G8720 Pest Control Form of Contract.pdf

CONTRACT NO. G8720

PARKWIDE PEST INSPECTION,

MONITORING, AND EXTERMINATION

SERVICES

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HUDSON RIVER PARK TRUST (the “Trust”) and the consultant, contractor or party identified below (each a “Contractor”), in consideration of the mutual covenants contained in the Contract (as defined below) and other valuable and good consideration, do hereby agree to all of the terms and conditions set forth in (i) these Specific Terms (Part I) set forth immediately below, (ii) the General Terms and Conditions (Part II) annexed hereto and made a part hereof and (iii) the Appendices (Part III) annexed hereto and made a part hereof.

The Contractor shall provide the services (“Services”) described in Appendix B - Scope of Services and shall be compensated for the rendering of the Services in accordance with Part II Article II of the Contract and as provided in Appendix C - Fee and Cost Schedule. The Contractor must purchase and maintain insurance for the Term of the Contract, as provided in Appendix D - Insurance. The term “State” as referenced in Appendix A shall mean the State of New York and the Trust.

1. The Contract

1.1 Contract: These Specific Terms and Conditions (Part I), the General Terms and Conditions (Part II) and the Appendices (Part III)

1.2 Contract No. G8720

1.3 Contract Date: The date of the Contract is as of January 1, 2027

1.4 Term: Five (5) Years

1.5 Maximum Contract Price: TBD

1.6 Project: Parkwide Pest Inspection, Monitoring, and Extermination Services

2. Parties

2.1 The Trust: Hudson River Park Trust, a public benefit corporation of the State of New York.

2.2 The Contractor: [Insert legal Name of Contractor], a New York [or if not NY, insert State]

[Insert “individual”, “Trust”, “partnership”, “corporation” or “limited liability company”], having an office at:

[Insert Street Address] [Insert City, State and Zip Code]

2.3 Contractor’s Contact Person: [Insert Name and Title]

2.4 Trust’s Contact Person: Matt Post, Senior Director of Horticulture & Maintenance

3. Notice Parties and Addresses

Any notice, approval, consent, acceptance, or demand required or permitted to be given hereunder ("Notice") from either party to the other shall be in writing and shall be deemed given when received by overnight mail or three (3) business days after deposited with the United States Postal Service in a postage prepaid envelope, certified or registered mail, addressed to the other party at the addresses set forth below (with a copy also emailed to the email address of the other party as set forth below). However, this section on Notices does not apply to routine communications regarding the work or scope of services or billing, all of which can be sent via email.

3.1 Notices to the Trust:

Hudson River Park Trust 353 West Street, Pier 40, 2nd Floor New York, N.Y. 10014 Attn: General Counsel

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Hudson River Park Trust 353 West Street, Pier 40, 2nd Floor New York, N.Y. 10014 Attn: Robert Rodriguez, EVP Park Management

3.2 Notices to the Contractor:

[Insert Name of Contactor] [Insert Street Address] [Insert City, State and Zip Code] Attn: [Insert Name and Title]

4. Special Provisions. The provisions set forth below are hereby added to and made part of the Contract.

In the event any conflict exists between any of the General Terms and Conditions (Part II) of the Contract and these special provisions, these special provisions shall govern.

4.1 A Workforce Utilization Form is required for all non-construction contracts in excess of $25,000 and for all construction contracts in excess of $100,000. Once the Contract has been awarded, the Contractor and its Subcontractor(s) shall file Workforce Utilization Reports which shall indicate the actual workforce utilized in the performance of the Contract organized by the specified categories, including ethnic background, gender, and Federal occupational categories.

The Trust shall provide the requisite forms to the Contractor to submit electronically to the Trust at email address EEO101@hrpt.ny.gov and/or information for the Contractor to file directly with the New York State Contract System.

5. Execution. This Contract may be executed and delivered in counterparts, including execution by digital or electronic signature, each of which so executed and delivered, when taken together, shall be deemed a fully-executed instrument. The Contractor acknowledges that it has carefully examined the entire Contract and thoroughly understands the same.

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IN WITNESS WHEREOF, the parties hereto have executed the Contract as of the Contract Date here above written.

HUDSON RIVER PARK TRUST [INSERT CONTRACTOR NAME]

By: ____________________________ By: ___________________________ Noreen Doyle Name:

President & CEO Title:

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PART II

GENERAL TERMS AND CONDITIONS

ARTICLE I

PERFORMANCE OF SERVICES

1. Supervision by the Trust. Services shall be subject to the general supervision and direction of the

Trust or its authorized representative, whose decision shall be final and binding upon the Contractor as to all matters arising in connection with or relating to the Contract. Neither the Trust’s exercise nor failure to exercise such supervision and direction shall relieve the Contractor of any of its obligations or responsibilities for its acts or failure to act with regards to the Contract. The Trust shall reasonably determine all matters relative to the fulfillment of the Contract on the part of the Contractor and such determination shall be final and binding on the Contractor.

2. Approvals or Acceptance by the Trust. Whenever action is to be taken, or approval or acceptance given by the Trust, such action, approval or acceptance shall be deemed to have been taken or given, only if so taken or given by the Trust’s representative, by the Trust’s signatory to this Contract, or by another officer or employee of the Trust duly designated by such signatory to represent the Trust in connection therewith. The Trust shall notify the Contractor in writing of each such approval or acceptance, or the withholding thereof, within a reasonable period of time. The Trust’s acceptance or approval of documents or other materials prepared by the Contractor hereunder shall in no way relieve the Contractor of responsibility for such materials.

3. Contractor Cooperation. The Contractor shall work with and exchange information with such entities or individuals in connection with the Services as the Trust shall designate from time to time, and agrees to meet with such entities or individuals at such times as the Trust may require in order to maintain an ongoing review process to expedite determinations and approvals required to be made in connection with the Services.

4. Contact Persons. The Trust will designate in writing an individual who will serve as the Trust’s representative and normal point of contact for the Contractor with regards to the Contract and the Contractor’s Services and obligations hereunder. The Contractor shall designate in writing to the Trust one individual, satisfactory to the Trust, who shall be responsible for coordinating all Services to be rendered by the Contractor and who shall be the Trust’s normal point of contact with the Contractor on matters relating to such Services. Such individual shall be replaced upon the Trust’s written request.

The Trust and Contractor may from time to time change this designation by notification to the other party.

5. Approval of Subcontractors and Subcontracts. The Contractor shall not employ, contract with or use the services of any consultant, contractor, or other third party (collectively “Subcontractor(s)”) in connection with the performance of its obligations under the Contract without the prior written consent of the Trust. The Contractor shall inform the Trust in writing of the name, proposed service to be rendered, and compensation of the Subcontractors, and of any interest it may have in the proposed Subcontractors. The Contractor shall be responsible for the performance of the Services of any Subcontractors engaged, including the maintenance of budgets, cost controls, schedules, coordination of their work, and resolutions of all differences between or among the Contractor and Subcontractors.

It is expressly understood and agreed that all Subcontractors engaged by Contractor hereunder shall at all times be deemed engaged by the Contractor and not by the Trust. The Contractor shall cause any Subcontractor employed by the Contractor in connection with the Contract to be bound to the terms and conditions of the Contract to the extent such terms and conditions are, or may be, applicable to

Contract No. G8720 Page 6 such Subcontractors, and to the extent such terms do not conflict with applicable law. All subcontracts held by the Contractor (“Subcontracts”) must include the following provisions:

(a) there is no privity of contract between the Subcontractor and the Trust;

(b) the Trust will not incur any liability by virtue of any act, omission, negligence, or obligation of the Subcontractor or the Contractor;

(c) the Subcontractor shall, to the fullest extent permitted by law, indemnify, defend and hold harmless the Indemnitees (defined in Article V) against any and all claims, judgments or liabilities to which they may be subject (including, without limitation, any and all claims for injuries to persons (including death) and damage to property) because of any negligence or any fault or default of the Subcontractor, its agents, employees or subcontractors or the breach of the Subcontractor’s obligations under the Subcontract;

(d) the Subcontractor’s payment requisitions shall conform to the same requirements for Contractor’s payment requisitions and include the representations and warranties set forth in Article III hereof;

(e) the termination provisions for cause and convenience set forth in Article IV herein shall be included in the Subcontract;

(f) the Subcontract may be assigned without the written consent of the Subcontractor to the Trust or any other corporation, agency or instrumentality having authority to accept the assignment; and

(g) all services performed under the Subcontract shall strictly comply with the requirements of the Contract, including the Standard Clauses for New York State Contracts in Appendix A (provided that the provisions of Appendix A are applicable to the Contract’s Scope of Services in Appendix B and do not conflict with federal law and regulations).

6. Contractor as Independent Contractor. Notwithstanding any other provisions of the Contract, the Contractor’s status (and that of any Subcontractor) shall be that of an independent contractor and not that of an employee of the Trust. Accordingly, neither the Contractor nor any Subcontractor shall hold itself out as, or claim to be acting in the capacity of, an employee of the Trust.

7. Contractor to Obtain Permits. Except as otherwise instructed in writing by the Trust, the Contractor shall obtain and comply with all legally required licenses, consents, approvals, orders, authorizations, permits, restrictions, declarations and filings required to be obtained by the Trust or the Contractor in connection with the Contract.

8. Contractor to Comply with Legal Requirements. The Contractor, in performing its obligations and in preparing all documents required under the Contract, shall comply with all applicable laws and regulations to be included in the Contract. All applicable laws and regulations shall be deemed to be included in the Contract with the same effect as if set forth in full.

9. Increase or Decrease in the Scope of Services. The Trust shall have the right to make changes to, and/or increase or decrease the Scope of the Services or to extend the Term at any time and for any reason upon notice to Contractor specifying the nature and extent of such changes. In the event any such changes result in a reduction of the Scope of Services, the Maximum Contract Price will be correspondingly reduced to reflect the deleted services. In the event any such changes result in an additional expenditure of time by the Contractor or Subcontractors, the Trust and the Contractor shall negotiate an additional fee for such changes evidenced in an amendment to the Contract.

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ARTICLE II

PAYMENT OF SERVICES

1. Payments.

(a) Subject to, and in accordance with this Article II, the Trust shall pay to the Contractor, and the Contractor agrees to accept in full consideration for the Services, and for all expenses of the Contractor in connection therewith, including Subcontractors’ costs and reimbursable expenses, an amount not to exceed the Maximum Contract Price, payable in accordance with this Article II and as provided in Appendix C.

(b) Requisitions shall be in a form reasonably acceptable to the Trust and shall be supported by any appropriate or necessary documentation or other evidence relating to the amounts set forth in the requisition as the Trust may reasonably require including, but not limited to invoices, receipts and vouchers from Subcontractors and suppliers, and, where applicable, the time sheets and/or certified payroll reports of the Contractor’s staff. Each requisition submitted to the Trust by the Contractor shall constitute a representation that, except as specifically set forth in the requisition, as of the date of the requisition, all representations and warranties made by the Contractor in Article III are true, complete and accurate as if made as of the date of the submission of the requisition. Thereafter, the Trust shall approve the requisition if the Services have been satisfactorily performed in accordance with the Contract.

(c) The Contractor, with the Trust’s prior approval, may exceed the maximum payment allocated to a particular portion of the Services if the Contractor by notice determines that the maximum payment initially allocated to the portion is insufficient to adequately perform the portion of the Services and if the Contractor demonstrates to the Trust a savings with respect to another portion of the Services which is at least equal to the amount of such excess. However, notwithstanding the above, in no event shall the Trust pay the Contractor more than the Maximum Contract Price.

2. Acceptance of Final Payment/Release and Discharge. The acceptance by Contractor of the final payment under the Contract, or any final payment due on earlier termination of the Contract under Article IV, shall constitute a full and complete waiver and release of the Trust from any and all claims, demands and causes of action whatsoever that the Contractor, and/or its successors and assigns, have, or may have, against the Trust under the provisions of the Contract, unless a detailed and verified statement of claim is served upon the Trust not later than fifteen (15) days after the making of the final payment. In the absence of a verified statement of claim, if the Contractor performs Services that involve maintenance, repairs or minor construction, the Contractor must supply the Trust with lien waivers for itself and its Subcontractors along with its request for final payment. It is expressly understood and agreed that the Trust’s or Contractor’s termination of the Contract pursuant to Article IV hereof shall not give rise to any claims against the Trust for damages, compensation, or otherwise as a result of such termination, and that under such circumstances, the Trust’s liability to make payments to Contractor on account of any and all Services shall be limited to the payments set forth in this Article II and as provided in Appendix C.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

1. Representations and Warranties.

(a) The Contractor represents and warrants to the Trust that:

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(i) no public official is directly or indirectly interested in the Contract, or in the supplies, materials, equipment, work, labor or Services to which it relates or in any of the profits thereof;

(ii) except as set forth in the Contract, the Contractor has, and shall have, no interest, direct or indirect, in the project to which the Services relate;

(iii) to the best of its knowledge, upon due inquiry, no officer, member, partner or employee of the Contractor has, prior to the date of the Contract, been called before a grand jury, head of a state agency, head of a city department or other city agency to testify in an investigation concerning any transaction or contract had with the State of New York, any political subdivision thereof, a public authority, or with any public department, agency or official of the State of New York of or any political subdivision thereof and refused to sign a waiver of immunity against subsequent criminal prosecution or to answer any relevant question concerning such transaction or contract; and

(iv) it has not employed any person, trust or partnership to solicit or procure the Contract, and has not made, and will not make, any payment or agreement for the payment of any commission, percentage, brokerage, or contingent fee, or other compensation in connection with the procurement of the Contract.

(b) The Contractor represents and agrees that:

(i) Recognizing that time for completion of the Services is of the essence, the Contractor shall perform all of its obligations hereunder in a prompt, efficient and professional and/or workman like manner with the skill and care of similarly licensed professionals and in accordance with the time periods for the Services set forth herein;

(ii) The Contractor, its personnel assigned to perform the Services, and any Subcontractors engaged by the Contractor in the performance of the Contractor’s obligations hereunder are qualified in all respects for such assignment and have the experience and expertise in projects of similar scope and complexity to the Services. All such assigned personnel and Subcontractors are subject to approval by the Trust, which approval shall not be unreasonably withheld, and the Trust may direct the Contractor to replace assigned personnel at any time; the Contractor’s personnel assigned to perform the Services shall be available to the Trust during normal working hours and at other times as may be additionally needed upon notice from the Trust for project meetings, public meetings, site supervision, field visits and inspections;

(iii) The Contractor, in the performance of its obligations hereunder, shall utilize efficient available methodology and technology for the purpose of reducing the cost and time of such performance;

(iv) The Contractor shall use good faith efforts to protect and further the Trust’s interests in performing such Services recognizing the need for trust and confidence in the relationship between the Contractor and the Trust with regards to the Services to be performed hereunder;

(v) The Contractor shall comply with the provisions of all Federal, State and local statutes, laws, rules, ordinances and regulations that are applicable to the performance of the Contract;

(vi) The Contractor shall diligently render to the Trust any and all assistance which may be required by the Trust should any claim be made or any action be brought against the Trust which states a cause of action related to the Services; and

(vii) The Contractor shall not commit its personnel to, nor engage in, any other projects during the term of the Contract to the extent that such projects may adversely affect the quality or efficiency of the Services or would otherwise be detrimental to the conduct and completion of the Services, and the Contractor shall provide sufficient numbers of

Contract No. G8720 Page 9 qualified personnel as shall be required to perform the Services in the time requested by the Trust.

2. Conflict of Interest. Contractor represents and warrants that:

(a) Contractor has not now, and will not, for a period of one (1) year following expiration of the

Contract, acquire any interest, direct or indirect, present or prospective, in the project to which the Contractor’s work relates or the real estate which is the subject of the project, has not employed and will not knowingly employ in connection with work to be performed hereunder any person or entity having any such interest during the Term.

(b) Contractor shall not knowingly permit any officer, employee, agent or director of the Trust or any of its subsidiaries to share in any benefits that arise from the Contractor’s work.

(c) Contractor shall not knowingly permit any officer, employee, agent or director of the Trust, or any of its subsidiaries to participate in any decision relating to the Contract that affects the personal interest of the aforementioned individuals, or the interests of any trust, partnership, or association in which those individuals are directly or indirectly interested; nor shall any officer, agent, director or employee of the Trust, or any of its subsidiaries be permitted by the Contractor to have any interest, direct or indirect, in the Contract or the proceedings thereof.

(d) Contractor shall cause, for the benefit of the Trust, every contract or agreement with any Subcontractor to include the representations contained in subsections (a), (b), and (c) of this Subsection 2. The Contractor shall take such action in enforcing such provisions as the Trust may direct, or, at Contractor’s option, assign such rights as it may have to the Trust for enforcement by the Trust.

ARTICLE IV

DELAYS, SUSPENSION OF SERVICES, TERMINATION

1. Notice of Overruns and Delays. The Contractor shall promptly give written notice to the Trust representative of the occurrence of an event or action, the discovery of a condition or the failure of an event or action to occur or a condition to exist as anticipated, that may result in an increase in (a) the compensation due to the Contractor; (b) reimbursable expenses and/or; (c) the number of hours necessary to perform the work or which may delay completion of the work (or extend the completion date). For purposes of this provision, “promptly” shall mean as soon as possible but in no event more than three (3) business days after Contractor’s discovery of the occurrence, condition or failure which gives rise to the subject increase and/or delay.

2. Disputes. If at any time the Contractor believes that there is: (1) a condition that will entitle it to additional compensation; (2) a change in the schedule for completion of the Services; or (3) another issue arising out of terms, conditions, or the respective parties’ fulfillment of their obligations under the Contract (“Dispute”), within fifteen (15) days after the Contractor has knowledge or should have known of the occurrence of a Dispute, the Contractor shall deliver a written notice to the Trust stating the general nature of such Dispute. Senior executives of the parties shall negotiate in good faith to resolve any Disputes. Pending the resolution of any Dispute, the Contractor shall diligently continue to perform all Services under the Contract, including the Services that are the subject of such Dispute.

Written notification and good faith negotiation shall be a condition precedent to the maintenance of any legal proceeding. The Contractor shall represent that it has complied with the condition precedent in its initial notice and pleading in any legal proceeding instituted by the Contractor or by the Trust.

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3. Suspension of Services. The Trust may, at any time and for any reason and by written notice thereby

(“Suspension Notice”), direct the Contractor to delay or suspend the services or any part thereof under the Contract for a period of time not to exceed ninety (90) days. The Suspension Notice shall specify the period during which such services are to be delayed or suspended. The Contract shall automatically terminate after ninety (90) days’ suspension or delay unless the Trust and the Contractor agree in writing to continue the Contract upon the same or newly negotiated terms, and the Trust and the Contractor execute a “Release of Claims” with regards to the period of suspension or delay. The Contractor shall resume such services upon the date the Trust may thereafter specify in writing upon reasonable notice to Contractor. If the Contract is delayed, suspended or terminated, the Contractor shall be entitled upon such delay, suspension or termination to payment of that portion of the fee and reimbursable costs that have not been paid to Contractor commensurate with the Services actually and satisfactorily performed by the Contractor prior to the date of delay, suspension or termination. The Contractor shall not be entitled to any fee during the period of delay or suspension unless the Trust, in its sole and absolute discretion, decides that the payment (and amount) of a fee is reasonable under the particular circumstances that gave rise to the suspension or delay.

4. Termination for Convenience. The parties acknowledge that the Trust may, at any time for the Trust’s convenience and without cause, terminate the Contract without incurring any penalty or damages on account of such termination upon seven (7) days’ written notice to the Contractor. In the event of such termination, the Trust shall pay the Contractor for services actually and satisfactorily performed by Contractor up to the date of such termination plus Trust-approved out-of-pocket expenses incurred by the Contractor. The Contractor agrees to cause any agreement or contract entered into by the Contractor with any Subcontractors to contain a termination for convenience clause consistent with the provisions of this Subsection 4.

5. Default by Contractor. The Trust may terminate the Contract for cause, including:

(a) a material breach of any covenant or agreement contained in the Contract;

(b) if the Contractor shall default in the timely performance of any of its obligations under the Contract and such default shall continue for a period of three (3) days after written notice from the Trust specifying the occurrence, omission or failure giving rise to such default, or if in the opinion of the Trust, by reason of the nature of such default, such default cannot be cured within such three (3) day period and the Contractor has not promptly prosecuted the curing of such default;

(c) any representation or warranty made or deemed to have been made under the Contract by the

Contractor shall prove to be untrue in any material respect; or

(d) the Contractor shall make a general assignment for the benefit of its creditors, or a receiver or trustee shall have been appointed on account of Contractor’s insolvency, or Contractor otherwise shall be or become insolvent, or an order for relief shall have been entered against Contractor under Chapter 7 or Chapter 11 of Title 11 of the United States Bankruptcy Code.

In addition to any other remedies or claims that the Trust may have with respect to such representation or such default, the Trust may terminate the Contract immediately upon three (3) days’ written notice to the Contractor. In the event of such termination, the Trust, without waiving any such remedy or claims (including consequential damages), shall pay the Contractor that portion of the fee and reimbursable costs, not paid to the Contractor, commensurate with those Services actually and satisfactorily performed by the Contractor up to the date of such termination, provided, however, that

Contract No. G8720 Page 11 the Trust shall deduct from any amounts due to the Contractor for additional costs and expenses that the Trust may incur in connection with the completion of the Services by another contractor(s), subcontractor(s), or consultant(s).

The Contractor agrees to cause any agreement or contract entered into by the Contractor with any Subcontractors to contain a termination for default clause consistent with the provisions of this Subsection 5.

6. Discontinuance of Services Upon Termination. Upon termination of the Contract, the Contractor shall:

(a) discontinue all its Services from and after the date of the notice of termination, except as may be required to complete any item or portion of services to a point where discontinuance will not cause unnecessary waste or duplicative work or cost as directed by the Trust;

(b) cancel, or if so directed by the Trust, assign to the Trust any and all commitments and agreements made by the Contractor relating to the Services to the extent same are cancelable or assignable by the Contractor;

(c) transfer to the Trust in the manner, to the extent, and at the time directed by the Trust, all supplies, materials and other property produced (including warranties) as a part of, or acquired in, the performance of the Services; and

(d) take any other actions as the Trust may reasonably direct.

ARTICLE V

INDEMNIFICATION AND INSURANCE

1. Indemnification. Notwithstanding anything to the contrary contained herein or in any existing statute, the Contractor shall be liable to and hereby agrees to hold harmless and to indemnify the Trust, the State of New York, the City of New York, and each of their offices, departments, agencies, officials, directors and employees (collectively the “Indemnitees”) from and against any damages, lawsuits, claims, judgments and liabilities, including reasonable attorney’s fees and court costs, which the Indemnitees may sustain, be subject to or be caused to incur by virtue of or as a result of any settlement approved by Contractor or of an adverse determination of any claim, demand, suit, proceeding, action or cause of judicial or administrative action for:

a. Any negligent act or omission of Contractor, their agents, servants, employees, officers, consultants, or subcontractors, or

b. Any willful misconduct of Contractor, their agents, servants, employees, officers, consultants, or subcontractors, or

c. Any infringement of claimed copyright or patent right of designs, plans, drawings or specifications furnished by Contractor, their consultants or subcontractors.

This Subsection 1 shall survive the expiration or earlier termination of the Contract.

2. Insurance. At all times during the performance of the Services or for such other time periods as the

Trust may require, the Contractor, at its sole cost and expense, shall purchase and maintain the insurance described in Appendix D unless the Trust determines, in its sole and absolute discretion, that such insurance limits warrant a reduction due to a material change in the Project or the Services.

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ARTICLE VI

DOCUMENTS, CONFIDENTIALITY AND RECORDS

1. Ownership of Documents.

(a) All originals, negatives, and electronic copies of all plans, drawings, reports, photographs, charts, programs, models, specimens, specifications, and other documents or materials required to be furnished by the Contractor under the Contract including drafts and reproduction copies thereof (“Documents”), shall be and remain the exclusive property of the Trust, and the Trust shall have the right to publish, transfer, sell, license and use all or any part of such reports, plans, drawings, specification and other documents without payment of any additional royalty, charge or other compensation to the Contractor. If the Documents are altered by the Trust or its agents, the Trust holds the Contractor harmless from any liability for such use.

(b) The Contractor agrees that it shall not publish, transfer, license or, except in connection with carrying out its obligations under the Contract, use or reuse all or any part of the Documents, excluding the Contractor’s “Underlying Intellectual Property” (as defined hereinafter), without the prior written approval of the Trust, except that the Contractor may retain copies of such reports and other documents for general reference use.

(c) The Contractor’s Underlying Intellectual Property means the analytical concepts, approaches, methodologies, or formats developed by the Contractor’s staff, and other materials not prepared for delivery to the Trust and also includes any derivatives, improvements, enhancements or extensions of the Contractor’s Underlying Intellectual Property conceived, reduced to practice, or developed during the Term of the Contract that are not uniquely applicable to the Documents prepared for the Trust under the Contract.

(d) The Contractor represents and warrants that, except for material which is in the public domain and non-original material, the Documents:

(i) shall be wholly original material not published elsewhere, except for Underlying Intellectual Property included therein;

(ii) shall not violate any copyright, trademark or other applicable law; and

(iii) shall not, to the best of Contractor’s knowledge, constitute a defamation or invasion of the right of privacy or publicity, or an infringement of any kind, of any rights of any third party.

(e) The Contractor shall not make any unauthorized use of copyrighted, trademarked or other protected materials or intellectual property and agrees to defend, indemnify and hold harmless the Trust and their respective officers, officials, agents, members, directors, and employees against any damage or liability arising out of the Contractor’s infringement or unauthorized use of any such material or property.

2. Confidentiality. The Contractor hereby agrees that all documents, data, recommendations, reports and other materials developed in the course of the Services authorized by the Contract are strictly confidential between the Contractor and the Trust and the Contractor may not at any time reveal or disclose such materials in whole or in part to any third party without first obtaining written permission from the Trust. Notwithstanding the preceding sentence, the Contractor shall cooperate fully with such third parties as the Trust may designate by written request.

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3. Maintenance, Audit and Examination of Records. Pursuant to Section 10 of the Standard Clauses for NYS Contracts (attached hereto as Appendix A), the Contractor and its Subcontractors must maintain their respective books and records for examination and audit as specifically detailed therein.

In the event of non-compliance thereof, the Trust shall not pay the Contractor any portion of the fee then due or becoming due, as the case may be, with respect to such non-compliance, and if such fee has already been paid, the Trust may require the Contractor to refund such fee. In addition, the Contractor shall be responsible for any audit costs incurred by the Trust as a result of such non-compliance.

4. Contractor Promotional Materials. Unless specifically directed to the contrary by the Trust, Contractor shall identify its location for the performance of the Services herein as being within Hudson River Park in all literature, brochures, handouts, and promotional materials of any kind respecting the Premises.

5. Vendor Responsibility. The Contractor shall provide the Trust with a list of all Subcontractors employed for the performance of the Services whose subcontract amount totals $25,000 or more. The Contractor will require any Subcontractor whose subcontract amount totals $100,000 or more to provide it a copy of its Vendor Responsibility Determination, which may either be a copy of its submission on the Mayor’s Office of Contracts Services Procurement and Sourcing Solutions Portal (PASSPort) or the copy of its submission to the State’s VendRep system or as a hard copy using the Vendor Responsibility form that the Trust has provided to the Contractor. Such submissions by the Subcontractor to the Contractor shall occur in a timely fashion but in no event later than the commencement of the Contract Work performed by such Subcontractor pursuant to its subcontract.

ARTICLE VII

OTHER STANDARD PROVISIONS

1. No Waiver. Failure by the Trust to insist upon the strict performance of any term or condition of the

Contract or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial performance during the continuance of any such breach shall constitute a waiver of any such breach or such term or condition. No term or condition of the Contract to be performed or complied with by Contractor, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by the Trust. No waiver of any breach shall affect or alter the Contract, but each and every term and condition of the Contract shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. Contractor hereby waives any and all rights and remedies to which Contractor might otherwise be or become entitled to because of any wrongful act or omission of the Trust saving only Contractor’s right to money damages.

2. Provisions Required by Law Deemed Inserted. Each and every provision of law and governmental regulation required by law to be inserted in the Contract shall be deemed to be inserted therein and the Contract shall be read and enforced as though so included therein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, the Contract shall be deemed to be amended to make such insertion or correction. If the Contract contains any unlawful provision, the same shall be deemed of no effect and shall, upon the application of either party, be deemed stricken from the Contract without affecting the binding force of the remainder.

3. Reimbursement of Legal Fees. In the event that Contractor and the Trust are involved in a legal proceeding relating to any part of the Contract, Contractor shall reimburse the Trust for all costs associated with said legal proceeding, including, but not limited to, court costs and reasonable attorney’s fees incurred by the Trust where: (1) during said legal proceeding, a final determination by

Contract No. G8720 Page 14 a neutral third party finds the Contractor to have materially breached the terms of the Contract; or (2) Contractor initiates said legal proceedings against the Trust and/or its directors, officers, or employees and Contractor does not prevail in such action.

4. Assignment by the Trust. The Trust may transfer and assign any and all of its rights and obligations under the Contract, including transferring and assigning its rights to the Contractor’s performance of any portion of the Services provided for herein, together with the Trust’s obligations and rights pertaining to such portion of Services, to any partnership, trust, governmental agency or department or other entity that the Trust determines has undertaken or will undertake any part of the Contract. The Trust shall provide the Contractor written notice of any such transfer and assignment. Such transfer and assignment shall relieve the Trust of any further liability or obligation hereunder.

5. State or City Not a Party. The State of New York, including its Office of Parks, Recreation and

Historic Preservation and its Department of Environmental Conservation, and the City of New York are not parties to this Contract and in no way shall either be responsible to any party for any claims of any nature whatsoever arising or which may arise from this Contract unless the State or the City expressly takes over the Contract and then only as to claims arising after such Contract is taken over by either New York State or New York City.

6. Entire Agreement/Amendment. The Contract constitutes the entire agreement between the parties hereto and no statement, promise, condition, understanding, inducement, or representation, oral or written, express or implied, which is not contained in the Contract shall be binding or valid and the Contract shall not be changed, modified or altered in any manner except by an instrument in writing executed by the parties hereto.

7. Interests of Others. Nothing in the Contract shall be construed to give any person other than the Trust and Contractor any legal or equitable right, remedy or claim. The Contract shall be held to be for the sole and exclusive benefit of the Trust and Contractor.

8. Modification. No change, termination or attempted waiver of any of the provisions of the Contract shall be binding unless evidenced in a writing signed by both parties.

9. Severability. If any term or provision of the Contract or the application thereof to any person or in any circumstance shall to any extent be determined to be invalid or unenforceable, the remaining provisions of the Contract, or the application of such terms or provisions to persons or circumstances other than those as to which it is found to be invalid or unenforceable, shall in no way be affected thereby, and each term and provision of the Contract shall be valid and binding upon the parties, and enforced to the fullest extent permitted by law.

10. Captions. Captions contained in the Contract are inserted only as a matter of convenience and shall not affect the construction or interpretation of any of the provisions hereof.

11. Anti-Bribery.

(a) In performing its obligations under this Contract, Contractor will ensure that it (and its suppliers, subconsultants and other participants in its supply chains) will conduct its business and perform its obligations under this Contract, to ensure compliance with all applicable commercial and public anti-bribery laws (“Anti-Bribery Laws”), including the U.S. Foreign Corrupt Practices Act of 1977.

Furthermore, Contractor will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. “Government officials” include any government employee; candidate for public office; and employee of

Contract No. G8720 Page 15 government-owned or government-controlled companies, public international organizations, and political parties.

(b) Contractor will make commercially reasonable and good faith efforts to comply with the Trust’s anti-bribery due diligence process, including, without limitation, providing information requested by the Trust. The Contractor will implement due diligence procedures for its own suppliers, subconsultants and other participants in its supply chains to ensure that there are no anti-bribery law violations in its supply chains that serve the Contract Work.

(c) Contractor agrees to include in all subcontracts terms that are at least as protective of the Trust as the terms of this Contract, including compliance with Anti-Bribery Laws. Contractor remains responsible for compliance of such subconsultants and its personnel in all respects with this Contract.

(d) Contractor will keep complete and accurate records relating to this Contract. During the Term, the Trust may audit Contractor’s relevant records to confirm Contractor’s compliance with this Section.

The auditor will only have access to those books and records of Contractor which are reasonably necessary to confirm such compliance.

(e) The Trust may terminate this Contract immediately upon written notice to Contractor if the Trust proves that Contractor has violated or caused the Trust to violate any Anti-Bribery Laws.

Contract No. G8720 Page 16

PART III

APPENDICES

APPENDIX A STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS

APPENDIX B SCOPE OF SERVICES

APPENDIX C FEE AND COST SCHEDULE

APPENDIX D INSURANCE REQUIREMENTS

Contract No. G8720 Page 17

APPENDIX A

STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS

The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, “the contract” or “this contract”) agree to be bound by the following clauses which are hereby made a part of the contract (the word “Contractor” herein refers to any party other than the State, whether a contractor, licenser, licensee, lessor, lessee or any other party):

1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have no liability under this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract.

2. NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance Law, this contract may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the State’s previous written consent, and attempts to do so are null and void. Notwithstanding the foregoing, such prior written consent of an assignment of a contract let pursuant to Article XI of the State Finance Law may be waived at the discretion of the contracting agency and with the concurrence of the State Comptroller where the original contract was subject to the State Comptroller’s approval, where the assignment is due to a reorganization, merger or consolidation of the Contractor’s business entity or enterprise. The State retains its right to approve an assignment and to require that any Contractor demonstrate its responsibility to do business with the State. The Contractor may, however, assign its right to receive payments without the State’s prior written consent unless this contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law.

3. COMPTROLLER’S APPROVAL. In accordance with Section 112 of the State Finance Law, if this contract exceeds $50,000 (or $75,000 for State University of New York or City University of New York contracts for goods, services, construction and printing, and $150,000 for State University Health Care Facilities) or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount, or if, by this contract, the State agrees to give something other than money when the value or reasonably estimated value of such consideration exceeds $25,000, it shall not be valid, effective or binding upon the State until it has been approved by the State Comptroller and filed in his office. Comptroller’s approval of contracts let by the Office of General Services, either for itself or its customer agencies by the Office of General Services Business Services Center, is required when such contracts exceed $85,000. Comptroller’s approval of contracts established as centralized contracts through the Office of General Services is required when such contracts exceed $125,000, and when a purchase order or other procurement transaction issued under such centralized contract exceeds $200,000.

4. WORKERS’ COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers’ Compensation Law.

5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment, nor subject any individual to harassment, because of age, race, creed, color, national origin, citizenship or immigration status, sexual orientation, gender identity or expression, military status, sex, disability, predisposing genetic characteristics, familial

Contract No. G8720 Page 18 status, marital status, or domestic violence victim status or because the individual has opposed any practices forbidden under the Human Rights Law or has filed a complaint, testified, or assisted in any proceeding under the Human Rights Law. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability:

(a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation.

6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither Contractor’s employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department.

Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. Additionally, effective April 28, 2008, if this is a public work contract covered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment by the State of any State approved sums due and owing…