260709 Standard Contract & RFP Language.pdf

PROSPECT PARK ALLIANCE

CONTRACT SPECIFICATION BOOK

CONTRACT NO. B073-319M

THE RECONSTRUCTION OF PROSPECT PARK TENNIS HOUSE LOCATED OFF OF WEST DRIVE IN

PROSPECT PARK, BROOKLYN

PROSPECT PARK ALLIANCE

REQUEST FOR PROPOSALS

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REQUEST FOR PROPOSAL

Date:

Contractor Name:

Street Address:

City, State:

Zip Code:

Re: Contract Number: EPF-HPF 73109

TENNIS HOUSE PRESERVATION

Ladies and Gentlemen:

Please find attached our Request for Proposal for the Tennis House Reservation Project located in

Prospect Park, Brooklyn.

Very truly yours, Christian Zimmerman, FASLA

Vice President

Capital & Landscape Management

CZ:

David Yum, RA, AIA

Director of Architecture and Preservation

Design & Construction

REQUEST FOR PROPOSALS

TENNIS HOUSE PRESERVATION LOCATED AT 52 W DRIVE IN PROSPECT PARK

Number: EPF-HPF 73109

Issue Date: xxxx

Proposals are due: xxxx

Prospect Park Alliance (“PPA”) is issuing a Request for Proposals (“RFP”) for construction services. The attached documents are provided for your use in preparing your proposal:

• Bid Book

• Specifications Book

• Construction Plans

Your proposal should reflect all of the requirements of these documents.

Please be advised of the following key points for this project:

• There will only be one (1) contractor selected to complete this project as well as the scope of work described for contract number EPF-HPF 73109.

• The selected contractor will contract directly with, and be paid directly by, PPA

• PPA will contract directly with NYC Parks.

• The selected contractor shall meet all the requirements of NYC Parks included in the

Prospect Park Alliance Contract Book.

• Payments will be made according to the percentage of work completed and accepted by

PPA

• Proposers must be licensed to practice in the State of New York, as required by law.

• Proposers are expected to hold the proposed terms of their proposal for 120 days from the deadline for proposals to be submitted to PPA.

• The selected contractor will be required to comply with NYC Labor Law 220 which requires the payment of prevailing wages.

• There will be no public opening of responses to this RFP.

• MWBE requirements are waived.

• All questions should be submitted by email to David Yum at dyum@prospectpark.org

• Completed Bid Books must be mailed or delivered, by no later than end of day xxxx

David Yum, RA, AIA

Director of Architecture and Preservation

Prospect Park Alliance

95 Prospect Park West

Brooklyn, New York 11215

: 2/23/26

: 3/20/26

3/20/26.

Obligation to Award:

While it is the intention of PPA to solicit, receive, and review the proposals submitted for the project and make award(s) based on these proposals, PPA is not obligated to do so. PPA reserves the right to cancel or modify this RFP at any time without making a contract award and to do so without creating any obligation to the proposers. This solicitation does not in any way commit PPA to reimburse the recipients of this request for any costs associated in the preparation and submission of their proposal or any other presentation. PPA reserves the right to: (i) request any proposer submitting a response to clarify its response or to supply additional material deemed necessary; (ii) reject any or all responses received; (iii) negotiate final scope, cost and schedule with the selected proposer. PPA makes no representations or warranties regarding the accuracy of any information provided within this solicitation and will have no liability or obligation with respect to the site, its conditions or its suitability for any specific use.

PROJECT DESCRIPTION:

TENNIS HOUSE PRESERVATION LOCATED IN PROSPECT PARK, 52 W DRIVE,

BROOKLYN, NY 11215

General Description

The proposed work generally consists of structural repairs and maintenance involving repointing joints, adding dutchman, patching, pins to revive the structure integrity of the façade. Cleaning will take place on various oil and ferrous stains throughout the façade, as well as on the existing mosaic and terrazzo flooring. Existing ADA railings to receive new paint, and in some cases, a new base.

Expected Schedule

Mobilization -- April 20th, 2026

Completion of all work – October 20th, 2026

Scope of Services:

The work involved includes furnishing and installing all of the items found in the Specifications

Book. Work shall be completed by the contractor or approved sub-contractors.

-- May 4th, 2026 -- November 6th, 2026

The Tennis House Preservation

In Prospect Park

Brooklyn, New York

EPF # (EPF-HPF #73109)

CRIS project number

(17PR08699)

PROSPECT PARK ALLIANCE, INC.

STANDARD TERMS AND CONDITIONS OF CONSTRUCTION CONTRACTS

Contents

1. Definitions; Interpretation

2. Contract Formation

3. Specifications, Plans, and Drawings

4. Knowledge of Work Conditions and Requirements

5. Contractor's Performance

6. Building Code

7.

8. Joining New to Existing Work

9. Submittals

10. As Built Drawings

11. PPA's Authority

12. Labor

13. RESERVED

14. Superintendent

15. Quality Assurance/Quality Control

16. Subsurface Conditions

17. Inspection and Tests and Correction of Defects

18. Effect of PPA Approval

19. Subcontracting

20. Title to Materials and Completed Work

21. Price and Payment

22. Partial Payments for Materials in Advance of Incorporation

23. RESERVED

24. Changes (Including Extra Work)

25. Audit

26. Claims

27. Time for Completion

28. Excusable Delay

29. Safeguards in Work

30. Tree Work and Protection

31. Protection of Persons, Work and Property

RESERVED............................................................................................................................ 7Funding

32. Vehicle Spills

33. Maintenance of Site

34. Contractor’s Emergency Telephone Number

35. Warranties

36. Permits, Codes, Laws and Regulations

37. Temporary Services

38. PPA's Performance

39. Liens

40. Bonds

41. Other Contractors

42. Suspension

43. Termination for Convenience

44. Confidentiality

45. Patents, Etc

46. Indemnification

47. Insurance

48. Taxes

49. Amendments

50. Assignment

51. Cancellation for Default

52. Relationship of Parties

53. No Third Party Rights

54. Waiver

55. Set-Off

56. Conflicting Contract Documents

57. Notices

58. Entire Agreement

59. New York Law

60. Waiver of Trial by Jury

61. Submission to Jurisdiction/Choice of Forum

62. Limitation on Time to Sue

32. Vehicle Spills

33. Maintenance of Site

34. Contractor’s Emergency Telephone Number

35. Warranties

36. Permits, Codes, Laws and Regulations

37. Temporary Services

38. PPA's Performance

39. Liens

40. Bonds

41. Other Contractors

42. Suspension

43. Termination for Convenience

44. Confidentiality

45. Patents, Etc

46. Indemnification

47. Insurance

48. Taxes

49. Amendments

50. Assignment

51. Cancellation for Default

52. Relationship of Parties

53. No Third Party Rights

54. Waiver

55. Set-Off

56. Conflicting Contract Documents

57. Notices

58. Entire Agreement

59. New York Law

60. Waiver of Trial by Jury

61. Submission to Jurisdiction/Choice of Forum

62. Limitation on Time to Sue

Appendix A………..…………………………………………………………………………………………………………………………..38

1. Definitions; Interpretation

For the purposes of these Standard Terms and Conditions, the following definitions shall apply:

PPA - Prospect Park Alliance, Inc.

Parks - NYC Department of Parks & Recreation

Contractor - Contractor named on the face of the PPA Purchase Order

Contract - The contract between PPA and Contractor consisting of:

(a) the PPA Purchase Order;

(b) these Standard Terms and Conditions and any Rider hereto; and

(c) any and all plans, schedules, specifications, addenda drawings and other documents, to the extent that they are directly or indirectly incorporated by reference in (a), (b) or (c) above; and

(d) Contractor’s Work Proposal, dated __________________ (the “Work Proposal” and together with the other documents that constitute the Contract, the “Contract

Documents”).

The words "hereof”," hereto" and "hereunder" as used in these Standard Terms and

Conditions all refer to the Contract.

Work - The project(s) contemplated by the Contract and all labor and supervision;

construction materials, equipment, tools and other aids to construction; equipment, materials and structures to be installed; and other things of any nature necessary or proper for the completion of such project(s), whether or not expressly specified herein, including, without limitation, any design services, construction services, or construction management services listed or described in the Contract (and any related designs, drawings, sketches, plans, specifications or other works of authorship).

Subcontractor - Any company or person, other than an employee of Contractor, that furnishes any of the Work on behalf of Contractor.

Standard City Terms - The standard construction terms, rules, and policies of the City of New York.

The phrase “as applicable” (including its derivatives or language of a substantially similar nature) as used herein shall mean that the corresponding language shall apply to the extent (a) such Work is in-scope in the applicable Contract, PPA Purchase Order, Work Proposal or other project document, or (b) the provision should reasonably apply to such Work based on the nature of the applicable project.

2. Contract Formation

Each PPA Purchase Order is expressly conditioned on Contractor’s assent to the terms thereof and to these Standard Terms and Conditions. For clarity, (a) the Work Proposal is not revocable by Contractor, and (b) Contractor represents and warrants that all information in the Work Proposal is true, accurate, complete, and not misleading. If the Work Proposal contains terms additional to or different from those on which bids were invited by PPA which were not expressly accepted in writing by PPA, such additional or different terms are hereby rejected by PPA (and shall not be binding upon PPA). The signing by

Contractor of a copy of the PPA Purchase Order, or Contractor's commencement or continuation of the

Work following its receipt of the PPA Purchase Order, constitutes Contractor's acceptance of the terms of such PPA Purchase Order and of these Standard Terms and Conditions.

3. Specifications, Plans, and Drawings

A. The Work shall be performed in strict accordance with the Work Proposal. No deviation is permitted unless approved in advance in writing by PPA. Any apparatus, material or labor not herein specifically mentioned but necessary to complete the Work, shall be deemed part of the

Contract and shall be furnished and installed by Contractor without extra cost to PPA. The

Contractor shall not commence any operations at the Site (or adjacent thereto) unless and until expressly instructed (in writing, email acceptable) by PPA.

B. PPA may furnish to Contractor any additional plans, policies, safety programs, instructions, drawings, specifications or other documents which it considers necessary or useful to illustrate or explain the Work in further detail, and Contractor shall comply with the requirements of all such documents. The Contractor shall immediately provide PPA with reasonably detailed written notice of any failure of the Contractor to comply with the Contract.

C. As between the parties, all Work shall belong exclusively to PPA, and Contractor hereby assigns to PPA all rights, interest, and title in and to the Work. Contractor will cooperate to effectuate, ensure, and deliver the foregoing, as reasonably requested by PPA.

4. Knowledge of Work Conditions and Requirements

Contractor represents that it has visited and examined the site of the Work (the “Site”) and satisfied itself as to the general and local conditions, particularly those relating to transportation, handling and storage of materials, availability of labor, water, drainage, power, roads, weather, ground and other physical conditions at the Site, and as to all other matters which could affect the Work or the cost thereof. Contractor agrees that its entry into the Contract has not been induced either wholly or in part by any promises, representations or statements on behalf of PPA other than those expressly set forth in the Contract, and that any failure of Contractor to examine the Site, or any other available information, shall be at Contractor’s sole risk. Contractor further represents that the price set forth in the Contract has been determined with due regard by Contractor to all such conditions and requirements affecting the Work, as well as the difficulties and delays incident to work of the nature contemplated hereby, and agrees that no claim for any increase in such price shall be made except as specifically provided in the

Contract. Contractor is conclusively presumed to have full knowledge of any conditions on, about, or above the Site relating to or affecting in any way the performance of the Work. Without limiting the foregoing, Contractor shall promptly notify PPA of any changes in such conditions.

5. Contractor's Performance

A. Contractor shall perform (including but not limited to delivery of) the Work in a professional, timely, and workmanlike manner (and with appropriate and diligent care) in accordance with the Contract and all applicable laws, regulations, specifications, PPA policies, Procurement Policy

Board rules, PPA requirements, standards, and industry best practices. Contractor's performance shall include, except as otherwise specifically stated in the Contract, everything requisite and necessary to complete the Work properly, notwithstanding the fact that not every item involved is specifically mentioned, including but not limited to all materials, labor, tools, equipment, apparatus, water, lighting, power, transportation, superintendence, temporary construction, and all other services and facilities of every nature necessary or appropriate for the execution of the Work on schedule. Details which are not specified in the Contract shall be performed by Contractor at no extra cost if such details are within the general description of the

Work. Contractor shall provide a full-time, on-site representative who shall be deemed to have full authority to act for Contractor. Contractor's representative shall be fluent in English and in the language or languages spoken by the persons performing work for Contractor. The continuance of this individual in that role will be subject to the continuing approval of PPA, and

Contractor will, promptly upon PPA’s request, replace such individual at no additional cost.

B. In addition, Contractor shall perform the Work in accordance with the following:

(a) All equipment, tools, other construction aids and materials utilized by Contractor shall be of high quality and in good working order. Contractor shall submit material safety data sheets

(MSDS) for all chemical and hazardous substances used in the Work. If, in the opinion of PPA, any of Contractor's equipment, supplies, tools, other construction aids or materials are unsafe or inadequate, Contractor shall remove such items from the Site immediately and replace them with safe and adequate substitutes at Contractor's expense. Contractor shall be fully and solely responsible for, and shall safeguard, its equipment, tools, supplies, other construction aids and materials at all times. Contractor shall provide adequate storage for all such items used in connection with the Work.

(b) The use of public roadways and properties for the parking of employee vehicles, construction equipment, receiving and placement shall be in accordance with the applicable laws and ordinances. Access to all underground facilities, as for example through electrical, municipal and telephone company manholes, shall be maintained and allowed during the entire performance of the Work. Without limiting Contractor’s other obligations under the Contract, Contractor will use commercially reasonable and diligent efforts to minimize disruption to the ordinary course use of the Site.

(c) Fire hydrants and stop valves adjacent to the Work shall be kept clear and readily accessible to fire apparatus, and no material or other obstruction shall be placed, parked or stored within fifteen (15) feet of any hydrant or stop valve (or a greater distance if required by local law, rule or regulation). Contractor shall comply fully with all local rules and regulations relative to fire protection, shall keep the structure and premises free from burnable trash and debris, and shall exercise every reasonable precaution against fire. This shall include, but not be limited to, posting a fire watch with appropriate firefighting equipment, during all welding, burning, and other heating operations. Contractor shall assure that the fire watch is informed of the Site fire control procedures and remains posted during breakfast, lunch and dinner periods and until one hour after such heating operations have stopped.

6. Building Code

The Building Code of the City of New York shall be considered a part of these specifications and all provisions of the Code which may apply to the work of the Contract are part of these specifications as if repeated in full herein and shall prevail over any provisions herein which may conflict (to the extent required to resolve such conflict).

8. Joining New to Existing Work

Contractor shall be required to do all of the work necessary to integrate the Work with the existing work and Site. No additional payment will be made for this, but the cost thereof shall be deemed included in the various items of the Contract.

9. Submittals

Submittals by Contractor shall be made as required to PPA for approval or for record as specified and identified, and to ensure compliance with the Contract. Submittals include, but are not limited to:

samples; catalogue cuts; manufacturers' manuals regarding installation, operation and maintenance;

test reports; certificates, warranties and guarantees. All submittals to PPA shall be accompanied by a dated transmittal sheet enumerating the contents of the submittal, and bearing the name, address and telephone number of Contractor, and the name of Contractor's designated representative. Submittals will be furnished when specifically required to assist in installation or when there is any departure from the Work Proposal.

General requirements for submittals:

7. RESERVED

a) All submi�als shall be sent directly to: David Yum, RA, AIA, Director of Architecture and Preservaߒon for Design and Construcߒon, Prospect Park Alliance, 95 Prospect Park West, Brooklyn, New York 11215

7. Funding

This project is in part funded by a grant from the NYS Office of Parks, Recreation and Historic Preservation through Title 9 of the Environmental Protection Act of 1993.

b) Contractor shall fully identify each submittal. Name the applicable project(s), Contractor, each

Sub-Contractor and Supplier; and name of each material and its’ source, finish, specifications section or number and location of its use in the Contract. Contractor shall employ the terminology and numbering system of the specification and/or plans.

c) Contractor shall: fully check and approve each submittal for completeness and conformance with these documents; fully check and approve all material quantities, sizes, details, fabricating dimensions, temporary erection connections or closures, tolerances, and the proper fit or mating with adjacent materials; establish critical dimensions by means of field measurements taken from the Work; arrange for fabrication to suit these dimensions and to fit actual construction conditions; and fully check and approve all information pertaining to fabrication processes and techniques of construction.

d) Contractor shall identify deviations from the Work Proposal drawings and specifications and conspicuously call attention to them by supplying a list of such deviations (hereafter known as the “List of Deviations”).

e) Contractor shall provide installation specifications for the exact assemblies and construction as shown and required by the documents. Contractor shall provide pertinent data establishing the compatibility and performance of their materials under the exact conditions shown and as required by the documents.

f) Equivalent Quality of Materials: Whenever a material, article, or piece of equipment is identified in the Contract Documents by reference to manufacturers’ or vendors’ names, catalogue number or make, said identification is intended to establish a standard. Any material, articles or equipment of other manufacturers and vendors which perform at least equivalently the duties required by the general design may be considered equally acceptable provided that (i) in the opinion of PPA, the material, article or equipment so proposed is of at least equivalent quality, substance and function, and (ii) Contractor shall not provide or install any such proposed material, article or equipment without the prior written approval of PPA.

Special requirements for various types of submittals:

a) Brochures (including catalogue cuts, schedules and manufacturers' installation instructions). The exact item submitted for approval must be clearly identified. When several pages are required to show an assembly, each page and item shall be clearly marked and the brochure shall be indexed for ready reference. Contractor shall furnish brochure submittals in the quantities required as detailed in the specifications for that specific item. If a quantity is not noted elsewhere, then six (6) copies shall be required.

b) Samples. Samples shall reflect characteristics of the materials and finishes specified. Samples of any material to be used in the Work must be furnished, whether samples are required in the specifications or not, upon request by PPA. All samples submitted must have all identifying information as specified above on a securely attached label. Pack samples must arrive in prime condition. Contractor must prepay all shipping charges to the address designated by PPA.

Samples may be retained by PPA unless otherwise specified in writing. Contractor shall furnish samples in the quantities required as detailed in the specifications for that specific item. If a quantity is not noted elsewhere, then at least two (2) samples shall be required.

c) Test Reports (includes design mixes and material tests). Contractor shall provide complete technical reports of laboratory test results, in acceptable form, showing all information necessary to establish the quality of performance of the Work tested; and provide a statement on whether the mixes, tests, etc. conform to the specification requirements. The above requirements shall not restrict or affect ’PA's right to test materials itself. When materials or manufactured products comprise such small quantities that it will not be practical to make physical tests or chemical analyses directly on the products furnished, a certificate stating the results of such tests or analyses of similar materials which were concurrently produced may, at the discretion of PPA, be considered as the basis for acceptance of such materials or manufactured products. If, in making any test, it is ascertained by PPA that the material or equipment does not comply with the Contract Documents, Contractor will be so-notified and directed to refrain from delivering said material or equipment, or to promptly remove it from the Site or from the Work, and replace it with acceptable material at Contractor’s expense.

d) Certificates and Labels. When so required, Contractor shall furnish to PPA authoritative evidence in the form of certificates of manufacture that the materials to be used in the Work have been manufactured and tested in conformity with the Contract Documents. These certificates shall include copies of the results of physical tests and chemical analyses, where necessary, that have been made directly on the product, or on similar products being fabricated by the manufacturer.

All such Certificates shall be on the letterhead of the certifying party, and shall be signed by an authorized representative thereof. Contractor shall provide PPA with two (2) copies of all such certificates. When materials are specified to conform to any standard, the materials delivered to the Site shall bear manufacturer's labels stating that the materials meet such standards.

e) Warranties and Guarantees. Contractor shall obtain all manufacturers’ warranties and guarantees of all equipment and materials. All such Warranties and Guarantees shall be collected in four (4) sets, each set secured in a binder and given to PPA prior to acceptance of the material or equipment for project use, and shall be for PPA’s express benefit. The delivery of such manufacturers’ warranties and guarantees shall in no respect relieve Contractor from any obligation under the preceding provisions of the Contract. Upon installation or application of all such warranted or guaranteed equipment or materials, Contractor shall provide PPA with documentation of the date of installation or application, and telephone numbers of the manufacturers’ distributor(s) authorized representative(s).

Approval Procedure:

The parties operate under the assumption that only those items highlighted, labeled, and described in the List of Deviations will be reviewed by PPA. Any changes or deviations from the Work Proposal appearing in the submitted Work which are not so highlighted, labeled and listed will be deemed a material breach of the Contract. No approval for changes or deviations from the Work Proposal can be given unless those changes or deviations are highlighted on the shop drawings and other submittals, as well as labeled and described in the List of Deviations. No oral modifications or deviations will be accepted.

Subsequently, submittals will be stamped or marked with one of the following, indicating whether or not any further actions will be required of Contractor:

a) APPROVED - If the submittal is satisfactory, PPA will stamp or mark the submittal "APPROVED", date it and return it to Contractor. Contractor may then proceed with fabrication.

b) APPROVED AS NOTED - If the submittal requires minor corrections, PPA will note the corrections on the submittal, stamp or mark “t "APPROVED AS NOTED", date it and return it to Contractor.

Fabrication may proceed only after incorporating the noted corrections. Any questions or objections to such corrections shall be communicated to PPA immediately upon receipt by

Contractor of the returned submittal. Absence of such communication within five (5) working days shall indicate Contractor's acceptance of and compliance with the noted corrections.

c) APPROVED AS NOTED: REVISE & RESUBMIT - If PPA indicates that Contractor must revise or correct the submittal or drawings and resubmit to PPA, fabrication may proceed if Contractor accepts and incorporates the noted corrections. However, if Contractor proceeds contrary to correction, any rework required to effectuate conformance with the corrections shall be done at

Contractor's expense. In making corrections on submittals for resubmission, Contractor shall make no changes, beyond those noted or required, unless such new or revised information is clearly identified and delineated on each resubmission as described in the section on the List of

Deviations.

d) REJECTED: REVISE & RESUBMIT - If the submittal is unsatisfactory in the opinion of PPA, the submittal will be stamped or marked "REJECTED" and returned to Contractor. Unsatisfactory factory submittals shall be corrected and redrawn by Contractor and resubmitted to PPA in accordance with the above procedures. Contractor shall not proceed with that part of the Work covered by the submittal, including purchasing, fabrication, delivery, or other activity until the revised resubmittal is approved by PPA.

e) ACTION NOT REQUIRED - Where a submittal is primarily for information or record purposes, the accompanying transmittal shall be xerocopied, stamped or marked "ACTION NOT REQUIRED" by

PPA, and returned to Contractor.

PPA will, to the extent reasonably practicable, review submittals and respond to Contractor within a reasonable period of time.

10. As Built Drawings

Promptly upon completion of the applicable project, Contractor shall provide a complete set of “as built” drawings, as applicable, in accordance with the applicable Contract, PPA Purchase Order, Work

Proposal or other project document.

11. PPA's Authority

A. PPA shall have the authority to decide any and all questions which arise in connection with the

Work, and ’PA's decisions shall be conclusive and final. PPA shall be the final judge of the meaning and intent of the Contract and all provisions thereof regarding the Work. PPA shall have the authority to conclusively resolve any disagreements which may arise between

Contractor and any other contractor in connection with the Work.

B. PPA shall have the right to maintain representatives at the Site, including to reasonably monitor and inspect the Work. Such representatives may, on request, give Contractor reasonable assistance in interpreting the Contract drawings, specifications and plans, but such assistance shall not relieve Contractor of any duties (including, without limitation, those of giving notice to or securing the approval of PPA) arising under the Contract.

12. Labor

A. Contractor shall, unless otherwise specifically stated herein, provide all labor required to fully complete the Work. This shall include all crafts that are required by the nature of the Work.

Unless otherwise specifically provided herein, the costs of all labor, including supporting crafts, are included in the Contract price. Whenever Contractor knows or believes that any actual or potential labor dispute is delaying or threatening to delay the timely performance of the Work, Contractor shall immediately give PPA notice thereof, including all relevant information with respect thereto. If such notice is given orally, Contractor shall confirm it in writing within twenty-four (24) hours. In the event of any labor dispute which adversely affects the timely and efficient performance of the Work, including, but not limited to, a jurisdictional dispute, Contractor shall promptly exercise all reasonable rights and avail itself of all reasonable remedies (including under the federal and state labor laws) to resolve the dispute and end (or, as applicable, minimize) the adverse effect on the Work, including, but not limited to, the seeking of an injunction.

B. All employees of Contractor shall be properly identified.

C. The Immigration Reform and Control Act of 1986 Pub. L. No. 99-603 (the "Act") makes it illegal for an employer to hire or employ an illegal alien. The Act also makes it a legal requirement for employers to establish both an individual's identity and legal authorization to work. Contractor represents and covenants that Contractor has complied and will comply with all requirements of the Act with respect to all persons assigned or employed by Contractor in the performance of the Work. Contractor shall defend, save harmless and indemnify PPA, its trustees, officers, agents and employees against any and all liability under the Act arising in any way out of services performed by, or PPA's use of persons furnished by, Contractor.

13. RESERVED

14. Superintendent

Contractor shall provide a qualified superintendent or approved supervisor who shall be continuously on the Site during the period of the work under the Contract. The superintendent shall have Contractor's authority to receive and execute any directions given by PPA in the absence of Contractor.

15. Quality Assurance/Quality Control

Contractor shall establish and maintain a quality assurance/quality control program which shall include procedures for continuous control of all construction and comprehensive inspection and testing of all items of Work, including any Work performed by Subcontractors, so as to ensure complete conformance to the Contract with respect to materials, workmanship, construction, finish, functional performance, and identification. The program established by Contractor shall comply with any quality assurance/quality control requirements incorporated in the Contract and shall be subject to, upon PPA’s request, PPA’s review and approval.

16. Subsurface Conditions

Contractor shall, as applicable, do (or cause to have done) all Work and pay all costs of cutting, protection, supporting, maintaining and restoring all surface and subsurface structures, and all other property, including pipes, conduits, ducts and appurtenances, public or private, in the vicinity of the

Work (except such which by law, franchise, permits, contract, consent or agreement the owner thereof is required to protect, support, maintain or restore), repairing the same if damaged and restoring to their original condition all areas.

17. Inspection and Tests and Correction of Defects

A. All parts of the Work shall, throughout the time of performance of the Contract, be subject to inspection by PPA. PPA shall be the final judge of the quality and acceptability of the Work, the materials used therein, and the processes of manufacture and methods of construction employed in connection therewith. All materials and methods of construction subject to testing and inspection (including controlled inspection) as required by “The Building Code of the City of

New York”, as amended to date, shall be under the direct supervision of a Professional Engineer, licensed by the State of New York. All materials requiring testing as set forth in these specifications, as ordered by PPA, and/or as mandated by the N.Y.C. Building Code shall be performed by an approved independent testing laboratory.

B. Contractor shall provide PPA's representatives with safe and proper facilities for access to and inspection of the Work, both at the Site and at any plant or other source of supply where any equipment, material, or part may be located. PPA shall have the right to witness any test

Contractor (or any third party acting on behalf of Contractor) conducts relating to the Work, and

Contractor shall give PPA reasonable advance written notice thereof.

C. No inspection, failure to inspect, or waiver of inspection on the part of PPA or anyone acting on its behalf shall relieve Contractor of its duty to complete the Work in full accordance with the requirements of the Contract.

D. Should it appear to PPA at any time prior to the completion and acceptance of the entire Work, whether as a result of the aforementioned inspections and tests or otherwise, that any part of the Work is not suitable or of good quality or fails to conform to Contract requirements, PPA shall have the option to: (i) halt the continuation of such Work, (a) require Contractor, at

Contractor's sole expense and within such reasonable time as may be fixed by PPA, to reconstruct, replace or correct the applicable Work and remedy any damage to property of PPA and others occasioned by such Work or the materials, methods or processes employed in connection therewith; or (b) perform or have performed by another all tasks stated in the foregoing subsection (a) and withhold or recover the cost thereof from Contractor; or (ii) accept the unsuitable or nonconforming Work and reduce the Contract price by an amount PPA deems equitable.

In any event, Contractor shall reimburse PPA for all costs attributable to delays in the Work or additional work performed by other contractors to the extent they arise from Contractor's unacceptable Work.

18. Effect of PPA Approval

Contractor's obligations under the Contract shall not be affected by the grant to, or the exercise or non-exercise by, PPA of rights to inspect, test, review or approve Contractor's performance of the Work, including, without limitation, documents such as drawings, written procedures or daily reports. Any approval by PPA of any materials, workmanship, equipment, documents or other act or thing done or furnished or proposed by Contractor shall be construed merely as indicating that at the time of the approval PPA was not aware of any reason for objecting, and no such approval shall release Contractor from full responsibility for the accurate and complete performance of the Contract in accordance with its terms.

19. Subcontracting

A. Contractor shall not subcontract all or any portion of the performance to be rendered hereunder without the express written approval of PPA as to the tasks to be subcontracted and the Subcontractor; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials. Contractor may utilize the services of specialty

Subcontractors if they are customarily used in the industry on the work subcontracted, provided

PPA has first approved the proposed Subcontractor. Contractor shall, as soon as practicable after execution of the Contract, notify PPA in writing of any Subcontractor proposed to be employed on the Work (including any documentation or other information related to the

Subcontractor or its tasks reasonably requested by PPA). Contractor shall not be relieved of any obligations hereunder by reason of any such approved subcontracting.

B. Contractor shall, notwithstanding PPA's approval, be as fully responsible for the acts and omissions of its Subcontractors and their agents as it is for its own acts and omissions. Should any approved Subcontractor fail to perform to the satisfaction of PPA, PPA shall have the right to rescind its approval and to require the Work subcontracted to be performed by Contractor or by another approved Subcontractor. Nothing contained herein shall create any contractual rights in any Subcontractor against PPA. Contractor shall cause all subcontracts applicable to the

Work to contain provisions which require the Subcontractor to provide the same insurance coverage as is required of Contractor naming PPA, Parks and Contractor as additional insureds.

Subcontracts shall provide for Contractor the same rights against the Subcontractor as PPA has hereunder against Contractor and shall expressly state that such provisions shall also be for the benefit of PPA.

C. Contractor and each Subcontractor shall (i) comply with all federal, state, and local labor laws and regulations; (ii) comply with the Americans with Disabilities Act of 1990 and the regulations promulgated thereunder; and (iii) as applicable, comply with the Earned Safe and Sick Time Act, including the Department of Consumer and Worker Protection rules promulgated thereunder.

20. Title to Materials and Completed Work

Contractor shall obtain and maintain title to all materials, equipment and structures to be installed by it in the Work free from all liens, claims and encumbrances. Title to all Work completed or in the course of construction and to all materials, equipment and structures as to which any payment has been made by

PPA shall be in Parks’ name, but this shall not affect PPA's right to require the correction of defective or non-conforming Work nor relieve Contractor of any other obligation arising under the Contract.

21. Price and Payment

A. Unless expressly stated to the contrary herein, all prices are firm and not subject to increase. All payment periods, including discount periods, shall begin upon receipt by PPA of acceptable invoices. Unless otherwise specified in the Purchase Order, payment of undisputed amounts shall be made within 30 days of PPA’s receipt of each proper invoice. Payments by mail shall be deemed made when deposited in the mail.

B. Contractor shall render progress payment invoices monthly unless stated otherwise in the

Purchase Order. Each invoice shall be based on (i) an estimate of percent completion for lump sum items of the work performed during the preceding month, (ii) actual quantities furnished and installed for unit price items, and (iii) Contractor may include, in accordance with the provisions of Article 22, Partial Payments for Materials in Advance of Incorporation, the cost of conforming materials delivered onto the Site but not yet physically incorporated into the Work.

The invoice shall be certified by Contractor and approved by PPA. As additional security for the proper performance of the Contract, PPA will retain five (5) percent of the amount of each invoice. At substantial completion, the amount retained will be reduced to one (1) percent of the value of the Work completed plus twice (2 x) the value of the items contained on the punchlist, as agreed to by PPA. The judgment of PPA as to the value of the Work completed, whether it is on schedule and whether it is acceptable shall be conclusive. At the conclusion of

Contractor’s warranty period and upon a satisfactory guarantee inspection by PPA of the Work performed, the amount retained will be paid to Contractor.

C. PPA shall have the right at any time to withhold from any payment which may be or become due under the Contract such amount as may reasonably appear necessary to it to compensate

PPA for any actual or prospective loss due to Work which is defective or does not conform to

Contract requirements, any unpaid claims based on the Work, actual or prospective failure of

Contractor to complete performance of the Work, or any other failure of Contractor to perform any of its obligations under the Contract or when it reasonably appears to PPA that Contractor has previously been overpaid. PPA shall be entitled to retain any and all amounts so withheld until Contractor has, in PPA's judgment, either performed the obligation or obligations in question or furnished security which PPA deems adequate for such performance or, in the case of withholding for overpayment, until an audit of Contractor's work or documentation is completed and the proper payment is determined.

D. PPA at any time may, after notifying Contractor in writing, pay directly any unpaid claims against

Contractor based on the Work, and in so doing PPA shall be conclusively deemed to be acting as

Contractor's agent. Any payment made by PPA to discharge a claim against Contractor shall be treated as a payment made under the Contract from PPA to Contractor.

E. PPA shall not be liable to Contractor for interest on any late payments unless expressly provided for herein. If for any reason PPA is in arrears in undisputed payment(s) hereunder, payment(s) made shall be applied by Contractor to any and all principal sum(s) due before being applied to any interest that may be due thereon pursuant to any express provision therefor in the Contract or otherwise.

F. Except to the extent specified in a written reservation of rights, the acceptance by Contractor of final payment shall be and shall operate as a release of all claims against PPA and of all liability of PPA to Contractor for things done or furnished in connection with the Work and for every act and neglect of PPA and others for whom PPA may be responsible relating to or arising out of the

Work. However, no payment, final or otherwise, shall operate to release Contractor or its sureties from the obligations under the Contract or any bond.

G. If any conflicts occur in or between any drawings or specifications, the Contractor will be deemed to have estimated the most expensive way of doing the corresponding Work.

22. Partial Payments for Materials in Advance of Incorporation

In order to better insure the availability of materials, fixtures and equipment when needed for the Work, PPA may authorize partial payment for certain materials, fixtures and equipment, prior to their incorporation in the Work, but only in strict accordance with and subject to all the terms and conditions set forth in the following sub-divisions numbered (i) to (xvi) inclusive, unless another method of payment is elsewhere provided in the specifications for specified materials, fixtures or equipment.

(i) Contractor shall submit to PPA a written request for payment for materials purchased or to be purchased for which Contractor desires to be paid prior to their actual incorporation in the Work.

The request shall be accompanied by a schedule of the types and quantities of materials, and shall state whether such materials are to be stored on or off the Site.

(ii) When the materials are to be stored off the Site, they shall be stored at a place other than

Contractor's premises (except with the written consent of PPA) and under the conditions prescribed or approved by PPA. Contractor shall set apart and separately store at the place or places of storage all materials and shall clearly mark same "PROPERTY OF THE PROSPECT PARK

ALLIANCE" and further, shall not at any time move any of said materials to another off-site place of storage without the prior written consent of PPA. Materials may be removed from their place of storage off the Site for incorporation in the Work upon approval of PPA.

(iii) Where the materials are to be stored at the Site, they shall be stored at such locations as shall be designated by PPA and only in such quantities as, in the opinion of PPA, will not interfere with the proper performance of the Work by Contractor or by other contractors then engaged in performing Work on the Site. Such materials shall not be removed from their place of storage on the Site, except for incorporation in the Work, without the approval of PPA.

(iv) Insurance requirements for stored materials: (a) storage off the Site - where the materials are stored off the Site and until time as they are incorporated in the Work, Contractor shall fully insure such materials against any and all risks of destruction, damage or loss including but not limited to fire, theft, and any other casualty or happening. The policy of insurance shall be payable to PPA and shall be in such terms and amounts as shall be approved by PPA and shall be placed with a company duly licensed to do business in the State of New York. Contractor shall deliver the original and one copy of such policy or policies marked "Fully Paid" to PPA. (b) storage on the Site - where the materials are stored at the Site, Contractor shall furnish satisfactory evidence to PPA that they are properly insured against loss, by endorsements or otherwise, under the Policy or Policies of Insurance obtained by Contractor to cover losses to materials owned or installed by Contractor. The policy of insurance shall cover fire and extended coverage against windstorm, hail, explosion and riot attending a strike, civil commotion, aircraft, vehicles and smoke.

(v) All costs, charges and expenses arising out of the storage of such materials, shall be paid by

Contractor and PPA hereby reserves the right to retain out of any partial or final payment made under the Contract an amount sufficient to cover such costs, charges and expenses with the understanding that PPA shall have and may exercise any and all other remedies at law for the recovery of such cost, charges and expenses. There shall be no increase in the Contract price for such costs, charges and expenses and Contractor shall not make any claim or demand for compensation therefore.

(vi) Contractor shall pay any and all costs of handling and delivery of materials, to the place of storage and from the place of storage to the Site; and PPA shall have the right to retain from any partial or final payment an amount sufficient to cover the cost of such handling and delivery.

(vii) In the event that the whole or any part of these materials are lost, damaged or destroyed in advance of their satisfactory incorporation in the Work, Contractor, at its own cost, shall replace such losses, damaged or destroyed materials of the same character and quality. PPA will reimburse Contractor for the cost of the replaced materials to the extent, and only to the extent, of the moneys actually received by PPA under the policies of insurance hereinbefore referred to.

Until such time as the materials are replaced, PPA will deduct from the value of the stored materials or from any other money due under the Contract, the amount paid by PPA for such rejected or improperly incorporated materials.

(viii) Should any of the materials paid for by PPA hereunder be subsequently rejected or incorporated in the Work in a manner or by method not in accordance with the Contract and specifications, Contractor shall remove and replace such defective or improperly incorporated material with materials complying with the Contract and specifications. Until such materials are replaced, PPA will deduct from the value of the stored materials or from any other money due

Contractor, the amount paid by PPA for such rejected or improperly incorporated materials.

(ix) Payments for the cost of materials made hereunder shall not be deemed to be an acceptance of such materials as being in accordance with the Contract Documents, and Contractor always retains and must comply with Contractor’s duty to deliver to the Site and properly incorporate in the Work only materials which comply with the Contract Documents.

(x) Contractor shall retain any and all risks in connection with any damage, destruction or loss of the materials paid for hereunder to the time of delivery of the same to the Site and their proper incorporation in the Work in accordance with the Contract Documents.

(xi) Contractor shall comply with all laws and the regulations of any governmental body or agency pertaining to the priority purchase, allocation or use of the materials.

(xii) When requesting payment for such materials, Contractor shall submit with the partial estimate, duly authenticated documents of title, such as bills of sale, invoices or warehouse receipts, all in quadruplicate. The executed bills of sale shall transfer title to the materials from the Contract to

PPA (in the event that the invoices state that the material has been purchased by a Sub-

Contractor, bills of sale will also be required evidencing transfer of title to the materials from

Sub-Contractor to Contractor).

(xiii) Where Contractor, with the approval of PPA has purchased unusually large quantities of materials in order to assure their availability for the Work, PPA may waive the requirements of paragraph (xii) hereof provided Contractor furnishes evidence in the form of an affidavit, and such other proof as PPA may require, that Contractor is the sole owner of such materials and has purchased them free and clear of all liens and other encumbrances.