General Consultant Services.pdf

PSC GP (GCS)

Rev. Date: April 2026

THE CITY OF PHILADELPHIA

PROFESSIONAL SERVICES CONTRACT

GENERAL PROVISIONS

FOR

GENERAL CONSULTANT SERVICES

i

The City of Philadelphia Professional Services Contract

General Provisions General Consultant Services

TABLE OF CONTENTS

Page(s) Article I: Definitions

1.1 ADA

1.2 Additional Services and Materials

1.3 Additional Term

1.4 Amendment

1.5 Applicable Law

1.6 Applicant

1.7 Appropriated Fiscal Year

1.8 Certification of Restrictions on Lobbying

1.9 Charter

1.10 City

1.11 City Council

1.12 City Data

1.13 Code

1.14 Commonwealth

1.15 Consultant

1.16 Contract

1.17 Contract Cost Principles

1.18 Contract Documents

1.19 Contributions

1.20 Department

1.21 Event of Default

1.22 Event of Insolvency

1.23 Fiscal Year

1.24 General Provisions

1.25 Initial Term

1.26 Interpretation; Number; Gender

1.27 Materials

1.28 Non-Competitively Bid Contract

1.29 Party; Parties

1.30 Person

1.31 Personal Information

1.32 Provider

1.33 Provider Agreement

1.34 Responsible Official

1.35 Scope of Services

1.36 Services

1.37 Subcontract

ii

1.38 Subcontractor

1.39 Suspension Notice

1.40 Suspension Period

1.41 Term

1.42 Termination Notice

Article II Term

2.1 Initial Term

2.2 Additional Terms

Article III: Provider’s Duties and Covenants

3.1 Performance Requirements

3.2 Compliance with Applicable Law

3.3 Additional Services and Materials; Change in Scope of Services

3.4 Responsibility

3.5 Relationship with the City

3.6 Time Frame for Submissions

3.7 Prompt Payment by Provider

3.8 Sales and Use Tax

3.9 Subcontracts

Article IV: Provider’s Representations and Warranties

4.1 Provider’s Representations and Warranties

(a) Good Standing

(b) Authority to Act

(c) No Litigation Preventing Performance

(d) Requisite Licensure and Qualifications

(e) No Adverse Interests

(f) No Indebtedness to the City

(g) Commercial Activity License

(h) Non-Suspension; Debarment

(i) Additional Representations and Warranties Article V: Compensation

5.1 Certification of Available Funds

5.2 Unavailability of Funds

5.3 Crossing Fiscal Years

5.4 Allowability of Cost Items

5.5 Reimbursement

Article VI: Audits; Inspection Rights; Records

6.1 City Audit

6.2 Inspection

6.3 Availability of Records

6.4 Retention of Records

6.5 Audits Pursuant to Section 6-400 of the Home Rule Charter iii

Article VII: Assignment

7.1 Assignment by Provider

7.2 Applicability to Event of Insolvency

7.3 Personal Services

Article VIII: Independent Contractor; Indemnification; Litigation Cooperation

8.1 Independent Contractor

8.2 Indemnification

8.3 Litigation Cooperation

8.4 Notice of Claims

Article IX: Insurance

9.1 Insurance Policies

(a) Workers’ Compensation and Employers’ Liability

(b) General Liability Insurance

(c) Automobile Liability Insurance

(d) Professional Liability Insurance

9.2 Self-Insurance

9.3 Evidence of Insurance Coverage

9.4 Fidelity Bond; Crime Insurance

Article X: Ownership of Materials; Proprietary Information; Confidentiality

10.1 Ownership of Materials

10.2 Non-Disclosure and Destruction of Data

Article XI: Events of Default

11.1 Events of Default

11.2 Notice and Cure

Article XII: Remedies

12.1 The City’s Remedies

12.2 Concurrent Pursuit of Remedies; No Waiver

Article XIII: Termination and Suspension

13.1 Termination or Suspension for Any Reason

13.2 Provider’s Responsibilities Upon Termination or Suspension

13.3 Payment of Provider Upon Termination or Suspension

13.4 Suspension

Article XIV: Additional Representations and Covenants of Provider Relating to Certain Applicable Laws

14.1 Non-Discrimination; Fair Practices

14.2 Chapter 17-400 of The Philadelphia Code: Exclusionary Private Organizations

14.3 Antidiscrimination and Equal Opportunity in Contracting

14.4 Federal Laws

14.5 Americans with Disabilities Act

iv

14.6 Northern Ireland

14.7 Limited English Proficiency

14.8 Business, Corporate and Slavery Era Insurance Disclosure

14.9 Terms and Conditions Relating to Protected Health Information

14.10 Chapter 17-1300 of The Philadelphia Code: Philadelphia 21st Century Minimum Wage and Benefits Standard

14.11 Chapter 17-1400 of The Philadelphia Code: Contributions and Other Mandatory Disclosures

14.12 Gifts

14.13 Chapter 17-1900 of The Philadelphia Code: Equal Benefits Ordinance

14.14 Appropriations Act

Article XV: Miscellaneous

15.1 Governing Law

15.2 Amendments; Waiver

15.3 Integration

15.4 No Joint Venture

15.5 No Third-Party Beneficiaries

15.6 Counterparts

15.7 Severability and Partial Invalidity

15.8 Survival

15.9 Determination of Disputes

15.10 Interpretation; Order of Precedence

15.11 Headings

15.12 Statutes and Other Citations

15.13 Days

15.14 Forum Selection Clause; Consent to Jurisdiction

15.15 Waiver of Jury Trial

15.16 Notices

The City of Philadelphia Professional Services Contract

General Provisions General Consultant Services

GENERAL PROVISIONS

ARTICLE I: DEFINITIONS

1.1. ADA has the meaning set forth in Section 14.5 (Americans with Disabilities Act) below.

1.2. Additional Services and Materials has the meaning set forth in Section 3.3 (Additional

Services and Materials; Change in Scope of Services) below.

1.3. Additional Term has the meaning set forth in Section 2.2 (Additional Terms) below.

1.4. Amendment means a written modification or change to any Contract Document signed by both Parties and, as to the City, approved by the Law Department.

1.5. Applicable Law means all applicable present and future federal, state or local laws, ordinances, executive orders, rules, regulations and all court orders, injunctions, decrees and other official interpretations thereof of any federal, state or local court, administrative agency or governmental body, including the City, the Commonwealth and the United States of America.

Applicable Law includes, without limitation, the Charter, the Code, all public health guidance issued or promulgated by the City, and the specific laws set forth in Article XIV (Additional Representations and Covenants of Provider Relating to Certain Applicable Laws) below, each as amended from time to time.

1.6. Applicant means a Person who has filed an application to be awarded a Non- Competitively Bid Contract.

1.7. Appropriated Fiscal Year has the meaning set forth in Section 5.3 (Crossing Fiscal Years) below.

1.8. Certification of Restrictions on Lobbying, if required in the Contract Documents, means a certificate concerning lobbying referenced in or made part of the Contract Documents.

1.9. Charter means the Philadelphia Home Rule Charter, as it may be amended from time to time.

1.10. City means The City of Philadelphia, a corporation and body politic existing under the laws of the Commonwealth, and includes its various executive and administrative departments, agencies, boards and commissions, including the Department and City Council. The City is a City of the First Class under the laws of the Commonwealth.

1.11. City Council means the Council of The City of Philadelphia, as described in Article II of the Charter. City Council is the legislature of the City.

1.12. City Data means any and all records, documents and data furnished by the City to Provider in relation to the work required under the Contract; and all deliverables, work product(s), items of work and other Materials created by Provider as part of, or to perform work required under, the Contract. “City Data” does not, however, include any information that was known to Provider, prior to the commencement of its performance of the Contract, free of any obligation to keep it confidential; is proprietary to Provider; was generally known to the public at the time of receipt by Provider, or becomes generally known to the public through no act or omission of

Provider; or was independently developed by Provider, unrelated to work performed for the City, and without knowledge or use of any information obtained from the City.

1.13. Code means The Philadelphia Code of Ordinances, as it may be amended from time to time.

1.14. Commonwealth means the Commonwealth of Pennsylvania.

1.15. Consultant has the meaning set forth in Section 17-1401 of the Code.

1.16. Contract means the agreement of the Parties evidenced by the Contract Documents.

References to this “Contract” shall mean this Contract as the same may be in effect at the time such reference becomes operative.

1.17. Contract Cost Principles means the “City of Philadelphia Contract Cost Principles and Guidelines,” as amended from time to time. This document specifies the Department’s guidelines for the qualitative and quantitative evaluation of contract services and materials, the determination of allowable costs, and the standards to determine the allowability of individual cost items. Copies are available from the Department upon request.

1.18. Contract Documents means these General Provisions, the Provider Agreement, and any and all other documents or exhibits incorporated by reference in either the General Provisions or the Provider Agreement, and any and all Amendments to any of these documents.

1.19. Contributions has the meaning set forth in the Pennsylvania Election Code (25 P.S.

§ 3241).

1.20. Department means the department, board, commission or agency of the City of Philadelphia defined as the Department in the introductory paragraph of the Provider Agreement or Amendment.

1.21. Event of Default means an event defined and identified in or pursuant to Section 11.1 (Events of Default) below.

1.22. Event of Insolvency means (a) the filing of a voluntary petition by or for Provider under the Federal Bankruptcy Code or any similar state or federal law; (b) the filing of an involuntary petition against Provider under the Federal Bankruptcy Code or any similar state or federal law which remains undismissed for a period of forty-five (45) days; (c) Provider’s making of an assignment for the benefit of creditors; (d) the appointment of a receiver for Provider or for the property or assets of Provider, if such appointment is not vacated within forty-five (45) days thereafter; (e) Provider’s participation as a bankrupt, insolvent, or party in liquidation in any other proceeding under any bankruptcy or insolvency law or liquidation law, voluntary or otherwise; (f) Provider’s inability to pay its obligations as they mature; or (g) Provider’s insolvency as otherwise defined under any Applicable Law.

1.23. Fiscal Year means the fiscal year of the City, which starts on July 1 of the preceding calendar year and expires on the following June 30.

1.24. General Provisions means this document, entitled “The City of Philadelphia Professional Services Contract General Provisions for General Consultant Services,” which contains the standard provisions required by the City in its consultant professional services contracts, and all exhibits or documents identified or incorporated in these General Provisions, as it or they may be amended from time to time.

1.25. Initial Term has the meaning set forth in Section 2.1 (Initial Term) below.

1.26. Interpretation; Number; Gender. The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Contract as a whole, including all of the Contract Documents, and not to any particular article, section, subsection or clause contained in the Contract Documents. Unless the context requires otherwise, words used in the singular shall be construed to include the plural and vice versa, and pronouns of any gender shall be deemed to include the masculine, feminine and neuter genders.

1.27. Materials means any and all reports, records, documents, documentation, information, supplies, plans, original drawings, specifications, computations, sketches, renderings, arrangements, videos, pamphlets, advertisements, statistics, and other data, computer tapes, computer software, and other tangible work product or materials prepared, developed or obtained by Provider in connection with the Services, directly or through a Subcontractor, and supplied to the City or at the City’s direction pursuant to this Contract.

1.28. Non-Competitively Bid Contract has the meaning set forth in Section 17-1401 of the Code.

1.29. Party means either the City or Provider; “Parties” means the City and Provider.

1.30. Person means any individual, sole proprietorship, association, company, firm, partnership, limited partnership, joint venture, corporation, limited liability company or other form of entity or association recognized at law.

1.31. Personal Information means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly to, a particular individual.

1.32. Provider means the Party providing Services and Materials to or at the direction of the City under the Contract.

1.33. Provider Agreement means the instrument by that name, part of the Contract Documents, which sets forth terms, covenants and conditions specific to Provider’s initial engagement.

1.34. Responsible Official means the director, commissioner or other head of the Department.

1.35. Scope of Services means the portion(s) of the Contract Documents, typically attached as an exhibit or as exhibits, setting forth the Services to be rendered and Materials to be provided under this Contract, the time frames within which the Services are to be rendered and the Materials are to be provided, and other requirements Provider must satisfy in rendering the Services and providing the Materials.

1.36. Services means the work to be performed under this Contract as specified in the Contract Documents.

1.37. Subcontract means a contract made between Provider and a Subcontractor providing for the completion of some part or parts of the Services or Materials by a Subcontractor.

1.38. Subcontractor means a Person performing under a contract with Provider some part of the Services or Materials.

1.39. Suspension Notice means notice of full or partial suspension of the Contract served by the City on Provider pursuant to Section 13.1 (Termination or Suspension for Any Reason) below.

1.40. Suspension Period has the meaning set forth in Section 13.4 (Suspension) below.

1.41. Term means the Initial Term and any Additional Term.

1.42. Termination Notice means notice of full or partial termination of the Contract served by the City on Provider pursuant to Section 13.1 (Termination or Suspension for Any Reason) below.

ARTICLE II: TERM

2.1. Initial Term. The initial term (“Initial Term”) of this Contract is set forth in Section

2.1 of the Provider Agreement. The Initial Term cannot exceed one (1) year without authorization by ordinance of City Council.

2.2. Additional Terms.

(a) The City may, at its sole option, amend this Contract to add one (1) or more terms (each an “Additional Term”), such that the Initial Term and all Additional Terms combined do not exceed five (5) years, unless otherwise expressly set forth in the Provider Agreement. No Additional Term can exceed one (1) year without authorization by ordinance of City Council. The City is expected to give Provider thirty (30) days’ written notice of its intent to amend this Contract to add an Additional Term prior to each Additional Term.

(b) In addition, the City may amend the Contract to add one or more Additional Terms to maintain necessary Services and Materials for the City pending the procurement process for a new contract for additional services and materials or solely to complete existing work.

(c) There shall be no liability or penalty to the City for electing not to amend the term of this Contract to add one or more Additional Terms.

(d) At the City’s request, Provider shall promptly execute a Contract Document providing for an Additional Term. Unless otherwise stated in the Provider Agreement or in any Amendment, the same terms and conditions applicable in the Contract Documents prior to the Amendment shall apply in each Additional Term.

(e) Each Additional Term shall be subject to the availability of funds appropriated by City Council for such Additional Term. Each Amendment for an Additional Term of this Contract is a separate contract between the City and Provider.

ARTICLE III: PROVIDER’S DUTIES AND COVENANTS

3.1. Performance Requirements. Provider shall provide all Services and Materials in accordance with this Contract and applicable professional standards. All payments to Provider are contingent upon satisfactory performance of the terms and conditions set forth in this Contract, as determined in the sole discretion of the Responsible Official.

3.2. Compliance with Applicable Law. Provider shall comply with the requirements of all Applicable Law with respect to Provider’s activities, Services, Materials and facilities used in connection with any aspect of this Contract. Provider shall access, use, store, and disclose Personal Information in accordance with Applicable Law and as applicable, Section 10.2 (Non-Disclosure and Destruction of Data). See also Section 14.9 (Terms and Conditions Relating to Protected

Health Information). Provider shall inform the Responsible Official, in writing, of any notices of violations of any Applicable Law within forty-eight (48) hours of Provider’s receipt thereof and shall correct any violations within the time prescribed by law, or immediately in the case of any emergency.

3.3. Additional Services and Materials; Change in Scope of Services. At any time during the Term of this Contract, the City may, by written change order or request delivered by notice to Provider, make changes to the Scope of Services under this Contract, and the Parties will, if appropriate, negotiate an adjustment in compensation, subject to the availability of funds appropriated by City Council, if necessary. Provider shall not commence to perform or provide, and the City shall not pay for, any services or materials not included in this Contract (the “Additional Services and Materials”) unless and until Provider receives written pre-authorization (by change order or other request) from the Responsible Official that specifies the Additional Services and Materials to be provided. In no event shall the rates charged by Provider for said Additional Services and Materials exceed the lowest of (a) Provider’s then current standard rates for such Services or Materials; (b) such rates as the City and Provider may have negotiated for this Contract, as set forth in the Contract Documents; or (c) the lowest rate or rates that Provider may then be charging to other purchasers of like services and materials. If Provider requests changes to the Scope of Services, Provider must demonstrate to the satisfaction of the City, in its sole discretion, that the changes are necessary and not due to the acts or omissions of Provider. The City shall not pay Provider additional compensation above the limit set forth in the Provider Agreement unless a written Amendment to this Contract increasing the applicable limit is duly executed by the Parties. The City shall have no responsibility or liability whatsoever for any fee, or for costs incurred by Provider for any services, materials or other costs or expenses, other than the Services and Materials and any duly approved Additional Services and Materials.

3.4. Responsibility.

(a) Notwithstanding the acceptance and approval by the City of any Services performed or Materials provided, Provider shall continue to be responsible for the professional quality, technical accuracy and the coordination of all Materials and Services provided by Provider under this Contract. Provider shall, upon written request by the Responsible Official, publicly confirm whether the Materials and Services met all applicable standards, including those under Section 3.1 (Performance Requirements) and this Section, and publicly present the Materials and Services to the satisfaction of the City. Provider shall, without additional compensation, correct any errors, defects, deficiencies or omissions in Provider’s Materials and Services. The requirements of this Section shall survive the termination or expiration of the Contract.

(b) The City’s review, approval or acceptance of, or payment for, any of the Materials and Services required under this Contract shall not constitute any representation, warranty, or guaranty by the City as to the substance or quality of the matter reviewed, approved or accepted and shall not be construed to operate as a waiver or estoppel of any of the City’s rights or privileges under this Contract or of any cause of action arising out of the performance of this Contract. No Person shall have any right to rely in any way on the City’s review, approval or acceptance of Provider’s Services or Materials. Provider shall be and remain liable in accordance with this Contract and Applicable Law for all damages to the City caused by Provider or the Services or Materials provided by Provider. Review, approval or acceptance by the City or the Responsible Official under this Contract shall not constitute approval otherwise required by any City department, board, commission or other regulatory agency in the exercise of such department’s, board’s, commission’s or agency’s independent regulatory authority or police powers under Applicable Law.

(c) Without limiting Provider’s responsibility as set forth above, if any act or omission of Provider or error or deficiency or omission in the Services or Materials provided by Provider requires any change in the Scope of Services or any portion thereof, Provider shall promptly complete such change at no additional cost to the City.

3.5. Relationship with the City. Neither Provider’s personnel nor any Subcontractor personnel shall be employees of the City. Provider shall notify the City of any Provider personnel or any Subcontractor personnel who have any employment or other contractual relationship or agency relationship with the City.

3.6. Time Frame for Submissions. Provider shall perform any and all Services and shall submit any and all Materials required by this Contract within the time frames set forth in the Scope of Services attached as an exhibit to the Provider Agreement or as mutually agreed upon in writing by the City and Provider. Absent any such written time frames, Provider shall perform its obligations under this Contract diligently and promptly and before the scheduled expiration of the Term.

3.7. Prompt Payment by Provider. Provider shall pay promptly all Persons which have furnished labor or supplies in connection with the Services, the Materials or this Contract, including, without limitation, Subcontractors and suppliers. Provider shall provide, upon request of the City, reasonable evidence that these Persons have been fully and timely paid.

3.8. Sales and Use Tax. The City is not subject to federal, state or local sales or use taxes or federal excise tax. Provider hereby assigns to the City all of its right to and title and interest in any sales or use tax that may be refunded as a result of any materials, including any Materials, purchased or services, including any Services, rendered in connection with this Contract. Unless directed otherwise by the City, Provider shall not file a claim for any sales or use tax refund subject to this assignment. Provider authorizes the City, in its own name or the name of Provider, to file a claim for a refund of any sales or use tax subject to this assignment.

3.9. Subcontracts.

(a) Provider shall not delegate or enter into any Subcontract for the performance of any of its obligations under this Contract, in whole or in part, without on each occasion first obtaining the written consent of the Responsible Official.

(b) Provider shall submit to the Responsible Official copies of all proposed Subcontract(s) to be entered into by Provider, along with Provider’s written request for the City’s consent. All such Subcontracts must specify, effective on the date of the Subcontract, that:

(1) Work performed by Subcontractor shall be in conformity with the terms of this Contract.

(2) Nothing contained in such Subcontract shall be construed to impair the rights of the City under this Contract.

(3) The City’s consent to or approval of any Subcontract shall not create any obligation of the City to any Subcontractor.

(4) Nothing contained in such Subcontract, or under this Contract, shall create any obligation of the City to any Subcontractor.

(5) The City is expressly designated a third-party beneficiary of the Subcontract.

(6) Upon request by the City, at the City’s sole option, and upon receipt of written notice from the City stating that this Contract between the City and Provider has been terminated, Subcontractor shall continue to perform its obligations under the Subcontract for the benefit of the City in conformity with the terms and conditions of this Contract, provided the City pays Subcontractor for the Services rendered and Materials provided by Subcontractor from and after the date of the termination of this Contract between the City and Provider at the same rate or in the same amount as set forth in the Subcontract for those Services and Materials provided by Subcontractor after such date of termination.

(7) Subcontractor shall be bound by the same terms, covenants and conditions as Provider under this Contract, including, without limitation, confidentiality, maintenance and preservation of records, and audit by government representatives.

(8) Subcontractor presently, fully and unconditionally assigns, transfers and sets over to the City all of Subcontractor’s right to and title and interest in any sales and use tax which may be refunded as a result of a claim for refund for any materials purchased in connection with the Subcontract or this Contract, and otherwise has all obligations to the City that Provider has pursuant to Section 3.8 (Sales and Use Tax) above.

(9) Subcontractor shall not be indebted to the City and shall have all obligations to the City that Provider has pursuant to Subsection 4.1(f) (No Indebtedness to the City) and Subsection 4.1(g) (Commercial Activity License) below.

(10) Subcontractor shall comply with Chapter 17-400 (Payment or Reimbursement of Employee Expenses Associated with the Use of Exclusionary Private Organizations) of the Code and shall have all obligations to the City and to Provider that Provider has pursuant to Section

14.2 (Chapter 17-400 of The Philadelphia Code: Exclusionary Private Organizations) below.

(11) Subcontractor shall comply with Section 17-104 (Prerequisites to the Execution of City Contracts) of the Code and shall have all obligations to the City that Provider has pursuant to Sections 14.6 (Northern Ireland) and 14.8 (Business, Corporate and Slavery Era Insurance Disclosure) below.

(12) Subcontractor shall comply with Chapter 17-1300 (Philadelphia 21st Century Minimum Wage and Benefits Standard) of the Code to the extent it is applicable to a Subcontractor that is also a Service Contractor (as defined in Chapter 17-1300) providing Services under the Subcontract, and to subcontractors at any tier that are also Service Contractors providing Services under this Contract. Provider shall notify its Subcontractors of these provisions; shall expressly incorporate this paragraph and Section 14.10 (Chapter 17-1300 of The Philadelphia Code:

Philadelphia 21st Century Minimum Wage and Benefits Standard) below, with appropriate adjustments for the identity of the parties, in each Subcontract; and shall require its Subcontractors to include such terms in any lower-tier subcontract that is, or may become, covered by Chapter 17- 1300.

(13) Subcontractor is and shall remain eligible for contracts with the City subject to Chapter 17-1400 (Non-Competitively Bid Contracts; Financial Assistance) of the Code, and shall have all obligations to Provider that Provider has to the City pursuant to Section 14.11(Chapter 17-1400 of The Philadelphia Code: Contributions and Other Mandatory Disclosures) below.

(c) No Subcontract shall relieve Provider of any obligation under this Contract.

Provider shall be as fully responsible for the acts and omissions of its Subcontractors and Persons either directly or indirectly employed or retained by them as it is for the acts and omissions of Provider and Persons directly or indirectly employed or retained by Provider.

(d) Any purported Subcontract made in violation of this Section 3.9 or of any other section in this Contract shall be null and voidable, at the City’s option, and Provider shall itself be deemed to have made the commitments required of that Subcontractor under Section 3.9(b) hereof.

(e) City-Related Agencies. If Provider is a City-Related Agency, as defined in Section 17-1401 of the Code, then:

(1) Provider shall abide by the provisions of Chapter 17-1400 (Non-Competitively Bid Contracts; Financial Assistance) of the Code in awarding any Subcontract(s) pursuant to this Contract as though such Subcontracts were directly subject to the provisions of Chapter 17-1400, except that the exception set forth at Section 17-1406(8) shall apply to Provider as if Provider were listed in that subsection.

(2) Unless approved by the City to the contrary, any approvals required by Chapter 17-1400 of the Code to be performed by the City Solicitor shall be performed by Provider’s General Counsel; any approvals required to be performed by the Director of Finance shall be performed by Provider’s Chief Financial Officer; and any approvals required to be performed by the Mayor shall be performed by Provider’s Executive Director.

ARTICLE IV: PROVIDER’S REPRESENTATIONS AND WARRANTIES

4.1. Provider’s Representations and Warranties. Provider makes the following representations and warranties upon which the City has relied as a material consideration for the execution and delivery by the City of this Contract, including, but not limited to, those set forth in this Article IV. The representations and warranties stated below shall continue throughout the Term of this Contract. In the event any representation or warranty is or becomes untrue or inaccurate, Provider shall promptly give notice thereof to the City, specifying the manner in which said representation or warranty is untrue or inaccurate. False statements to the City in or in connection with this Contract, in or pursuant to any representation or warranty made in this Article IV or otherwise, are subject to the penalties of 18 Pa. C.S. § 4904 relating to unsworn falsification to authorities, which may include fines and imprisonment.

(a) Good Standing. If Provider is not an individual, Provider is a business corporation, limited liability company, partnership, limited partnership or other business entity duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization. Provider is duly licensed, qualified and in good standing in the Commonwealth and in all jurisdictions in which it conducts business activities relating in any way to the performance of the Services and delivery of the Materials under this Contract, including, but not limited to, the jurisdiction in which Provider is organized. If Provider is a not-for-profit corporation or otherwise an entity determined to be tax-exempt pursuant to Section 501(c) of the Internal Revenue Code by the Internal Revenue Service, then Provider has procured, and shall maintain in full force and effect, all consents and approvals necessary in connection with such tax-exempt and non-profit status.

(b) Authority to Act. Provider has full legal power and authority to execute and deliver this Contract, and provide the Services and Materials as set forth herein. Provider has duly authorized by all necessary actions the execution and delivery of this Contract on behalf of Provider by the individual or individuals signing the Provider Agreement or any Amendment. This Contract is the legal, valid and binding obligation of Provider, enforceable against Provider in accordance with the terms set forth herein. The execution and delivery of this Contract by Provider will not result in a default under or a breach or violation of (1) Provider’s certificate or articles of incorporation or bylaws, partnership agreement, limited liability company operating agreement or other pertinent organizational documents, as applicable; (2) any Applicable Law or any judgment, decree order, license, permit or other instrument or obligation to which Provider is now a party or by which Provider may be bound or affected; and (3) Provider’s tax-exempt status, if applicable.

No further consent, approval or authorization is required of any regulatory authority or governmental agency, or of any shareholder, partner, member, manager or other party related to Provider.

(c) No Litigation Preventing Performance. There is no litigation, claim, consent order, settlement agreement, arbitration, agency proceeding, investigation, challenge or other proceeding pending or threatened against Provider, its properties or business or any individuals acting on Provider’s behalf, including, without limitation, Subcontractors, in which any Person seeks to enjoin or prohibit Provider from entering into or performing its obligations under this Contract.

(d) Requisite Licensure and Qualifications. Provider and all Persons acting on Provider’s behalf, including, without limitation, Subcontractors, in connection with the Services and Materials under this Contract, possess and, at all times during the Term of this Contract, shall possess all licenses, certifications, qualifications or other credentials required in accordance with Applicable Law and the terms of this Contract, to perform the Services and provide the Materials.

Provider shall provide the City with copies of all licenses, credentials and certifications required under this Section 4.1 within five (5) days of request by the City.

(e) No Adverse Interests. Except as disclosed in writing and approved in advance by the Responsible Official, neither Provider nor any of its directors, officers, members, partners, employees, agents, or Subcontractors has any interest, or will acquire any interest, directly or indirectly, that would or may conflict in any manner or degree with the performance or rendering of the Services and Materials.

(f) No Indebtedness to the City. Provider and any and all entities controlling Provider, under common control with Provider or controlled by Provider are not currently indebted to the City, and will not at any time during the Term of this Contract (including any Additional Term(s)) be indebted to the City, for or on account of any delinquent taxes (including, but not limited to, taxes collected by the City on behalf of the School District of Philadelphia), water bills, sewer bills, liens, judgments, fees or other debts for which no written agreement or payment plan satisfactory to the City has been established. Provider shall remain current during the Term of this Contract under all such agreements and payment plans and shall inform the Responsible Official in writing of Provider’s receipt of any notices of delinquent payments under any such agreement or payment plan within five (5) days after receipt. In addition to any other rights or remedies available to the City at law or in equity, Provider acknowledges that any breach or failure to conform to this representation, warranty, and covenant may, at the option of the City, result in the withholding of payments otherwise due to Provider under this Contract or any other agreement with the City under which the City may then owe payment of any kind, and, if such breach or failure is not resolved to the City’s satisfaction within a reasonable time frame specified by the City in writing, may result in the offset of any such indebtedness against said payments or the termination of this Contract for default (in which case Provider shall be liable for all excess costs and other damages resulting from the termination), or both.

(g) Commercial Activity License. If Provider is a “business” as defined in Section 19-2601 of the Code, Provider has and shall maintain during the Term of this Contract, a valid, current Commercial Activity License, issued by the City’s Department of Licenses and Inspections, to do business in the City.

(h) Non-Suspension; Debarment. Provider and all individuals acting on Provider’s behalf, including, without limitation, Subcontractors, are not under suspension or debarment from doing business with the Commonwealth, any other state, or the federal government, or any department, agency or political subdivision of any of the foregoing. If Provider cannot so warrant, then Provider shall submit to the Responsible Official a full, complete written explanation as to why Provider cannot so warrant. Provider shall reimburse the City for the reasonable cost of investigation incurred by the City or the Commonwealth of Pennsylvania Office of Inspector General for investigation of Provider’s compliance with the terms of this or any other contract between Provider and the City which results in the suspension or debarment of Provider. Such costs shall include, but are not limited to, salaries of investigators, including overtime, travel and lodging expenses, expert witness and documentary fees and attorney fees and expenses. Except for its own costs, Provider shall not be responsible for costs of investigations that do not result in the suspension or debarment of Provider or a Subcontractor.

(i) Additional Representations and Warranties. The enumeration of representations and warranties in this Article IV does not negate or limit Provider’s other representations, warranties, and covenants under the Contract, including elsewhere in the General Provisions.

ARTICLE V: COMPENSATION

5.1. Certification of Available Funds. Provider acknowledges that payments under this

Contract, and the City’s obligation to make such payments, shall not exceed the amount certified by or on behalf of the City’s Director of Finance as available for this Contract. A copy of the form signed by the Office of the Director of Finance showing the amount of currently available funds will be attached to the fully executed Contract returned to Provider. During the Initial Term and any Additional Term(s) of this Contract, the City reserves the right to fund any remaining balance of this Contract amount in varying amounts from time to time as funds become available, not to exceed in total the maximum amount stated in this Contract. Provider agrees that the City shall not be obligated to fund this Contract except out of funds certified by or on behalf of the City’s Director of Finance as currently available, even if those funds are less than the maximum amount stated in this Contract. If sufficient funds are not certified as available at any time, the City may exercise its options described in Section 5.2 (Unavailability of Funds) below.

5.2. Unavailability of Funds. If funding for this Contract from any source is not obtained and continued at an aggregate level sufficient to allow for payment for the Services performed and Materials delivered under this Contract, the City may exercise one of the following options without liability or penalty to the City:

(a) Terminate this Contract effective upon a date specified in a Termination Notice; or

(b) Continue this Contract by reducing, through written notice to Provider, the amount of this Contract and Services and Materials, consistent with the nature, amount and circumstances of available funding.

The City’s exercise of either option under this Section 5.2 shall not affect any obligations or liabilities of either Party accruing prior to such termination or reduction of Services or Materials.

Provider shall be compensated in accordance with the terms of this Contract for Services and Materials satisfactorily performed and delivered prior to such termination or modification of this Contract under this Section 5.2.

5.3. Crossing Fiscal Years. If any portion of the compensation set forth in this Contract is to be paid in any City fiscal year following the fiscal year in which the Initial Term or any Additional Term of this Contract commences (in either case, “Appropriated Fiscal Year”), Provider understands and agrees that the portion of the compensation under this Contract payable with City funds for any period following the Appropriated Fiscal Year is subject to the discretion of City Council as to future appropriations. If, for any reason, funds for any such portion of the compensation are not appropriated by City Council in any Fiscal Year following the Appropriated Fiscal Year, this Contract and the City’s liability under this Contract shall automatically terminate at the end of the then current Appropriated Fiscal Year; provided, however, that Provider shall be compensated in accordance with the terms of this Contract for Services and Materials satisfactorily performed and delivered prior to the end of the then current Appropriated Fiscal Year, subject to the other provisions of this Article V.

5.4. Allowability of Cost Items. All payments by the City under this Contract are subject to the limitations on the allowability of cost items imposed by the Contract Cost Principles.

5.5. Reimbursement. The Provider shall promptly reimburse the City for all sums paid to the Provider by the City as a result of any inaccurate, false, fictitious or fraudulent billings, invoices, contract overcharges, overpayments, and the like, and any costs which are incurred by the City as a result.

ARTICLE VI: AUDITS; INSPECTION RIGHTS; RECORDS

6.1. City Audit. From time to time during the Term, and for a period of five (5) years after the expiration or termination of this Contract, the City may audit any and all aspects of Provider’s performance under this Contract, including, but not limited to, its billings and invoices. Audits may be conducted by representatives, agents or contractors of the City, including the Department, or other authorized City representatives, including, without limitation, the City Controller. If requested by the City, Provider shall submit to the City all vouchers or invoices presented for payment pursuant to this Contract, all cancelled checks, work papers, books, records and accounts upon which the vouchers or invoices are based, and any and all documentation and justification in support of expenditures or fees incurred pursuant to this Contract. All books, invoices, vouchers, records, reports, cancelled checks and other materials shall be subject to periodic review or audit by the City.

6.2. Inspection. All Services and Materials shall be subject to inspection and review by City, state and federal representatives, as may be applicable, or their designees, at the offices of Provider in the City, or in another location with the City’s consent. Provider shall cooperate with all City, state and federal inspections and reviews conducted in accordance with the provisions of this Contract. Such inspection and review of Provider’s Services and Materials, including, without limitation, programs and facilities, shall be in the sole discretion of the inspecting or reviewing entity. Such inspection or review may include, without limitation, meetings with consumers, review of staffing ratios and job descriptions, and meetings with any of Provider’s staff members who are either directly or indirectly involved in providing Services or Materials.

6.3. Availability of Records. Provider shall make available, in the City at reasonable times during the Term of this Contract and for the period set forth in Section 6.4 (Retention of Records) below, all records pertaining to this Contract for the purpose of inspection, audit or reproduction by any authorized representative (including any agent or contractor and the City Controller) of the City, the Commonwealth of Pennsylvania Auditor General, and any other federal and state auditors, as may be applicable.

6.4. Retention of Records. Provider shall retain all records, books of account and documentation pertaining to this Contract for the period set forth in Section 6.1 (City Audit) above.

If any litigation, claim or audit is commenced prior to expiration of said five (5) year period, then the records shall be retained until all litigation, claims or audit findings have been completely terminated or resolved, without right of further appeal, or if Applicable Law requires a longer period, then the records shall be retained for such longer period.

6.5. Audits Pursuant to Section 6-400 of the Home Rule Charter. Any Provider that is an Agency, as defined in Section 6-400 (Auditing Department) of the Charter, shall permit the City Controller to audit its affairs as authorized in Section 6-400 during the Initial Term or any Additional Term. Under Section 6-400, an Agency is any entity that a) receives funds from the City; and either b) is created by, or whose board of directors is in whole or part appointed by, one or more City officials or bodies, or c) is organized pursuant to legal authority granted to it by City ordinance.

ARTICLE VII: ASSIGNMENT

7.1. Assignment by Provider. Provider shall not assign this Contract, or any part of this

Contract, or delegate performance of this Contract (other than to its own work forces), without obtaining the prior written consent of the Responsible Official. The decision whether to consent to an assignment, the timing of consent, if any, and conditions to such consent, if any, shall each be in the City’s sole discretion. In the event Provider desires to assign payments under the Contract to a third party pursuant to a secured interest under the Uniform Commercial Code, the City must receive written statutory notice of the assignment which will remain in effect until the City receives written notice by Provider’s assignee that the payment assignment has been released. Provider agrees to cooperate with the City in effectuating the direction of its payments to a third party which will include Provider’s execution of a release in favor of the City in the form of a “Payment Directive.” Any consent to the assignment of any monies to be paid under this Contract shall not relieve Provider from the faithful performance of any of its obligations under this Contract or change any of the terms and conditions of this Contract. Any purported assignment in violation of this Section shall be void and of no effect. The City’s consent to an assignment shall not release the assignor from any liability accrued or thereafter accruing under this Contract. Any assignment or purported assignment shall be in writing and shall contain an express assumption by the assignee of all liability accrued or thereafter accruing under this Contract. Consent by the City to any assignment shall not be deemed a course of conduct, dealing or performance with respect to any other assignment or proposed assignment. For purposes of this Section 7.1, an assignment includes the acquisition of Provider, or a controlling interest therein, through a corporate or other merger, and the appointment of a receiver or bankruptcy trustee, and the transfer of this Contract or Provider in any bankruptcy or other insolvency proceeding.

7.2. Applicability to Event of Insolvency. A receiver or trustee of or for Provider in any federal or state bankruptcy, insolvency or other proceedings concerning Provider shall comply with the requirements set forth in Section 7.1 (Assignment by Provider) above.

7.3. Personal Services. Provider acknowledges that the Services and Materials are the personal services of Provider and the City shall have no obligation to accept performance by a third party without the Responsible Official’s prior and express written consent.

ARTICLE VIII: INDEPENDENT CONTRACTOR;

INDEMNIFICATION; LITIGATION COOPERATION

8.1. Independent Contractor. Provider is an independent contractor and shall not in any way or for any purpose be deemed or intended to be an employee or agent of the City. Neither Provider nor its agents, employees or Subcontractors shall in any way represent that they are acting as employees, officials or agents of the City.

8.2. Indemnification. Provider shall indemnify, defend and hold harmless the City and its officers, employees and agents from and against any and all losses, costs (including, but not limited to, litigation and settlement costs and counsel fees and expenses), claims, suits, actions, damages, liability and expenses, occasioned wholly or in part by Provider’s act or omission or negligence or fault or the act or omission or negligence or fault of Provider’s agents, Subcontractors, independent contractors, suppliers, employees or servants in connection with this Contract, including, but not limited to, those in connection with loss of life, bodily injury, personal injury, damage to property, contamination or adverse effects on the environment, intentional acts, failure to pay any Subcontractors and suppliers, any breach of this Contract, loss of data, data security breach, and any infringement or violation of any proprietary right (including, but not limited to, patent, copyright, trademark, service mark and trade secret).

8.3. Litigation Cooperation. If, at any time, the City becomes involved in a dispute or receives notice of a claim or is involved in litigation concerning the Services and Materials provided under this Contract, the resolution of which requires the services or cooperation of Provider, and Provider is not otherwise obligated to indemnify and defend the City pursuant to the provisions of Section 8.2 (Indemnification) above, Provider agrees to provide such services and to cooperate with the City in resolving such claim or litigation as Additional Services and Materials under Section 3.3 (Additional Services and Materials; Change in Scope of Services) above.

8.4. Notice of Claims. If Provider receives notice of a legal claim against it in connection with this Contract, Provider shall submit appropriate written notice of such claim to its insurance carrier within the time frame required for submission of claims by the applicable insurance policy and, within ten (10) business days of receipt of notice of the claim, to the Responsible Official.

ARTICLE IX: INSURANCE

9.1. Insurance Policies. Unless otherwise approved by the City’s Risk Management

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