PS Small Order Purchase.pdf

PSSOP Terms and Conditions Rev. Date: Sept 2025

CITY OF PHILADELPHIA

PROFESSIONAL SERVICES SMALL ORDER PURCHASE

PROVIDER AGREEMENT

TERMS AND CONDITIONS

1. SCOPE OF AGREEMENT

This Professional Services Small Order Purchase (“PSSOP” or “Contract”) is made by and between the City of Philadelphia (the “City”), acting through the City agency identified as “Department” on the attached electronic signature page and the person or entity identified as the vendor on the attached signature page (the “Provider”). The PSSOP consists of the terms and conditions set forth below (the “PSSOP Terms”), any exhibits and attachments (including, but not limited to, any proposal of Provider or scope of services), the attached signature page, and all documents incorporated herein by reference. In the event of a conflict or variance in any of the foregoing documents, the PSSOP Terms shall govern. The Parties agree to conduct this transaction electronically, including the execution of this Contract using the means of electronic signature provided below.

2. TERM OF AGREEMENT

The initial term of this PSSOP shall commence and terminate on the dates set forth in Section 2.1 of the Request for Proposals (the “Initial Term”), unless terminated earlier in accordance with the terms of this PSSOP. The City may, at its sole option, amend this PSSOP to add one (1) or more terms (each an “Additional Term”), such that the Initial Term and all Additional Terms combined (“Term”) do not exceed four (4) years. No Additional Term can exceed one (1) year. The City shall give Provider thirty (30) days’ written notice of the City’s intent to amend this Contract to add an Additional Term prior to each Additional Term. 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. There shall be no liability or penalty to the City for electing not to amend the Term to add one or more Additional Terms. Unless otherwise stated in any amendment, the same terms and conditions applicable in the Initial Term apply in each Additional Term. Each Additional Term shall be subject to the availability of funds appropriated by City Council for such Additional Term. Each Additional Term is a separate contract between the City and Provider.

3. GOVERNING LAW AND COMPLIANCE WITH APPLICABLE LAW

This Contract shall be deemed to have been made in Philadelphia, Pennsylvania. This Contract and all disputes arising under this Contract shall be governed, interpreted, construed and determined in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to principles of Pennsylvania law concerning conflicts of laws. All services rendered and documents and other materials prepared by Provider shall strictly conform to all applicable federal, state and local laws, statutes and ordinances and the applicable rules, regulations, methods and procedures of all governmental boards, bureaus, offices, commissions and other agencies, including without limitation, federal laws regarding individuals with disabilities and limited English proficiency and Section 17-104 of the Philadelphia Code (the “Code”) relating to Northern Ireland and Slavery Era Disclosure.

4. COMPENSATION

a. As compensation for the services and materials rendered and provided, the City covenants and agrees to pay Provider the amount set forth in Section 2.1 of the Request for Proposals in accordance with the following exhibit, which is attached hereto and incorporated herein by reference, subject to councilmanic appropriation of funds and subject to all limitations on the allowability of cost items imposed by the City of Philadelphia Contract Cost Principles and Guidelines: Exhibit PA-1: Scope of Services.

Notwithstanding anything in this Contract to the contrary, in no event shall the amount certified by the Director of Finance during the Term exceed the maximum amount set forth in Section 2.1 of the Request for Proposals.

b. Payment shall be made after Provider’s timely submission of invoices to the Department, in the number, form, and content acceptable to the Department, accompanied by such additional supporting data and documentation as the Department may require. All payments to Provider are contingent upon satisfactory performance of the terms and conditions of this Contract. Provider shall submit its final invoice not more than sixty (60) days from completion of the services and delivery of materials.

Rev. Date: Sept 2025

All payments to Provider shall be by deposits into Provider’s designated bank account by electronic means, unless the City, in its sole discretion, makes payment by check. Provider agrees that the City need not make payment until Provider has completed and submitted to the City the appropriate electronic payment processing enrollment form at https://vendor-payments.phila.gov/login. Only the individuals identified by Provider as authorized to execute contracts and change financial and banking information on behalf of Provider will be eligible to receive passwords, which shall be in Provider’s sole control. Provider must immediately confirm all changes to authorized signers or banking information by emailing voucherverification@phila.gov and the Department and by giving notice to the Department. The City may delay new payments until the Department has confirmed the validity of the change. Provider, and not the City, shall be solely responsible for any City payment following the unauthorized use of a Provider password.

The City reserves the right to withhold or offset against any funds payable to Provider for any invoice for which the Department asserts a discrepancy exists or for Provider’s failure to satisfactorily perform the terms of the Contract, as determined solely by the City.

5. RECORDS

a. Provider shall make available, in the City at reasonable times during the Term and for a minimum of five (5) years following acceptance of final payment under this Contract, all records pertaining to Provider’s performance under this Contract, including but not limited to, its billings, invoices, program materials, and facility records, 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. If any litigation, claim or audit is commenced prior to expiration of said five (5) year period, then the books and 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.

b. Any Provider that is an “Agency”, as defined in Section 6-400 of the Philadelphia Home Rule Charter (“Charter”), shall permit the City Controller to audit its affairs as authorized in Section 6-400. Under Section 6- 400, an Agency is any entity that receives funds from the City, and either 1) that is created by, or whose board of directors is in whole or part appointed by, one or more City officials or bodies; or 2) that is organized pursuant to legal authority granted to it by City ordinance.

6. NON-DISCRIMINATION; FAIR PRACTICES

a. In performing this Contract, Provider must comply with the terms of the Charter and the Fair Practices

Ordinance (Chapter 9-1100 of the Code) as they may be amended from time to time. In addition, to the extent those provisions do not explicitly prohibit or cover certain types of discriminatory conduct, in performing this Contract, Provider has broader obligation under this Contract. In connection with providing any service or fulfilling any duty under this Contract, including selecting and engaging any subcontractor, Provider shall not discriminate or permit discrimination against any individual on the basis of actual or perceived race, ethnicity, color, sex, sexual orientation, gender identity, religion, national origin, ancestry, age, disability, marital status, source of income, familial status, genetic information; domestic or sexual violence victim status; or Acquired Immune Deficiency Syndrome (“AIDS”) status. In the event of any breach of this Paragraph 6, the City may, in addition to any other rights or remedies available under this Contract, at law or in equity, suspend or terminate this Contract forthwith.

b. In accordance with Chapter 17-400 of the Code, Provider agrees that its payment or reimbursement of membership fees or other expenses associated with participation by its employees in an exclusionary private organization, insofar as such participation confers an employment advantage or constitutes or results in discrimination with regard to hiring, tenure of employment, promotions, terms, privileges or conditions of employment, on the basis of race, color, sex, sexual orientation, religion, national origin or ancestry, constitutes a substantial breach of this Contract entitling the City to all rights and remedies provided in this Contract or otherwise available in law or equity. Provider agrees to include the immediately preceding sentence, with appropriate adjustments for the identity of the parties, in all subcontracts which are entered into for work to be performed pursuant to this Contract. Provider further agrees to cooperate with the Commission on Human Relations of the City of Philadelphia in any manner which the said Commission deems reasonable and necessary for the Commission to carry out its responsibilities under Chapter 17-400 of the Code. Without limiting the generality of Paragraph 10 below, failure to so cooperate shall constitute a substantial breach of this Contract

Rev. Date: Sept 2025 entitling the City to all rights and remedies provided herein or otherwise available in law or equity.

c. The City, acting through its Office of Economic Opportunity (“OEO”), works to ensure that all businesses desiring to do business with the City have an equal opportunity to compete under the City’s procurement process free from unlawful discrimination. In furtherance of this goal, the City will track the participation of small and local businesses at all tiers of City contracting. In accordance with City requirements and all applicable law, Provider agrees to comply with the City’s requirements for the collection, retention, and reporting of data relating to contracting at any tier, including subcontracts.

1. Nothing in this Paragraph shall be interpreted as (i) imposing mandatory quotas or percentages tied to protected group status, (ii) limiting the City's ability to periodically review, amend, or update its contracting policies consistent with applicable law and evolving policy objectives, or (iii) limiting the City’s ability to issue additional guidance on the collection, retention, and reporting of contracting data pursuant to this Paragraph.

2. Provider agrees that the City may, in its sole discretion, conduct periodic reviews to monitor Provider’s compliance with the collection of data relating to contracting at any tier, including subcontracts.

3. Provider agrees that in the event the City determines that Provider has failed to comply with any of the requirements of this Paragraph, the City may exercise any rights and remedies it may have under this Contract which includes withholding payment, suspension or termination.

4. The City has no direct contractual relationship with any subcontractor, and this Contract does not give any subcontractor any legal rights or remedies pursuant to this Paragraph except the rights or remedies such subcontractor may be entitled to under its contract with Provider. The remedies outlined in this Contract are for the City’s benefit only. The failure of the City to enforce or the indulgence of any non-compliance with this Paragraph shall not constitute a waiver of the City’s rights nor give rise to actions by any third parties, including subcontractors.

5. Provider hereby verifies that all information submitted to the City in connection with this Paragraph is true and correct and is notified that the submission of false information is subject to the penalties of 18 Pa.C.S.

§ 4904 relating to unsworn falsification to authorities, which may include payment of a fine of at least $1,000 and a term of imprisonment of not more than two (2) years.

7. OWNERSHIP

All reports, documents, and other materials prepared by Provider in performance of this Contract shall be the sole and absolute property of the City and the City shall have title thereto and unrestricted use thereof. Provider hereby grants, and shall require its subcontractors to grant, to the City a royalty-free, nonexclusive and irrevocable right to publish, translate, reproduce, deliver, perform and authorize others to do so, all studies, media, curricula, reports and other materials not owned by the City under this Contract but which relate to the performance of the services, materials or this Contract; provided, however, that Provider shall not be required to grant such right to the City with respect to any materials for which Provider would be liable to pay compensation to third parties because of such grant.

8. PROVIDER'S REPRESENTATIONS AND COVENANTS

The representations, warranties and covenants below, shall continue throughout the Term. By executing this Contract, Provider thereby certifies as to their current and continued truthfulness and accuracy throughout the Term or for such other period as is required by law. In the event said representations, warranties and covenants are or become untrue or inaccurate, Provider shall promptly give notice thereof to the City, specifying the manner in which said representation, warranty or covenant is untrue or inaccurate. The provisions of this Paragraph 8 shall not limit the applicability of the other provisions of this Contract, including, without limitation, Provider’s agreement to comply with all applicable laws (Paragraph 3), and not discriminate or permit discrimination (Paragraph 6).

a. Certification of Non-indebtedness. Provider and any and all entities controlling Provider, under common control with Provider or controlled by Provider represent that they are not currently indebted to the City, and will not at any time during the Term, 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 under all such agreements and payment plans and shall inform the City 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

Rev. Date: Sept 2025 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. In addition, Provider understands that false certification, representation or warranty by it is subject to prosecution under Title 18 Pa.C.S.A. § 4904.

b. Commercial Activity License. If Provider is a "business" as defined in the Philadelphia Code, Section 19-2601, Provider has and shall maintain during the Term, a valid, current Commercial Activity License (formerly known as the Business Privilege License), issued by the City's Department of Licenses and Inspections, to do business in the City.

c. Authority to Act and Good Standing. Provider has full legal power and authority to execute and deliver this Contract, and provide the services and materials as set forth herein. Provider is duly licensed, qualified and in good standing in the Commonwealth of Pennsylvania 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. Neither Provider’s personnel nor any subcontractor personnel shall be employees of the City.

d. Contributions. In accordance with Section 17-1402 of the Code, Provider represents on behalf of itself and its subcontractor(s) that no “contribution(s),” as such term is defined in the Pennsylvania Election Code, 25 P.S.

Section 3241, have been made and agrees that none shall be made during the Term by Provider, any subcontractor, or any party from which a contribution can be attributed under Section 17-1405 of the Code to the Provider or subcontractor, that would render the Provider or subcontractor, as applicable, ineligible to apply for or enter into a “Non-Competitively Bid Contract,” a contract for the purchase of goods or services to which the City is a party that is not subject to the lowest responsible bidder requirements of Section 8-200 of the Charter; and that disclosures made as part of its application to receive a Non- Competitively Bid Contract contain no material misstatements or omissions. Breach of this covenant shall constitute an event of default and render the Contract voidable at the City’s option, and shall make the Provider liable for liquidated damages to the City in the amount of ten percent (10%) of the maximum payments to the Provider allowed under the Contract, regardless whether actually paid. The City may exercise any or all of the remedies set forth herein, each of which may be pursued separately or in conjunction with such other remedies as the City in its sole discretion shall determine. No extension or indulgence granted by the City to Provider shall operate as a waiver of any of the City’s rights in connection with this Contract. The rights and remedies of the City as described herein shall not be exclusive and are in addition to any other rights or remedies available to the City under this Contract at law or in equity. In addition, pursuant to the attribution rules of Section 17-1405 of the Code, Provider shall, during the Term and for one year thereafter, make the following disclosures with respect to any contribution of money or in-kind assistance the Provider or any “Consultant” (“Consultant” means any individual or entity used by Provider to assist in obtaining a Non-Competitively Bid Contract) has made during such time period:

1. Disclose contribution(s) to a candidate for nomination or election to any public office in the City of Philadelphia or to an individual who holds such office, or to any political committee or state party in the City of Philadelphia, or to any group, committee or association organized in support of any such candidate, office holder, political committee or state party, and the date and amount of such contribution.

a) Such disclosure shall be made electronically through Provider’s eContractPhilly account, and the form shall be signed and submitted by the Provider in accordance with the following Disclosure Updates schedule:

Disclosure Updates are due January 15 (for the period November 1 through December 31 of the immediately preceding year), March 15 (for the period January 1 through the last day of February), May 15 (for the period March 1 through April 30), July 15 (for the period May 1 through June 30), September 15 (for the period July 1 through August 31), and November 15 (for the period September 1 through October 31).

The City Department receiving the disclosure form shall forward copies to the President and Chief Clerk of City Council, and to the Mayor, Finance Director, Procurement Department, and the Department of Records. The attribution rules of Section 17-1405 of the Code shall apply to determine what contributions must be disclosed under this provision as contributions of the

Rev. Date: Sept 2025

Provider or of a Consultant.

b) It shall not be a violation if Provider fails to disclose a contribution made by a Consultant because the Provider was unable to obtain such information from the Consultant, provided the Provider demonstrates that it used reasonable efforts to attempt to obtain such information.

2. Disclose, during the Term and for one year thereafter and pursuant to the manner and timing set forth in 1.a. above, the name and title of each City officer or employee who, during such time period, asked the Provider, any officer, director or management employee of the Provider, or any individual or entity representing the Provider, to give money, services, or any other thing of value (other than a Contribution as defined in Section 17-1401 of the Code) to any individual or entity, and any payment of money, provision of services, or any other thing of value (other than a Contribution as defined in Section 17-1401 of the Code) given to any individual or entity in response to any such request. Provider shall also disclose the date of any such request, the amount requested, and the date and amount of any payment made in response to such request.

3. Disclose the name and title of each City officer or employee who directly or indirectly advised the Provider, any officer, director or management employee of the Provider, or any individual or entity representing the Provider that a particular entity could be used by the Provider to satisfy any goals established in the Contract.

e. Executive Order 10-16: Gifts. Provider (including for purposes of this Paragraph 8 its principals, officers, employees, and subcontractors) shall comply with all applicable law restricting gifts to City officers and employees, including but not limited to 65 Pa. C.S. § 1103, Section 20-604 of the Code, and Executive Order 10-16 or any successor. Specifically:

1. Pursuant to Executive Order 10-16, Provider shall not offer, make, or render any payment, subscription, advance, forbearance, rendering or deposit of money, services, entertainment, invitation, food, drink, travel, lodging or anything of value to any City officer or employee, unless consideration of equal or greater value is received, from any person who, at the time or within twelve (12) months preceding the time such a gift is received:

a) Is seeking, or has sought, official action from the officer or employee;

b) Has operations or activities regulated by the officer’s or employee’s agency, department, office, board or commission, or, in the case of gifts to members of the Mayor’s Cabinet, has operations or activities that are regulated by any agency, department, office, board or commission within the Executive and Administrative branch; or

c) Has a financial or other substantial interest in acts or omissions taken by the officer or employee, which the officer or employee could substantially affect by official action.

2. Additionally, Provider shall not permit any person that engages in lobbying on behalf of Provider for economic consideration, and is registered as such, pursuant to the requirements of Section 20-1202 of the Code or any other applicable law, including any attorney-at-law while engaged in lobbying, to offer or give a gift of any value to any City officer or employee.

3. Provider understands and agrees that if it offers anything of value to a City official or employee under circumstances where the receipt of such item would violate the provisions of Executive Order 10-16 or any other applicable law, Provider shall be subject to sanctions with respect to future City contracts.

Such sanctions may range from disqualification from participation in a particular contract to debarment, depending on the nature of the violation.

4. If solicited for gifts or gratuities by City officials or employees, Provider must report each such incident to the appropriate authorities, including, but not limited to, the City’s Board of Ethics and Office of the Inspector General. All City employees offered gifts or gratuities in violation of Executive Order 10-16 must also report the gifts or offers to the appropriate authorities. Properly documented gifts to the City itself may be permissible as outlined in Section 7 of Executive Order 10-16.

9. INDEMNIFICATION

Provider shall indemnify, defend and hold harmless the City, its officers, employees and agents from and against any and all losses, costs (including, without limitation, litigation and settlement costs, and counsel fees and expenses), claims, suits, actions, damages, liabilities 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, or employees in connection with this Contract, including, but not limited to, those in connection with loss of life, bodily injury, personal injury, damage to property, failure to pay subcontractors

Rev. Date: Sept 2025

(including subconsultants and suppliers), intentional acts, contamination or adverse effects on the environment, any breach of this Contract, and any infringement or violation of proprietary rights (including, but not limited to, patent, copyright, trademark, service mark and trade secret). This obligation to indemnify, defend and hold harmless the City, its officers, employees and agents shall survive the termination of this Contract.

10. TERMINATION

The City has the right to terminate this Contract for default if Provider fails to perform any of its obligations under this Contract. This right of termination is in addition to any other rights or remedies available to the City under this Contract, in law or equity.

The City shall have the right to terminate this Contract at any time for the convenience of the City. In the event of such termination, the City shall pay Provider for work satisfactorily performed, delivered, and accepted and approved by the City prior to the date of termination, but shall not otherwise be liable for any costs or damages incurred by Provider in relation to the termination.

11. TAXES

The City is exempt from the payment of any Federal Excise or Transportation Taxes and any Pennsylvania Sales or Use Tax. The City shall not be responsible or liable for the payment of the aforesaid taxes or any other tax paid or payable by Provider to its subcontractors or suppliers in connection with this Contract. Provider agrees and will require all its subcontractors performing work in connection with the Contract to promptly pay all applicable taxes, including but not limited to, City and School District Taxes. Provider agrees (1) to assign and transfer to the City all of its rights to sales and use tax which may be refunded as a result of a claim for refund for any materials purchased in connection with the Contract, (2) that, other than as directed by the City, it will not file a claim for refund for any sales or use tax which is the subject of this assignment, and (3) that the City, in its own name or in the name of subcontractor, may file a claim for a refund of any sales or use tax covered by the assignment.

12. INSURANCE

Unless otherwise approved by the City's Risk Manager in writing, Provider shall, at its sole cost and expense, procure and maintain in full force and effect covering the performance of the services required under this Contract, the types and minimum limits of insurance specified below. All insurance shall be procured from reputable insurers authorized to do business in the Commonwealth of Pennsylvania and acceptable to the City. Except as noted below, all insurance required hereunder shall be written on an "occurrence" basis and not a "claims-made" basis. All insurance shall be in the form and content acceptable to the City and shall provide for at least thirty (30) days prior written notice to be given to the City in the event coverage is materially changed, canceled or non-renewed. The City, its officers, employees and agents are to be named as additional insureds on the General Liability Insurance policy. Also, an endorsement is required stating that the coverage afforded the City and its officers, employees and agents as additional insureds will be primary to any coverage available to them. Provider may not begin work under this Contract until the Provider has furnished the certificate(s) of insurance and the certificate(s) of insurance have been accepted and approved by the City’s Risk Manager. The City reserves the right to require Provider to furnish certificates of insurance and/or certified copies of the original policies of all insurance required hereunder at any time upon ten (10) days prior written notice to Provider. The insurance requirements set forth herein are not intended and shall not be construed to modify, limit, or reduce the indemnifications made in this Contract by Provider to the City or to limit Provider's liability under this Contract to the limits of the policies of insurance required to be maintained by Provider hereunder:

a. Workers Compensation and Employers Liability: Statutory limits.

b. General Liability Insurance (comprehensive coverage): $1,000,000 per occurrence and aggregate, combined single limit.

c. Automobile Liability: $300,000 per occurrence combined single limit covering owned, non-owned and hired vehicles.

d. Professional Liability Insurance: Professional Liability Insurance may be written on a "claims-made" basis;

however, coverage for occurrences during the performance of the services required under this Contract shall be maintained in full force and effect under the policy or "tail" coverage for a period of at least two years after completion of the services.

1. All business entities providing professional services other than Health Care or Human Services Providers:

$500,000 minimum limit; deductible not to exceed $10,000.

Rev. Date: Sept 2025

2. Health Care Providers subject to PA Act 111: Statutory Limits.

3. All other Health Care Providers and Human Services Providers not subject to PA Act 111: $1,000,000 per occurrence and annual aggregate.

Requests to self-insure any of the coverage(s) listed above must be submitted in writing to the City for approval by the City's Risk Manager. If approved, the City, its officers, employees and agents, shall be entitled to the same coverage and benefits under the Provider's self-insurance program that they would have received had the requirements been satisfied by an approved insurance carrier.

13. PROTECTED HEALTH INFORMATION

a. The City is a “hybrid entity” as defined in 45 CFR §164.103 and has designated certain portions of the City as “Covered Units” that perform covered functions and are subject to the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”). The Covered Units are listed on the City’s website at http://www.phila.gov/privacypolicy/. The City may, at any time, modify its list of Covered Units without providing notice outside of the website. Other parts of the City may also be subject to HIPAA to the extent they provide services to a Covered Unit or another covered entity involving the creation, receipt, maintenance, or transmission of protected health information.

b. To meet its obligations under HIPAA, the City requires its business associates to agree to the Terms and Conditions Relating to Protected Health Information (“City PHI Terms”) posted on the “About” tab on eContract Philly, https://philawx.phila.gov/econtract/. The City PHI Terms are hereby incorporated in this Paragraph as if fully set forth herein.

c. Provider is subject to, and shall comply with, the City PHI Terms if: (i) the Contract contains language affirming that Provider is subject to the City PHI Terms or that Provider is the City’s business associate; or (ii) Provider, directly or through an agent or subcontractor, performs functions or provides services that make it the City’s “business associate” as defined in 45 CFR § 160.103 (regardless of whether the Contract expressly affirms such relationship).

14. LIMITED ENGLISH PROFICIENCY

Provider understands and agrees that no individual who is limited in English language proficiency shall be denied access to services provided under this Contract on the basis of that limitation. As a condition of accepting and executing this Contract, Provider shall comply with all applicable provisions of Title VI of the Civil Rights Act of 1964, the President of the United States of America Executive Order No. 12250, the Mayor of the City of Philadelphia's Executive Order “Access to Federally Funded City Programs and Activities for Individuals with Limited English Proficiency” dated September 29, 2001, and all regulations promulgated thereunder, as the Act, Executive Orders and regulations may be amended from time to time.

15. PHILADELPHIA 21ST CENTURY MINIMUM WAGE AND BENEFITS STANDARD

a. If Provider or any subcontractor at any tier is an Employer subject to the requirements of Chapter 17-1300 of the Code, as that term is defined in Section 17-1302 and described in Section 17-1303 of the Code, then, absent a waiver, during the Initial Term and any Additional Term, in addition to any applicable state and federal requirements, it shall provide and cause any subcontractors at any tier that are also Employers to provide their respective covered Employees, as that term is defined in Section 17-1302 of the Code, with at least the minimum wage standard and minimum benefits standard and notice thereof, as required under applicable law.

b. Provider shall promptly provide to the City all documents and information as the City may require to verify that Provider and all covered Employers providing services under the Contract are in compliance with the requirements of Chapter 17-1300 of the Code. Each covered Employer shall notify each affected Employee what wages and benefits are required to be paid pursuant to Chapter 17-1300 of the Code.

c. If Provider is subject to Chapter 17-1300 of the Code, Provider shall take such steps as are necessary to notify its covered subcontractors of the requirements of this Paragraph 15 to cause such covered subcontractors to notify lower-tier covered subcontractors of these requirements, including, without limitation, by incorporating this Paragraph 15, with appropriate adjustments for the identity of the parties, in its subcontracts with such covered subcontractors.

d. A Provider or subcontractor at any tier subject to Chapter 17-1300 of the Code that fails to comply with these provisions may, after notice and a hearing before the Director of Finance or such other officer or agency designated by the Mayor, be suspended from receiving financial assistance from the City or from bidding on and/or participating in future City contracts, whether as a prime contractor or a subcontractor, for up to three

Rev. Date: Sept 2025

(3) years. City Council may also initiate a similar suspension or debarment process. Such suspension or debarment shall be in addition to any of the other sanctions or remedies set forth in Chapter 17-1300 of the Code or this Contract.

e. The failure of a Provider or subcontractor at any tier subject to Chapter 17-1300 of the Code to comply with these provisions shall constitute a substantial breach of this Contract entitling the City to all rights and remedies provided in this Contract or otherwise available at law or in equity.

f. Provider’s covered Employees shall be deemed third-party beneficiaries of Provider’s representation, warranty, and covenant to the City under this Paragraph 15 only, and the covered Employees of a subcontractor at any tier that is also a covered Employer performing services directly or indirectly under a subcontract at any tier shall be deemed third-party beneficiaries of their Employer’s representation, warranty, and covenant to Provider or such subcontractors at any tier, as the case may be, under this Paragraph 15.

g. The City may grant a partial or total waiver of Chapter 17-1300 of the Code based on specific stipulated reasons elaborated in Section 17-1304.

16. CITY-RELATED AGENCIES

If Provider is a City-Related Agency, as defined at subsection 17-1401(9) of the Code, Provider shall abide by the provisions of Chapter 17-1400 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 of the Code, except that the exception set forth at subsection 17-1406(8), as that provision was in effect on June 30, 2025, shall apply to Provider as if Provider were listed in that subsection. Unless approved by the City to the contrary, any approvals required by the 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.

17. ENTIRE AGREEMENT

This Contract contains the entire agreement between the parties with respect to the subject matter hereof; supersedes all prior negotiations, agreements, and undertakings between the parties with respect to such subject matter; and cannot be changed, modified or amended except by agreement in writing signed by both parties.

18. NOTICES

All notices, demands, requests, waivers, consents, approvals or other communications which are required or may be given under this Contract shall be in writing and shall be deemed to have been duly made (a) when received or refused if delivered by hand with receipt given or refused; (b) on the next business day if delivered by a nationally recognized overnight courier service (e.g., Federal Express or United Parcel Service); (c) on the date confirmed for delivery by electronic mail if delivered by electronic mail; and (d) upon receipt or refusal of delivery if sent by certified or registered United States mail, return receipt requested. In each case, notices shall be sent to one of the addresses on the following signature page.