may be required by the applicable collective bargaining agreements, Law
and DOE directives, as may be amended.
 Monitor the employment eligibility for each employee.
 Help ensure the safe efficient operation of the assigned DOE Facilities for all occupants.
 Defend any grievances brought by employees and/or their respective union
representatives.
 Maintain workers’ compensation, disability benefits, and employer’s liability insurance
coverage for all employees.
 Perform the associated duties for paying the employees their wages, benefits packages,
union dues and any other required benefits associated with the applicable collective
bargaining agreements, Law, and DOE directives as may be amended.
 Comply with the screening requirements in Article 7 of the Agreement.
 Copies of the Custodial Employees’ building-based records are to be kept on-site at the
DOE Facility, as well as a centralized location.

o Onboarding

 Post job announcements for vacancies and review applicant qualifications.

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 Maintain a centralized pool of qualified candidates for vacant positions.

 Provide choice of Custodial Employees by dispatching multiple candidates
when feasible, to any building with an employee vacancy.
 Make offers of employment in consultation with School Custodian Engineers
and/or other facilities staff at the DOE.
 Comply with all DOE security clearance requirements including in Article 7
entering all required information into the DOE’s Personnel Eligibility
Tracking System (PETS); and responding to notices from the DOE regarding
a change in an employee’s eligibility status.

o Payroll Management and Reporting

 Provide employee rosters, hours of employment by employee and assigned

site, and all other personnel reports as requested by the DOE.
 Implement and utilize a centralized electronic employee time keeping system,
which complies with the following requirements:
a. There must be an electronic record of time worked for each employee
working in the building (start time, end time, breaks).
b. Electronic time records must be available for inspection by Department
of Education representatives at all times.
c. The time keeping system must reflect which employees are present in
the building at all times including weekends and holidays.
d. The Corporation employees shall record the actual times of arrival and
departure, as well as records related to lunch, dinner or other approved
break periods.
e. All un-validated entries and discrepancies of time records (i.e., an
employee fails to record an off time at the end of the workday) must be
approved by the School Custodian Engineer.
f. All electronic records of time must be web-based and available to the
DOE at all times.
g. Track and maintain each employee’s sick and vacation entitlement
records.
h. Provide all training pertaining to the employee time keeping system.

o Training Services

 The Corporation’s training services shall meet the following further

requirements:
a. The employer must ensure the employees are trained with respect to
statutory and regulatory compliance obligations imposed by federal, state,
or local laws or regulations.
b. The Corporation shall provide quality instruction, training, expert
perspectives, and evaluation to include, without limitation, lectures,
workshops, discussions, demonstrations, reviews and tests in keeping
with high professional standards. The Corporation shall use only
qualified teachers, trainers, instructors, administrators and other staff

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who are familiar with the professional needs of school district staff
serving public schools in modern day, large, urban areas.
c. The Corporation must provide all necessary instructional equipment and
materials including student and instructor materials. Training materials
shall include course agendas, instructor guides, etc. Such materials shall
be provided in electronic media.
d. The Corporation shall tailor the content of all training classes to the
reasonable needs and requirements of the Board and the employees.

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ATTACHMENT D

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ATTACHMENT D

THE BOE FACILITIES LIST

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ATTACHMENT D - BOE FACILITIES LIST

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MISCELLANEOUS

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ATTACHMENT E

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ATTACHMENT E

THE PREVAILING WAGE SCHEDULE FOR 2019-2020; FUTURE PREVAILING WAGE SCHEDULES ARE
AVAILABLE ON THE CITY COMPTROLLER’S PREVAILING WAGE WEB PAGE AT
http://comptroller.nyc.gov/general-information/prevailing-wage

FINAL VERSION. Thursday, April 30, 2020

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OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

LABOR LAW ARTICLE 9

REAL PROPERTY TAX LAW §421-A
NYC ADMINISTRATIVE CODE §6-130

PREVAILING WAGE FOR BUILDING SERVICE EMPLOYEES ON NYC CONTRACTS PURSUANT

TO LABOR LAW ARTICLE 9

Building service employees on public contracts must receive not less than the prevailing rate of
wage and supplements for the classification of work performed. In accordance with Labor Law Article
9 the Comptroller of the City of New York has promulgated this schedule of prevailing wages and
supplemental benefits for building service employees engaged on New York City public building service
contracts in excess of $1,500.00. Prevailing rates are required to be annexed to and form part of the
contract pursuant to §231 (4).

This schedule is a compilation of separate determinations of the prevailing rate of wage and
supplements made by the Comptroller for each trade classification listed herein pursuant to New York
State Labor Law section 234 (1). The source of the wage and supplement rates, whether a collective
bargaining agreement, survey data or other, is listed at the end of each classification.

Agency Chief Contracting Officers should contact the Bureau of Labor Law’s Classification Unit
with any questions concerning trade classifications, prevailing rates or prevailing practices with respect
to procurement on New York City building service contracts. Contractors are advised to review the
Comptroller’s Prevailing Wage Schedule before bidding on building service contracts. Contractors with
questions concerning trade classifications, prevailing rates or prevailing practices with respect to
building service contracts in the procurement stage must contact the contracting agency responsible
for the procurement.

Any error as to compensation under the prevailing wage law or other information as to trade
classification, made by the contracting agency in the contract documents or in any other
communication, will not preclude a finding against the contractor of prevailing wage violation.

Any questions concerning trade classifications, prevailing rates or prevailing practices on New
York City building service contracts that have already been awarded may be directed to the Bureau of
Labor Law’s Classification Unit by calling (212) 669-4443. All callers must have the agency name and
contract registration number available when calling with questions on building service contracts. Please
direct all other compliance issues to: Bureau of Labor Law, Attn: Wasyl Kinach, P.E., Office of the
Comptroller, 1 Centre Street, Room 651, New York, N.Y. 10007; Fax (212) 669-4002.

PREVAILING WAGE FOR BUILDING SERVICE EMPLOYEES IN BUILDINGS WITH TAX

EXEMPTION BENEFITS PURSUANT TO REAL PROPERTY TAX LAW §421-A

Covered Landlords shall ensure that all building service employees performing work in buildings
with 50 or more dwelling units for which construction was commenced after December 27, 2007, that
receive tax exemption benefits under Real Property Tax Law §421-a(8) (or 30 or more dwelling units in
buildings that receive tax exemption benefits under Real Property Tax Law §421-a(16) or (17)), are paid
no less than the prevailing wage rates listed in this schedule, unless the New York City Department of

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OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

Housing Preservation and Development determines that, at initial occupancy, at least 50 percent of the
dwelling units are affordable to individuals or families with a gross household income at or below 125
percent of the area median income and that any such units which are located in rental buildings will be
subject to restrictions to insure that they will remain affordable for the entire period during which they
receive benefits under Real Property Tax Law §421-a.

PREVAILING WAGE FOR BUILDING SERVICE EMPLOYEES IN NEW YORK CITY LEASED OR
FINANCIALLY ASSISTED FACILITIES PURSUANT TO NYC ADMINISTRATIVE CODE § 6-130

Covered landlords & covered financial assistance recipients shall ensure that all building service
employees performing building service work at the premises to which a lease or financial assistance
pertains are paid no less than the prevailing wage listed in this Schedule.

Covered Landlords include:

Anyone leasing commercial office space or commercial office facilities of 10,000 square feet or
more to New York City agencies that lease or rent no less than 51% of the total square footage of the
building to which the lease applies (no less than 80% in Staten Island or in an area not defined as an
exclusion area pursuant to section 421-a of the real property tax law on the date of enactment of the
local law).

Covered Financial Assistance Recipients include:

Businesses with annual gross revenues of five million dollars or more who have received
financial assistance from the City of New York (as defined in New York City Administrative Code §6-130)
with a total value of one million dollars or more. Business Improvement Districts and employers with
manufacturing operations at the premises to which the financial assistance pertains are not covered.
Not-for-profit organizations are not covered unless they have received financial assistance in relation to
a residential development project.

The information is intended to assist you in meeting your prevailing wage obligation. You should
consult New York City Administrative Code §6-130 to determine whether you are covered by this
prevailing wage law. New York City Administrative Code § 6-130 requires the City to maintain an updated
list of covered landlords and financial assistance recipients who are subject to the prevailing wage
requirement.

Labor Law § 231 (6) and NYC Administrative Law §6-130 requires contractors to post on the site
of the work a current copy of this schedule of wages and supplements.

This schedule is applicable to work performed during the effective period, unless otherwise
noted. Changes to this schedule are published on our web site comptroller.nyc.gov/wages. Contractors
must pay the wages and supplements in effect when the building service employee performs the work.
Preliminary schedules for future one-year periods appear in the City Record on or about June 1 each
succeeding year. Final schedules appear on or about July 1 in the City Record and on our web site
comptroller.nyc.gov/wages.

Contractors are solely responsible for maintaining original payroll records delineating, among
other things, the hours worked by each employee within a given classification.

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OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

Some of the rates in this schedule are based on collective bargaining agreements. The
Comptroller’s Office has attempted to include all overtime, shift and night differential, Holiday, Saturday,
Sunday or other premium time work. However, this schedule does not set forth every prevailing practice
with respect to such rates with which employers must comply. All such practices are nevertheless part
of the employer’s prevailing wage obligation and contained in the collective bargaining agreements of
the prevailing wage unions. These collective bargaining agreements are available for inspection by
appointment. Requests for appointments may be made by calling (212) 669-4443, Monday through
Friday between the hours of 9 a.m. and 5 p.m.

In order to meet their obligation to provide prevailing supplemental benefits to each covered
employee, employers must either:

1) Provide bona fide fringe benefits which cost the employer no less than the prevailing
supplemental benefits rate; or
2) Supplement the employee’s hourly wage by an amount no less than the prevailing
supplemental benefits rate; or
3) Provide a combination of bona fide fringe benefits and wage supplements which cost the
employer no less than the prevailing supplemental benefits rate in total.

Although prevailing wage laws do not require employers to provide bona fide fringe benefits (as
opposed to wage supplements) to their employees, other laws may. For example, the Employee
Retirement Income Security Act, 29 U.S.C. § 1001 et seq., the Patient Protection and Affordable Care Act,
42 U.S.C. § 18001 et seq., and the New York City Paid Sick Leave Law, N.Y.C. Admin. Code § 20-911 et
seq., require certain employers to provide certain benefits to their employees. Labor agreements to
which employers are a party may also require certain benefits. The Comptroller’s Office does not
enforce these laws or agreements.

Employers must provide prevailing supplemental benefits at the straight

time rate for each hour worked unless otherwise noted in the classification.

Paid Holidays, Vacation and Sick Leave when listed must be paid or provided
in addition to the prevailing hourly supplemental benefit rate.

For more information, please refer to the Comptroller’s Prevailing Wage Law Regulations in Title
44 of the Rules of the City of New York, Chapter 2, available at comptroller.nyc.gov/wages.

Wasyl Kinach, P.E.

Director of Classifications
Bureau of Labor Law

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OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

The City of New York

Office of the Comptroller
Bureau Of Labor Law
1 Centre Street
New York, NY 10007
─────────────
Scott M. Stringer
Comptroller

If you are a Covered Building Service Employee and you have been paid less than the Prevailing
Wage and Benefits, please contact us at 212–669–4443 or download our complaint form from our website
at comptroller.nyc.gov/wages.

Si es un empleado de servicios a edificios elegible y recibió menos del sueldo prevalente y

beneficios, por favor contáctenos en 212-669-4443 o descarga un formulario de reclamo del sitio del
Internet comptroller.nyc.gov/wages.

Wasyl Kinach, P.E.

Director of Classifications
Bureau of Labor Law

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FINAL VERSION. Thursday, April 30, 2020

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OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

ADDENDUM

List of Amended Classifications

1. BUILDING CLEANER AND MAINTAINER (OFFICE)

2. BUILDING CLEANER AND MAINTAINER (RESIDENTIAL)

3. BUILDING HVAC SERVICES OPERATOR

4. FUEL OIL

5. SECURITY GUARD (ARMED)

6. SECURITY GUARD (UNARMED)

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OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

TABLE OF CONTENTS

CLASSIFICATION PAGE

BUILDING CLEANER AND MAINTAINER (OFFICE) ....................................................................................... 7

BUILDING CLEANER AND MAINTAINER (RESIDENTIAL) .......................................................................... 11

BUILDING HVAC SERVICES OPERATOR .................................................................................................... 13

CLEANER (PARKING GARAGE) ................................................................................................................... 14

FUEL OIL ........................................................................................................................................................ 15

LANDSCAPING AND GROUNDSKEEPING WORKER ................................................................................. 17

LOCKSMITH ................................................................................................................................................... 17

MAINTENANCE WORKER, MACHINERY ..................................................................................................... 18

MEDICAL WASTE REMOVAL ....................................................................................................................... 18

MOVER - OFFICE FURNITURE AND EQUIPMENT ....................................................................................... 19

REFUSE REMOVER ....................................................................................................................................... 20

SECURITY GUARD (ARMED) ........................................................................................................................ 21

SECURITY GUARD (UNARMED) ................................................................................................................... 22

WINDOW CLEANER ...................................................................................................................................... 24

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OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

BUILDING CLEANER AND MAINTAINER (OFFICE)

Office Building Class "A" Handyperson (Over 280,000 square feet gross area)
(Includes all building service employees that, by training and experience, possess a certain amount of
mechanical or technical skill and devote more than fifty (50) percent of their working time in a building to work
involving such skills.)

Effective Period: 7/1/2019 - 1/12/2020

Wage Rate per Hour: $29.07
Supplemental Benefit Rate per Hour: $12.89
Supplemental Note: for new hire 0-3 months of employment - $0.00

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $29.77
Supplemental Benefit Rate per Hour: $13.33
Supplemental Note: for new hire 0-3 months of employment - $0.00

Office Building Class "A" Foreperson, Starter (Over 280,000 square feet gross
area)
Effective Period: 7/1/2019 - 1/12/2020
Wage Rate per Hour: $28.96
Supplemental Benefit Rate per Hour: $12.89
Supplemental Note: for new hire 0-3 months of employment - $0.00

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $29.66
Supplemental Benefit Rate per Hour: $13.33
Supplemental Note: for new hire 0-3 months of employment - $0.00

Office Building Class "A" Cleaner/Porter, Elevator Operator, Exterminator, Fire

Safety Director (Over 280,000 square feet gross area)
Effective Period: 7/1/2019 - 1/12/2020
Wage Rate per Hour: $26.60
Supplemental Benefit Rate per Hour: $12.89
Supplemental Note: for new hire 0-3 months of employment - $0.00; for new hire 4-12 months of employment -
$9.69; for new hire 13-24 months of employment - $12.56

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $27.25
Supplemental Benefit Rate per Hour: $13.33
Supplemental Note: for new hire 0-3 months of employment - $0.00; for new hire 4-12 months of employment -
$10.03; for new hire 13-24 months of employment - $13.00

NEW HIRE: Cleaner/Porter, Elevator Operator, Exterminator, Fire Safety Director may be paid 75% of the wage
rate above for the first 21 months of employment, 85% of the wage rate above for the 22nd through 42nd months
of employment, and upon the completion of 42 months of employment employee shall be paid the full wage rate.

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 7 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

Office Building Class "B" Handyperson (Over 120,000 and less than 280,000
square feet gross area)
(Includes all building service employees that, by training and experience, possess a certain amount of
mechanical or technical skill and devote more than fifty (50) percent of their working time in a building to work
involving such skills.)

Effective Period: 7/1/2019 - 1/12/2020

Wage Rate per Hour: $29.04
Supplemental Benefit Rate per Hour: $12.89
Supplemental Note: for new hire 0-3 months of employment - $0.00

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $29.74
Supplemental Benefit Rate per Hour: $13.33
Supplemental Note: for new hire 0-3 months of employment - $0.00

Office Building Class "B" Foreperson, Starter (Over 120,000 and less than
280,000 square feet gross area)
Effective Period: 7/1/2019 - 1/12/2020
Wage Rate per Hour: $28.93
Supplemental Benefit Rate per Hour: $12.89
Supplemental Note: for new hire 0-3 months of employment - $0.00

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $29.63
Supplemental Benefit Rate per Hour: $13.33
Supplemental Note: for new hire 0-3 months of employment - $0.00

Office Building Class "B" Cleaner/Porter, Elevator Operator, Exterminator, Fire

Safety Director (Over 120,000 and less than 280,000 square feet gross area)
Effective Period: 7/1/2019 - 1/12/2020
Wage Rate per Hour: $26.57
Supplemental Benefit Rate per Hour: $12.89
Supplemental Note: for new hire 0-3 months of employment - $0.00; for new hire 4-12 months of employment -
$9.69; for new hire 13-24 months of employment - $12.56

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $27.22
Supplemental Benefit Rate per Hour: $13.33
Supplemental Note: for new hire 0-3 months of employment - $0.00; for new hire 4-12 months of employment -
$10.03; for new hire 13-24 months of employment - $13.00

NEW HIRE: Cleaner/Porter, Elevator Operator, Exterminator, Fire Safety Director may be paid 75% of the wage
rate above for the first 21 months of employment, 85% of the wage rate above for the 22nd through 42nd months
of employment, and upon the completion of 42 months of employment employee shall be paid the full wage rate.

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 8 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

Office Building Class "C" Handyperson (Less than 120,000 square feet gross
area)
(Includes all building service employees that, by training and experience, possess a certain amount of
mechanical or technical skill and devote more than fifty (50) percent of their working time in a building to work
involving such skills.)

Effective Period: 7/1/2019 - 1/12/2020

Wage Rate per Hour: $29.00
Supplemental Benefit Rate per Hour: $12.89
Supplemental Note: for new hire 0-3 months of employment - $0.00

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $29.70
Supplemental Benefit Rate per Hour: $13.33
Supplemental Note: for new hire 0-3 months of employment - $0.00

Office Building Class "C" Foreperson, Starter (Less than 120,000 square feet
gross area)
Effective Period: 7/1/2019 - 1/12/2020
Wage Rate per Hour: $28.89
Supplemental Benefit Rate per Hour: $12.89
Supplemental Note: for new hire 0-3 months of employment - $0.00

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $29.59
Supplemental Benefit Rate per Hour: $13.33
Supplemental Note: for new hire 0-3 months of employment - $0.00

Office Building Class "C" Cleaner/Porter, Elevator Operator, Exterminator, Fire

Safety Director (Less than 120,000 square feet gross area)
Effective Period: 7/1/2019 - 1/12/2020
Wage Rate per Hour: $26.52
Supplemental Benefit Rate per Hour: $12.89
Supplemental Note: for new hire 0-3 months of employment - $0.00; for new hire 4-12 months of employment -
$9.69; for new hire 13-24 months of employment - $12.56

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $27.17
Supplemental Benefit Rate per Hour: $13.33
Supplemental Note: for new hire 0-3 months of employment - $0.00; for new hire 4-12 months of employment -
$10.03; for new hire 13-24 months of employment - $13.00

NEW HIRE: Cleaner/Porter, Elevator Operator, Exterminator, Fire Safety Director may be paid 75% of the wage
rate above for the first 21 months of employment, 85% of the wage rate above for the 22nd through 42nd months
of employment, and upon the completion of 42 months of employment employee shall be paid the full wage rate.

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 9 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

For all BUILDING CLEANER AND MAINTAINER (OFFICE) titles:

New Hire: Shall be defined as an employee who has not worked any hours during the previous six-month period.
Vacation Relief Employee: Employees hired to replace vacationing employees only, may be paid 60% of wage
and no benefits for up to 5 months.

Months of Employment: Shall be defined as an Employee's total length of service with the Employer or at the
Facility, whichever is greater.

The paid holidays, vacation and sick leave listed below must be paid or provided in addition to the hourly
supplemental benefit rate.

Overtime Description
Supplemental Benefits shall be paid for each hour paid, up to forty (40) paid hours per week.

Overtime
Time and one half the regular rate after an 8 hour day.
Time and one half the regular rate for Saturday.
Time and one half the regular rate for Sunday.
Time and one half the regular rate for work on a holiday plus the day's pay.
Time and one half the regular hourly rate after 40 straight time hours in any work week.

Paid Holidays
New Year's Day
President's Day
Good Friday
Memorial Day
Independence Day
Labor Day
Columbus Day
Thanksgiving Day
Day after Thanksgiving
Christmas Day

Vacation
Less than 6 months of work.....no vacation
6 months of work.......................three (3) days
1 year of work.............................ten (10) days
5 years of work...........................fifteen (15) days
15 years of work.........................twenty (20) days
21 years of work.........................twenty-one (21) days
22 years of work.........................twenty-two (22) days
23 years of work.........................twenty-three (23) days
24 years of work.........................twenty-four (24) days
25 years or more of work..........twenty-five (25) days
Plus two Personal Days per year.

Sick Leave:
10 sick days per year.
Unused sick leave paid in the succeeding January, one full day pay for each unused sick day.

(Local #32 B/J)

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 10 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

BUILDING CLEANER AND MAINTAINER (RESIDENTIAL)

Residential Building Handyperson
(Includes all building service employees that, by training and experience, possess a certain amount of
mechanical or technical skill and devote more than fifty (50) percent of their working time in a building to work
involving such skills.)

Effective Period: 7/1/2019 - 1/12/2020

Wage Rate per Hour: $27.43
Supplemental Benefit Rate per Hour: $12.81
Supplemental Note: for new hire 0-3 months of employment - $0.00

Effective Period: 1/13/2020 - 4/20/2020

Wage Rate per Hour: $27.43
Supplemental Benefit Rate per Hour: $13.25
Supplemental Note: for new hire 0-3 months of employment - $0.00

Effective Period: 4/21/2020 - 6/30/2020

Wage Rate per Hour: $28.23
Supplemental Benefit Rate per Hour: $13.25
Supplemental Note: for new hire 0-3 months of employment - $0.00

Residential Building Cleaner/Porter, Doorperson, Elevator Operator

(Includes all building service employees that keep buildings in clean and orderly condition, provide services to
assist tenants such as with elevators, mail, keys and opening doors, and screen and announce visitors.)

Effective Period: 7/1/2019 - 1/12/2020

Wage Rate per Hour: $24.90
Supplemental Benefit Rate per Hour: $12.81
Supplemental Note: for new hire 0-3 months of employment - $0.00; for new hire 4-12 months of employment -
$9.69; for new hire 13-24 months of employment - $12.56

Effective Period: 1/13/2020 - 4/20/2020

Wage Rate per Hour: $24.90
Supplemental Benefit Rate per Hour: $13.25
Supplemental Note: for new hire 0-3 months of employment - $0.00; for new hire 4-12 months of employment -
$10.03; for new hire 13-24 months of employment - $13.00

Effective Period: 4/21/2020 - 6/30/2020

Wage Rate per Hour: $25.65
Supplemental Benefit Rate per Hour: $13.25
Supplemental Note: for new hire 0-3 months of employment - $0.00; for new hire 4-12 months of employment -
$10.03; for new hire 13-24 months of employment - $13.00

NEW HIRE - Cleaner/Porter, Doorperson, Elevator Operator: 0-21 months may be paid 75% of the hourly wage
rate published above, 22-42 months may be paid 85% of the hourly wage rate published above. Upon completion

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 11 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

of 42 months of employment, the new hire shall be paid the full wage rate. Upon completion of two years of
employment the new hire receives the full supplemental benefit rate.

For all BUILDING CLEANER AND MAINTAINER (RESIDENTIAL) titles:

New Hire: Shall be defined as an employee who has not worked any hours during the previous six-month period.
Vacation Relief Employee: Employees hired to replace vacationing employees only, may be paid 60% of wage
and no benefits for up to 5 months.

Months of Employment: Shall be defined as an Employee's total length of service with the Employer or at the
Facility, whichever is greater.

The paid holidays, vacation and sick leave listed below must be paid or provided in addition to the hourly
supplemental benefit rate.

Overtime Description
Supplemental Benefits shall be paid for each hour paid, up to forty (40) paid hours per week.

Overtime
Time and one half the regular rate after an 8 hour day.
Time and one half the regular rate for work on a holiday plus the day's pay.
Time and one half the regular hourly rate after 40 straight time hours in any work week.

Paid Holidays
New Year's Day
Martin Luther King Jr. Day
President's Day
Memorial Day
Independence Day
Labor Day
Columbus Day
Election Day
Thanksgiving Day
Christmas Day

Vacation
6 months...................................three (3) days
1 year........................................ten (10) days
5 years.......................................fifteen (15) days
15 years.....................................twenty (20) days
21 years.....................................twenty-one (21) days
22 years.....................................twenty-two (22) days
23 years.....................................twenty-three (23) days
24 years.....................................twenty-four (24) days
25 years.....................................twenty-five (25) days
Plus two Personal Days per year.

SICK LEAVE
After 1 year of service................ten (10) days per year

(Local #32 B/J)

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 12 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

BUILDING HVAC SERVICES OPERATOR

Engineer (Refrigeration)
Effective Period: 7/1/2019 - 12/31/2019
Wage Rate per Hour: $42.57
Supplemental Benefit Rate per Hour: $19.54

Effective Period: 1/1/2020 - 6/30/2020

Wage Rate per Hour: $43.85
Supplemental Benefit Rate per Hour: $20.55

NEW HIRE - Engineer (Refrigeration): for the first two years of employment may be paid a starting rate of 90% of
the hourly wage rate published above.

Fireperson
Fireperson (Helper): Assist the Engineer

Effective Period: 7/1/2019 - 12/31/2019

Wage Rate per Hour: $33.16
Supplemental Benefit Rate per Hour: $19.10

Effective Period: 1/1/2020 - 6/30/2020

Wage Rate per Hour: $34.15
Supplemental Benefit Rate per Hour: $20.10

Please note that the NYC Comptroller’s Office does not publish rates for the Stationary Engineer title.

For all BUILDING HVAC SERVICES OPERATOR titles:

Supplemental Benefits shall be paid for each hour paid (excluding paid sick days).

Months of employment shall be defined as an Employee's length of service with the Employer or at the Facility,
whichever is greater.

The paid holidays and vacation leave listed below must be paid or provided in addition to the hourly
supplemental benefit rate.

Overtime Description
All hours worked on a holiday shall be paid at two and one half times the regular wage rate in lieu of the paid day
off.

Overtime
Time and one half the regular rate after an 8 hour day.
Time and one half the regular rate for Saturday.
Time and one half the regular rate for Sunday.

Paid Holidays
New Year's Day

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 13 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day
Plus six (6) floating Holidays

Vacation
6 months ......................................................... three (3) days
1 year ............................................................... ten (10) days
5 years ............................................................. fifteen (15) days
15 years ........................................................... twenty (20) days
21 years............................................................ twenty-one (21) days
22 years ........................................................... twenty-two (22) days
23 years ........................................................... twenty-three (23) days
24 years ............................................................ twenty-four (24) days
25 years ........................................................... twenty-five (25) days

(Local #94)

CLEANER (PARKING GARAGE)

Garage Cleaner
Effective Period: 7/1/2019 - 12/30/2019
For Large Employers (11 or more employees)
Wage Rate per Hour: $15.00
Supplemental Benefit Rate per Hour: $0.68

For Small Employers (10 or less employees)

Wage Rate per Hour: $13.50
Supplemental Benefit Rate per Hour: $2.18

Effective Period: 12/31/2019 - 6/30/2020

Wage Rate per Hour: $15.00
Supplemental Benefit Rate per Hour: $0.68

Overtime
Time and one half the regular rate after an 8 hour day.
Time and one half the regular hourly rate after 40 straight time hours in any work week.

(Based on data from NYS Department of Labor Occupational Employment Statistics and US Department of Labor
Bureau of Labor Statistics and Minimum Wage Law)

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 14 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

FUEL OIL
Fuel Oil, Coal, Fuel Gas, Petroleum Product Chauffeur (5th Year and above)
Effective Period: 7/1/2019 - 1/12/2020
Wage Rate per Hour: $34.96
Supplemental Benefit Rate per Hour: $23.64

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $35.96
Supplemental Benefit Rate per Hour: $24.42

Fuel Oil, Coal, Fuel Gas, Petroleum Product Chauffeur (4th Year)
Effective Period: 7/1/2019 - 1/12/2020
Wage Rate per Hour: $32.35
Supplemental Benefit Rate per Hour: $23.64

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $33.35
Supplemental Benefit Rate per Hour: $24.42

Fuel Oil, Coal, Fuel Gas, Petroleum Product Chauffeur (3rd Year)
Effective Period: 7/1/2019 - 1/12/2020
Wage Rate per Hour: $30.35
Supplemental Benefit Rate per Hour: $23.64

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $31.35
Supplemental Benefit Rate per Hour: $24.42

Fuel Oil, Coal, Fuel Gas, Petroleum Product Chauffeur (2nd Year)
Effective Period: 7/1/2019 - 1/12/2020
Wage Rate per Hour: $28.35
Supplemental Benefit Rate per Hour: $23.64

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $29.35
Supplemental Benefit Rate per Hour: $24.42

Fuel Oil, Coal, Fuel Gas, Petroleum Product Chauffeur (1st Year)
Effective Period: 7/1/2019 - 1/12/2020
Wage Rate per Hour: $26.35
Supplemental Benefit Rate per Hour: $23.64

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 15 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $27.35
Supplemental Benefit Rate per Hour: $24.42

For all FUEL OIL titles:

The paid holidays, vacation and sick leave listed below must be paid or provided in addition to the hourly
supplemental benefit rate.

Overtime
Time and one half the regular rate after an 8 hour day.
Time and one half the regular rate for Saturday.
Double time the regular rate for Sunday.

Overtime Holidays
Double time the regular rate for work on the following holiday(s).
Martin Luther King Jr. Day
Lincoln's Birthday
Washington's Birthday
Memorial Day
Independence Day
Labor Day
Columbus Day
Election Day
Veteran's Day

Triple time the regular rate for work on the following holiday(s).
New Year's Day
Thanksgiving Day
Christmas Day

Paid Holidays
New Year's Day
Martin Luther King Jr. Day
Lincoln's Birthday
Washington's Birthday
Memorial Day
Independence Day
Labor Day
Columbus Day
Election Day
Veteran's Day
Thanksgiving Day
Christmas Day

Vacation
Less than 75 days worked.................................................................................no vacation.
75 days worked, but less than 110 days worked in a calendar year.............five (5) days the following year.
110 days or more worked in a calendar year...................................................ten (10) days the following year.

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 16 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

SICK LEAVE:
1 day sick leave earned for each 40 days worked in the preceding calendar year for a maximum of five (5) days
per calendar year.

(Local #553)

LANDSCAPING AND GROUNDSKEEPING WORKER

Landscaper / Groundskeeper
Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $19.57
Supplemental Benefit Rate per Hour: $2.18

Overtime
Time and one half the regular rate after an 8 hour day.
Time and one half the regular hourly rate after 40 straight time hours in any work week.

(Based on data from NYS Department of Labor Occupational Employment Statistics and US Department of Labor
Bureau of Labor Statistics)

LOCKSMITH
Locksmith
Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $30.44
Supplemental Benefit Rate per Hour: $6.35

Overtime
Time and one half the regular rate after an 8 hour day.
Time and one half the regular hourly rate after 40 straight time hours in any work week.

(Based on data from NYS Department of Labor Occupational Employment Statistics and US Department of Labor
Bureau of Labor Statistics)

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 17 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

MAINTENANCE WORKER, MACHINERY

Mechanic
Performs routine machinery maintenance and minor repairs.

Effective Period: 7/1/2019 - 6/30/2020

Wage Rate per Hour: $34.08
Supplemental Benefit Rate per Hour: $6.35

Mechanic Helper
Lubricates machinery, cleans and changes parts, assists Mechanics.

Effective Period: 7/1/2019 - 6/30/2020

Wage Rate per Hour: $20.72
Supplemental Benefit Rate per Hour: $6.35

Overtime
Time and one half the regular rate after an 8 hour day.
Time and one half the regular hourly rate after 40 straight time hours in any work week.

(Based on data from NYS Department of Labor Occupational Employment Statistics and US Department of Labor
Bureau of Labor Statistics)

MEDICAL WASTE REMOVAL

Driver
Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $23.02
Supplemental Benefit Rate per Hour: $12.53

Helper
Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $19.27
Supplemental Benefit Rate per Hour: $12.53

Tractor Trailer Driver

Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $25.52
Supplemental Benefit Rate per Hour: $12.53

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 18 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

Overtime Description
Time and one half the regular hourly rate after an 8 hour day or after 40 straight time hours in any work week.
The seventh day of work in a workweek is paid at double time the regular hourly rate. Time and one half the
regular hourly rate for work on a holiday plus days pay for below paid holidays.

For all MEDICAL WASTE REMOVAL titles:

The paid holidays and vacation leave listed below must be paid or provided in addition to the hourly
supplemental benefit rate.

Paid Holidays
President's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day

Vacation
1 year of service but less than five years............................ten (10) days
5 years of service but less than ten years...........................fifteen (15) days
10 years of service.................................................................sixteen (16) days
11 years...................................................................................seventeen (17) days
12 years...................................................................................eighteen (18) days
13 years...................................................................................nineteen (19) days
14 years...................................................................................twenty (20) days
20 years...................................................................................twenty-one (21) days
21 years...................................................................................twenty-two (22) days
22 years...................................................................................twenty-three (23) days
23 years...................................................................................twenty-four (24) days
24 years...................................................................................twenty-five (25) days
Plus 2 Personal Days

(Local #813)

MOVER - OFFICE FURNITURE AND EQUIPMENT

Heavy and Tractor Trailer Truck Driver
Tractor-trailer combination or a truck with a capacity of at least 26,000 pounds Gross Vehicle Weight (GVW)

Effective Period: 7/1/2019 - 6/30/2020

Wage Rate per Hour: $28.03
Supplemental Benefit Rate per Hour: $5.60

Light Truck Driver

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 19 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

Effective Period: 7/1/2019 - 6/30/2020

Wage Rate per Hour: $20.03
Supplemental Benefit Rate per Hour: $5.60

Laborer and Freight, Stock, and Material Mover, Hand

Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $18.03
Supplemental Benefit Rate per Hour: $5.60

Packer and Packager, Hand

Packs, wraps and labels office furniture and equipment and loads it onto dollies and into elevators.

Effective Period: 7/1/2019 - 12/30/2019

For Large Employers (11 or more employees)
Wage Rate per Hour: $15.00
Supplemental Benefit Rate per Hour: $4.73

For Small Employers (10 or less employees)

Wage Rate per Hour: $14.13
Supplemental Benefit Rate per Hour: $5.60

Effective Period: 12/31/2019 - 6/30/2020

Wage Rate per Hour: $15.00
Supplemental Benefit Rate per Hour: $4.73

Overtime
Time and one half the regular rate after an 8 hour day.
Time and one half the regular hourly rate after 40 straight time hours in any work week.

(Based on data from NYS Department of Labor Occupational Employment Statistics and US Department of Labor
Bureau of Labor Statistics and Minimum Wage Law)

REFUSE REMOVER
Refuse Remover
Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $30.34
Supplemental Benefit Rate per Hour: $5.60

Overtime
Time and one half the regular rate after an 8 hour day.
Time and one half the regular hourly rate after 40 straight time hours in any work week.

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 20 of 25

FINAL VERSION. Thursday, April 30, 2020

DocuSign Envelope ID: 847B4EC6-B821-41AF-B94A-41E5AAD13A5F

OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

(Based on data from NYS Department of Labor Occupational Employment Statistics and US Department of Labor
Bureau of Labor Statistics)

SECURITY GUARD (ARMED)

Security Guard (Armed)
Effective Period: 7/1/2019 - 1/12/2020
Wage Rate per Hour: $29.50
Supplemental Benefit Rate per Hour: $6.14
Supplemental Note: for new employee 0-120 days of employment - $5.59; for new employee 121 days - 2 years of
employment - $5.70

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $29.50
Supplemental Benefit Rate per Hour: $6.49
Supplemental Note: for new employee 0-120 days of employment - $5.94; for new employee 121 days - 2 years of
employment - $6.05

Overtime Description
If President's Day is not observed, then the employer may substitute another holiday not listed below. If an
employer observes a holiday not listed they may substitute said holiday with one on the list.
A guard is eligible for Paid Holidays after one year of continuous employment.
A guard who works a holiday is paid the regular rate plus receives the paid holiday.

For all Security Guard (Armed) titles:

Supplemental Benefits shall be paid for each hour paid, up to forty (40) paid hours per week.

Months of employment shall be defined as an Employee's length of service with the Employer or at the Facility,
whichever is greater.

The paid holidays, vacation and sick leave listed below must be paid or provided in addition to the hourly
supplemental benefit rate.

Overtime
Time and one half the regular rate after an 8 hour day.
Time and one half the regular hourly rate after 40 straight time hours in any work week.

Paid Holidays
New Year's Day
Martin Luther King Jr. Day
President's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 21 of 25

FINAL VERSION. Thursday, April 30, 2020

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OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

Personal Day

Vacation
Months on payroll Vacation with Pay
6 3 days
12 1 week
24 2 weeks
60 3 weeks
180 4 weeks
300 5 weeks

Sick Leave
0 - 120 days of employment, employees will accumulate one (1) hour for every thirty (30) hours worked
121 days - 36 months of employment, employees will receive five (5) paid sick days
36 months or more of employment, employees will receive six (6) paid sick days

(Local #32B/J)

SECURITY GUARD (UNARMED)

(Security Guards in residential buildings are limited to monitoring and patrolling
the interior and exterior of the building premises for the purpose of protecting
the safety and property of the building, its residents, visitors and employees.)

Security Guard (Unarmed) 0 - 36 months - (Hired on or after 1/1/2016)

Effective Period: 7/1/2019 - 1/12/2020
Wage Rate per Hour: $15.50
Supplemental Benefit Rate per Hour: $6.14
Supplemental Note: for new employee 0-120 days of employment - $5.59, for new employee 121 days – 2 years of
employment - $5.70

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $15.50
Supplemental Benefit Rate per Hour: $6.49
Supplemental Note: for new employee 0-120 days of employment - $5.94, for new employee 121 days – 2 years of
employment - $6.05

Security Guard (Unarmed)

(Includes Security Guard (Unarmed) 31 months or more - Hired before 1/1/2016 and Security Guard (Unarmed)
over 36 months – Hired on or after 1/1/2016.)

Effective Period: 7/1/2019 - 1/12/2020

Wage Rate per Hour: $18.00
Supplemental Benefit Rate per Hour: $6.14

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 22 of 25

FINAL VERSION. Thursday, April 30, 2020

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OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

Effective Period: 1/13/2020 - 6/30/2020

Wage Rate per Hour: $18.00
Supplemental Benefit Rate per Hour: $6.49

Overtime Description
If President's Day is not observed, then the employer may substitute another holiday not listed below. If an
employer observes a holiday not listed they may substitute said holiday with one on the list.
A guard is eligible for Paid Holidays after one year of continuous employment.
A guard who works a holiday is paid the regular rate plus receives the paid holiday.

For all Security Guard (Unarmed) titles:

Supplemental Benefits shall be paid for each hour paid, up to forty (40) paid hours per week.

Months of employment shall be defined as an Employee's length of service with the Employer or at the Facility,
whichever is greater.

The paid holidays, vacation and sick leave listed below must be paid or provided in addition to the hourly
supplemental benefit rate.

Overtime
Time and one half the regular rate after an 8 hour day.
Time and one half the regular hourly rate after 40 straight time hours in any work week.

Paid Holidays
New Year's Day
Martin Luther King Jr. Day
President's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day
Personal Day

Vacation
Months on payroll Vacation with Pay
6 3 days
12 1 week
24 2 weeks
60 3 weeks
180 4 weeks
300 5 weeks

Sick Leave
0 - 120 days of employment, employees will accumulate one (1) hour for every thirty (30) hours worked
121 days - 36 months of employment, employees will receive five (5) paid sick days
36 months or more of employment, employees will receive six (6) paid sick days

(Local #32B/J)

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 23 of 25

FINAL VERSION. Thursday, April 30, 2020

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OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

WINDOW CLEANER
Window Cleaner
Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $30.07
Supplemental Benefit Rate per Hour: $12.90

Power Operated Scaffolds, Manual Scaffolds, and Boatswain Chairs

Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $32.82
Supplemental Benefit Rate per Hour: $12.90

Window Cleaner Apprentice (0 - 3 months)

Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $22.25
Supplemental Benefit Rate per Hour: None

Window Cleaner Apprentice (4 - 7 months)

Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $24.06
Supplemental Benefit Rate per Hour: $12.90

Window Cleaner Apprentice (8 - 11 months)

Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $25.50
Supplemental Benefit Rate per Hour: $12.90

Window Cleaner Apprentice (12 - 15 months)

Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $26.97
Supplemental Benefit Rate per Hour: $12.90

Window Cleaner Apprentice (16 - 17 months)

Effective Period: 7/1/2019 - 6/30/2020
Wage Rate per Hour: $28.42
Supplemental Benefit Rate per Hour: $12.90

For all WINDOW CLEANER titles:

Months of employment shall be defined as an Employee's length of service with the Employer or at the Facility,
whichever is greater.

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 24 of 25

FINAL VERSION. Thursday, April 30, 2020

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OFFICE OF THE COMPTROLLER, CITY OF NEW YORK

BUILDING SERVICE EMPLOYEE PREVAILING WAGE SCHEDULE

The paid holidays, vacation and sick leave listed below must be paid or provided in addition to the hourly
supplemental benefit rate.

Overtime
Time and one half the regular rate after an 8 hour day.
Time and one half the regular rate for Saturday.
Double time the regular rate for Sunday.
Time and one half the regular rate for work on a holiday plus the day's pay.

Paid Holidays
New Year's Day
Martin Luther King Jr. Day
President's Day
Good Friday
Memorial Day
Independence Day
Labor Day
Columbus Day
Thanksgiving Day
Day after Thanksgiving
Christmas Day
Personal Day

Vacation
After 7 months but less than 1 year of service............................................five (5) days
1 year but less than 5 years of service.........................................................ten (10) days
5 years of service but less than 15 years of service...................................fifteen (15) days
15 years of service but less than 21 years of service.................................twenty (20) days
21 years...........................................................................................................twenty-one (21) days
22 years...........................................................................................................twenty-two (22) days
23 years...........................................................................................................twenty-three (23) days
24 years...........................................................................................................twenty-four (24) days
25 years or more of service...........................................................................twenty-five (25) days
Plus 1 day per year for medical visit

SICK LEAVE:
10 days after one year worked. Unused sick days to be paid in cash.

(Local #32 B/J)

PUBLISH DATE: 1/13/2020 EFFECTIVE PERIOD: JULY 1, 2019 THROUGH JUNE 30, 2020 Page 25 of 25

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ATTACHMENT F

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ATTACHMENT F

THE BUDGET

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BUDGET

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MISCELLANEOUS

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ATTACHMENT G

FINAL VERSION. Thursday, April 30, 2020

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ATTACHMENT G

INITIAL STATEMENT OF KEY PERFORMANCE INDICATORS (“KPIS”)

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Key Performance
Indicators

1. Payroll accuracy as measured by number/% of manual checks required.

2. Timeliness of delivery of post-payroll reports to DOE.
3. Payroll check delivery timeliness to DOE distribution points.
4. Work ticket responsiveness.
5. Workplace safety and training; compliance with federal, state and local laws.
6. Invoicing to DOE timely, complete and accurate.

FINAL VERSION. Thursday, April 30, 2020

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ATTACHMENT H - PAID SICK LEAVE LAW RIDER

FINAL VERSION. Thursday, April 30, 2020

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ATTACHMENT H

PAID SICK LEAVE LAW RIDER

FINAL VERSION. Thursday, April 30, 2020

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PAID SICK LEAVE LAW RIDER

FINAL VERSION. Thursday, April 30, 2020

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PAID SICK LEAVE LAW CONTRACT RIDER

Introduction and General Provisions

The Earned Sick Time Act, also known as the Paid Sick Leave Law (“PSLL”), requires covered
employees who annually perform more than 80 hours of work in New York City to be provided
with paid sick time. 1 Contractors of the City of New York or of other governmental entities may
be required to provide sick time pursuant to the PSLL.

The PSLL became effective on April 1, 2014, and is codified at Title 20, Chapter 8, of the New
York City Administrative Code. It is administered by the City’s Department of Consumer
Affairs (“DCA”); DCA’s rules promulgated under the PSLL are codified at Chapter 7 of Title 6
of the Rules of the City of New York (“Rules”).

Contractor agrees to comply in all respects with the PSLL and the Rules, and as amended, if
applicable, in the performance of this agreement. Contractor further acknowledges that such
compliance is a material term of this agreement and that failure to comply with the PSLL in
performance of this agreement may result in its termination.

Contractor must notify the Agency Chief Contracting Officer of the City agency or other entity
with whom it is contracting in writing within ten (10) days of receipt of a complaint (whether
oral or written) regarding the PSLL involving the performance of this agreement. Additionally,
Contractor must cooperate with DCA’s education efforts and must comply with DCA’s
subpoenas and other document demands as set forth in the PSLL and Rules.

The PSLL is summarized below for the convenience of Contractor. Contractor is advised to
review the PSLL and Rules in their entirety. On the website www.nyc.gov/PaidSickLeave there
are links to the PSLL and the associated Rules as well as additional resources for employers,
such as Frequently Asked Questions, timekeeping tools and model forms, and an event calendar
of upcoming presentations and webinars at which Contractor can get more information about
how to comply with the PSLL. Contractor acknowledges that it is responsible for compliance
with the PSLL notwithstanding any inconsistent language contained herein.

Pursuant to the PSLL and the Rules:

Applicability, Accrual, and Use

An employee who works within the City of New York for more than eighty hours in any
consecutive 12-month period designated by the employer as its “calendar year” pursuant to the
PSLL (“Year”) must be provided sick time. Employers must provide a minimum of one hour of
sick time for every 30 hours worked by an employee and compensation for such sick time must
1
Pursuant to the PSLL, if fewer than five employees work for the same employer, as determined
pursuant to New York City Administrative Code §20-912(g), such employer has the option of
providing such employees uncompensated sick time.

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be provided at the greater of the employee’s regular hourly rate or the minimum wage.
Employers are not required to provide more than forty hours of sick time to an employee in any
Year.

An employee has the right to determine how much sick time he or she will use, provided that
employers may set a reasonable minimum increment for the use of sick time not to exceed four
hours per day. In addition, an employee may carry over up to forty hours of unused sick time to
the following Year, provided that no employer is required to allow the use of more than forty
hours of sick time in a Year or carry over unused paid sick time if the employee is paid for such
unused sick time and the employer provides the employee with at least the legally required
amount of paid sick time for such employee for the immediately subsequent Year on the first day
of such Year.

An employee entitled to sick time pursuant to the PSLL may use sick time for any of the
following:

• such employee’s mental illness, physical illness, injury, or health condition or the care of
such illness, injury, or condition or such employee’s need for medical diagnosis or
preventive medical care;
• such employee’s care of a family member (an employee’s child, spouse, domestic
partner, parent, sibling, grandchild or grandparent, or the child or parent of an
employee’s spouse or domestic partner) who has a mental illness, physical illness, injury
or health condition or who has a need for medical diagnosis or preventive medical care;
• closure of such employee’s place of business by order of a public official due to a public
health emergency; or
• such employee’s need to care for a child whose school or childcare provider has been
closed due to a public health emergency.

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

If an employer chooses to impose any permissible discretionary requirement as a condition of

using sick time, it must provide to all employees a written policy containing those requirements,
using a delivery method that reasonably ensures that employees receive the policy. If such
employer has not provided its written policy, it may not deny sick time to an employee because
of non-compliance with such a policy.

Sick time to which an employee is entitled must be paid no later than the payday for the next
regular payroll period beginning after the sick time was used.

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Exemptions and Exceptions

Notwithstanding the above, the PSLL does not apply to any of the following:

• an independent contractor who does not meet the definition of employee under section
190(2) of the New York State Labor Law;
• an employee covered by a valid collective bargaining agreement in effect on April 1,
2014 until the termination of such agreement;
• an employee in the construction or grocery industry covered by a valid collective
bargaining agreement if the provisions of the PSLL are expressly waived in such
collective bargaining agreement;
• an employee covered by another valid collective bargaining agreement if such provisions
are expressly waived in such agreement and such agreement provides a benefit
comparable to that provided by the PSLL for such employee;
• an audiologist, occupational therapist, physical therapist, or speech language pathologist
who is licensed by the New York State Department of Education and who calls in for
work assignments at will, determines his or her own schedule, has the ability to reject or
accept any assignment referred to him or her, and is paid an average hourly wage that is
at least four times the federal minimum wage;
• an employee in a work study program under Section 2753 of Chapter 42 of the United
States Code;
• an employee whose work is compensated by a qualified scholarship program as that term
is defined in the Internal Revenue Code, Section 117 of Chapter 20 of the United States
Code; or
• a participant in a Work Experience Program (WEP) under section 336-c of the New
York State Social Services Law.

Retaliation Prohibited

An employer may not threaten or engage in retaliation against an employee for exercising or
attempting in good faith to exercise any right provided by the PSLL. In addition, an employer
may not interfere with any investigation, proceeding, or hearing pursuant to the PSLL.

Notice of Rights

An employer must provide its employees with written notice of their rights pursuant to the PSLL.
Such notice must be in English and the primary language spoken by an employee, provided that
DCA has made available a translation into such language. Downloadable notices are available
on DCA’s website at http://www.nyc.gov/html/dca/html/law/PaidSickLeave.shtml.

Any person or entity that willfully violates these notice requirements is subject to a civil penalty
in an amount not to exceed fifty dollars for each employee who was not given appropriate notice.

Records

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An employer must retain records documenting its compliance with the PSLL for a period of at
least three years, and must allow DCA to access such records in furtherance of an investigation
related to an alleged violation of the PSLL.

Enforcement and Penalties

Upon receiving a complaint alleging a violation of the PSLL, DCA has the right to investigate
such complaint and attempt to resolve it through mediation. Within 30 days of written
notification of a complaint by DCA, or sooner in certain circumstances, the employer must
provide DCA with a written response and such other information as DCA may request. If DCA
believes that a violation of the PSLL has occurred, it has the right to issue a notice of violation to
the employer.

DCA has the power to grant an employee or former employee all appropriate relief as set forth in
New York City Administrative Code 20-924(d). Such relief may include, among other remedies,
treble damages for the wages that should have been paid, damages for unlawful retaliation, and
damages and reinstatement for unlawful discharge. In addition, DCA may impose on an
employer found to have violated the PSLL civil penalties not to exceed $500 for a first violation,
$750 for a second violation within two years of the first violation, and $1,000 for each
succeeding violation within two years of the previous violation.

More Generous Polices and Other Legal Requirements

Nothing in the PSLL is intended to discourage, prohibit, diminish, or impair the adoption or
retention of a more generous sick time policy, or the obligation of an employer to comply with
any contract, collective bargaining agreement, employment benefit plan or other agreement
providing more generous sick time. The PSLL provides minimum requirements pertaining to
sick time and does not preempt, limit or otherwise affect the applicability of any other law,
regulation, rule, requirement, policy or standard that provides for greater accrual or use by
employees of sick leave or time, whether paid or unpaid, or that extends other protections to
employees. The PSLL may not be construed as creating or imposing any requirement in conflict
with any federal or state law, rule or regulation.

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ATTACHMENT I

WHISTLEBLOWER PROTECTION ACT POSTER

FINAL VERSION. Thursday, April 30, 2020

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WHISTLEBLOWER PROTECTION ACT POSTER

FINAL VERSION. Thursday, April 30, 2020

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WHISTLEBLOWER PROTECTION EXPANSION ACT POSTER

FINAL VERSION. Thursday, April 30, 2020

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REPORTING INFORMATION TO THE

NEW YORK CITY DEPARTMENT OF
INVESTIGATION
If you have information of any corrupt or fraudulent activities or unethical conduct relating to a
New York City funded project or contract, contact:

Department of Investigation (DOI) Complaint Bureau

212-825-5959
or by mail or in person at:
DEPARTMENT OF INVESTIGATION
80 MAIDEN LANE, 17th FLOOR
NEW YORK, NEW YORK 10038
Attention: COMPLAINT BUREAU

or file a complaint on-line at:

www.nyc.gov/doi

All communications are confidential.

THE LAW PROTECTS EMPLOYEES OF CITY CONTRACTORS WHO REPORT

CORRUPTION
 Any employee of a contractor or subcontractor that has a contract with the City or a City
contractor of more than $100,000 is protected under the law from retaliation by his or her
employer if the employee reports wrongdoing related to the contract to the DOI.
 To be protected by this law, an employee must report information about fraud, false claims,
corruption, criminality, conflict of interest, gross mismanagement, or abuse of authority
relating to a City contract over $100,000 to DOI or to certain other government officials all of
whom must forward the report to DOI.
 Any employee who has made such a report and who believes he or she has been dismissed,
demoted, suspended, or otherwise subject to an adverse personnel action because of that report
is entitled to bring a lawsuit against the contractor and recover damages.

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MISCELLANEOUS

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EXHIBIT 1

SAMPLE CERTIFICATE OF INSURANCE BROKER OR AGENT FORM

FINAL VERSION. Thursday, April 30, 2020

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CERTIFICATES OF INSURANCE

Instructions to The New York City Board of Education

All certificates of insurance (except certificates of insurance solely evidencing

Workers’ Compensation Insurance, Employer’s Liability Insurance, and/or
Disability Benefits Insurance) must be accompanied by one of the following:

(1) the Certification by Insurance Broker or Agent on the following page

setting forth the required information and signatures;

-- OR --

(2) copies of all policies as certified by an authorized representative of the

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

FINAL VERSION. Thursday, April 30, 2020

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NEW YORK CITY BOARD OF EDUCATION

CERTIFICATION BY INSURANCE BROKER OR AGENT

The undersigned insurance broker or agent represents to the New York City Board of
Education and the City of New York that the attached Certificate of Insurance is accurate in all
material respects.

_____________________________________________________
[Name of broker or agent (typewritten)]

_____________________________________________________
[Address of broker or agent (typewritten)]

_____________________________________________________
[Email address of broker or agent (typewritten)]

_____________________________________________________
[Phone number/Fax number of broker or agent (typewritten)]

_____________________________________________________
[Signature of authorized official, broker, or agent]

_____________________________________________________
[Name and title of authorized official, broker, or agent (typewritten)]

State of ……………………….)
) ss.:
County of …………………….)

Sworn to before me this _____ day of ___________ 20___

_______________________________________________________
NOTARY PUBLIC FOR THE STATE OF ____________________

FINAL VERSION. Thursday, April 30, 2020

 CERTIFICATE OF INSURANCE COVERAGE
DISABILITY AND PAID FAMILY LEAVE BENEFITS LAW

PART 1. To be completed by Disability and Paid Family Leave Benefits Carrier or Licensed Insurance Agent of that Carrier
1a. Legal Name & Address of Insured (use street address only) 1b. Business Telephone Number of Insured
NYC SCHOOL SUPPORT SERVICES INC NFP (347) 379-4588
321 WEST 44TH STREET SUITE 601
NEW YORK, NY 10036-5401

1c. Federal Employer Identification Number of Insured or Social Security

Work Location of Insured (Only required if coverage is specifically limited to Number
certain locations in New York State, i.e., a Wrap-Up Policy)
POL 87(2)(d)

2. Name and Address of Entity Requesting Proof of Coverage 3a. Name of Insurance Carrier
(Entity Being Listed as the Certificate Holder)
New York State Insurance Fund (NYSIF)
NYC BOARD OF EDUCATION OF THE
CITY SCHOOL DISTRICT OF NYC 3b. Policy Number of Entity Listed in Box "1a"
52 CHAMBERS ST DBL 6793 35 - 1
NEW YORK, NY 10007
3c. Policy effective period

09/08/2019 to 09/08/2020

4. Policy provides the following benefits:

A. Both disability and paid family leave benefits
B. Disability benefits only
C. Paid family leave benefits only
5. Policy covers:
A. All of the employer's employees eligible under the NYS Disability and Paid Family Leave Benefits Law
B. Only the following class or classes of employer's employees:

Under penalty of perjury, I certify that I am an authorized representative or licensed agent of the insurance carrier referenced above and that the named
insured has NYS Disability and/or Paid Family Leave Benefits insurance coverage as described above.

Date Signed 5/15/2020 By

(Signature of insurance carrier's authorized representative or NYS Licensed Insurance Agent of that insurance carrier)

Telephone Number (866) 697-4332 Name and Title Melissa Jensen, Director of Disability Insurance Unit

IMPORTANT: If Box 4A and 5A are checked, and this form is signed by the insurance carrier's authorized representative or NYS
Licensed Insurance Agent of that carrier,this certificate is COMPLETE. Mail it directly to the certificate holder.

If Box 4B, 4C or 5B is checked, this certificate is NOT COMPLETE for purposes of Section 220, Subd. 8 of the NYS
Disability and Paid Family Leave Benefits Law. It must be mailed for completion to the Workers' Compensation Board,
DB Plans Acceptance Unit, PO Box 5200, Binghamton, NY 13902-5200
PART 2. To be completed by the NYS Workers' Compensation Board (Only if Box 4C or 5B of Part 1 has been checked)
State of New York
Workers' Compensation Board
According to information maintained by the NYS Workers' Compensation Board, the above-named employer has complied with the NYS
Disability and Paid Family Leave Benefits Law with respect to all of his/her employees.

Date Signed By
(Signature of Authorized NYS Workers' Compensation Board Employee)

Telephone Number Name and Title

Please Note: Only insurance carriers licensed to write NYS disability and paid family leave benefits insurance policies and NYS licensed insurance agents
of those insurance carriers are authorized to issue Form DB-120.1. Insurance brokers are NOT authorized to issue this form.

DB-120.1 (10-17) Certificate Number 596409

 Additional Instructions for Form DB-120.1
By signing this form, the insurance carrier identified in box "3" on this form is certifying that it is insuring the business
referenced in box "1a" for disability and/or paid family leave benefits under the New York State Disability and Paid Family
Leave Benefits Law. The Insurance Carrier or its licensed agent will send this Certificate of Insurance to the entity listed as
the certificate holder in box "2".

The insurance carrier must notify the above certificate holder and the Worker's Compensation Board within 10 days IF a
policy is cancelled due to nonpayment of premiums or within 30 days IF there are reasons other than nonpayment of
premiums that cancel the policy or eliminate the insured from coverage indicated on this Certificate. (These notices may be
sent by regular mail.) Otherwise, this Certificate is valid for one year after this form is approved by the insurance carrier or its
licensed agent, or until the policy expiration date listed in Box 3c, whichever is earlier.
This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate
does not amend, extend or alter the coverage afforded by the policy listed, nor does it confer any rights or responsibilities
beyond those contained in the referenced policy.

This certificate may be used as evidence of a Disability and/or Paid Family Leave Benefits contract of insurance only while
the underlying policy is in effect.

Please Note: Upon the cancellation of the disability and/or paid family leave benefits policy indicated on this form,
if the business continues to be named on a permit, license or contract issued by a certificate holder, the business
must provide that certificate holder with a new Certificate of NYS Disability and/or Paid Family Leave Benefits
Coverage or other authorized proof that the business is complying with the mandatory coverage requirements of
the New York State Disability and Paid Family Leave Benefits Law.

DISABILITY AND PAID FAMILY LEAVE BENEFITS LAW

§220. Subd. 8
(a) The head of a state or municipal department, board, commission or office authorized or required by law to issue any
permit for or in connection with any work involving the employment of employees in employment as defined in this article, and
not withstanding any general or special statute requiring or authorizing the issue of such permits, shall not issue such permit
unless proof duly subscribed by an insurance carrier is produced in a form satisfactory to the chair, that the payment of
disability benefits and after January first, two thousand and twenty-one, the payment of family leave benefits for all
employees has been secured as provided by this article. Nothing herein, however, shall be construed as creating any liability
on the part of such state or municipal department, board, commission or office to pay any disability benefits to any such
employee if so employed.

(b) The head of a state or municipal department, board, commission or office authorized or required by law to enter into any
contract for or in connection with any work involving the employment of employees in employment as defined in this article
and notwithstanding any general or special statute requiring or authorizing any such contract, shall not enter into any such
contract unless proof duly subscribed by an insurance carrier is produced in a form satisfactory to the chair, that the payment
of disability benefits, and after January first, two thousand eighteen, the payment of family leave benefits for all employees
has been secured as provided by this article.

DB-120.1 (10-17) Reverse

 DATE(MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE 05/04/2020

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

Holder Identifier :
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If
SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this
certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
NAME:
Aon Risk Services Northeast, Inc. PHONE FAX
(A/C. No. Ext): (866) 283-7122 (800) 363-0105
New York NY Office (A/C. No.):
One Liberty Plaza E-MAIL
165 Broadway, Suite 3201 ADDRESS:
New York NY 10006 USA
INSURER(S) AFFORDING COVERAGE NAIC #

INSURED INSURER A: Progressive Casualty Ins Co 24260

NYC School Support Services, Inc. INSURER B: Kinsale Insurance Company 38920
321 West 44th Street Suite 601
New York NY 10036 USA INSURER C: Starstone National Insurance Company 25496
INSURER D:

INSURER E:
INSURER F:

COVERAGES CERTIFICATE NUMBER: 570081641528 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested
INSR ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS
B X COMMERCIAL GENERAL LIABILITY 01000466733 01/18/2020 01/18/2021 EACH OCCURRENCE $1,000,000
DAMAGE TO RENTED
CLAIMS-MADE X OCCUR $100,000
PREMISES (Ea occurrence)
MED EXP (Any one person) Excluded

570081641528
PERSONAL & ADV INJURY Excluded
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000
PRO-
X POLICY LOC PRODUCTS - COMP/OP AGG Excluded
JECT
OTHER:
A 082589431 10/10/2019 10/10/2020 COMBINED SINGLE LIMIT
AUTOMOBILE LIABILITY
(Ea accident)
$2,000,000

Certificate No :
ANY AUTO BODILY INJURY ( Per person)
SCHEDULED BODILY INJURY (Per accident)
OWNED X AUTOS
AUTOS ONLY PROPERTY DAMAGE
HIRED AUTOS NON-OWNED
(Per accident)
ONLY AUTOS ONLY

C X UMBRELLA LIAB X OCCUR 76775D202ALI 02/06/2020 02/06/2021 EACH OCCURRENCE $4,000,000

EXCESS LIAB CLAIMS-MADE AGGREGATE $4,000,000
DED
IRETENTION
WORKERS COMPENSATION AND PER STATUTE OTH-
EMPLOYERS' LIABILITY ER
Y/N
ANY PROPRIETOR / PARTNER / EXECUTIVE E.L. EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? N/A
(Mandatory in NH) E.L. DISEASE-EA EMPLOYEE
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT

77777777 7 7 7 77763616 6555333 7424 67772145764 7661315562515211 7266175724522 1 766 736 22674311 7761611 22513555 755 65 423331741 72351 575231556 7526 11772274512 77727252 2577311 7777777 7 7 7 7
66666666 6 6 6 626 64662 44462 6 2226 6 42222 6222 4242 4 2 6 26 62262 2 622 624226 2 62 2 6262 422 62222 4 42 42 22 622 226 42262 2 6 22226 4 2 262 66646 6224 66444 6666666 6 6 6 6
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
The Board of Education of the City School District of the City of New York and the City of New York, including their respective
officials and employees are included as Additional Insured in accordance with the policy provisions of the General Liability
policy.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE
POLICY PROVISIONS.

Department of Education AUTHORIZED REPRESENTATIVE

Division of Contracts and Purchasing
Kelvyn Rodriguez
65 Court Street, Room 1301
Brooklyn NY 11201 USA

©1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD