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REQUEST FOR PROPOSALS

CSI-2605

Psychiatric Evaluation and Medication Management Consultant Services Issue Date: June 1, 2026 Proposal Submission Due: June 24, 2026

Designated Contacts:

Benjamin Rosenson Marino Pawlowski 2800 Victory Boulevard, Building 3A Room 102 Staten Island, NY 10314 Marino.Pawlowski@csi.cuny.edu Benjamin.Rosenson@csi.cuny.edu mailto:Marino.Pawlowski@csi.cuny.edu mailto:Benjamin.Rosenson@csi.cuny.edu

Table of Contents

Part 1: Key Events and Dates; Designated Contacts; Proposal Due Location; Contract Term

Part 2: Proposer Qualifications and Requirements; and Diversity Participation Goals

Part 3: Project Objectives and Scope; Detailed Specifications and Deliverables and Certain Contract Specific Provisions

Part 4: Technical and Management Proposal Requirements (Proposal Volume II)

Part 5: Proposal Price Breakdown Pages (Proposal Volume III)

Part 6: Proposal Scoring Criteria and Weights

Part 7: Terms and Conditions of Contract

Part 8: Service Level Agreement (if applicable)

Part 9: Supplier Diversity Provisions

Part 10: RFP Requirements

FORMS THAT MUST BE SUBMITTED WITH THE PROPOSAL

� Form 1: Proper Information and Authorized Signature; Acceptance of Contract Terms; Proper Certifications;

Confidential Information; Signed RFP Addenda; and References

� Form 2: Offeror’s Affirmation of Understanding of And Agreement pursuant to State Finance Law § 139-j(3) and § 139-j(6)(b)

� Form 3: Offeror’s Disclosure of Prior Non-Responsibility Determinations and Certification of Compliance with State Finance Law § 139-j and § 139-k

� Form 4: Diversity Practices Questionnaire

� Form 5: Supplier Diversity (M/WBE/SDVOB) Utilization Plan and/or Supplier Diversity (MWBE/SDVOB) Request for Waiver Form (only for procurements with MWBE participation goals). Also see Supplier Diversity Provisions in Part 9.

� Form 6: RFP Checklist

FORMS THAT CUNY MAY REQUIRE FROM THE PRESUMPTIVE AWARDEE

If required by CUNY, the Presumptive Awardee selected as a result of this solicitation (the “Presumptive Awardee”) shall complete, sign, and submit the following forms and certifications as described in Section 2.3.5 through 2.3.12 of Part 10 of this RFP

� Form 7: Executive Law Article 15-A – Minority and Women-Owned Business Enterprises and Equal

Employment Opportunity Policy Statement

� Form 8: Evidence in form and substance satisfactory to the University that the Contractor maintains workers’ compensation coverage and disability insurance coverage as required by the New York State Workers’ Compensation Law, or is exempt from this requirement

� Form 9: New York State Vendor Responsibility Questionnaire (NYS VendRep)

� Form 10: New York City Vendor and Principal Questionnaire (NYC PASSPort)

FORMS THAT THE CONTRACTOR MUST SUBMIT UPON REQUEST BY CUNY

� Form 11: CUNY Substitute W-9 Form

� Form 12: Workforce Utilization Report

� Form 13: Supplier Diversity (MWBE/SDVOB) Quarterly Contractor Compliance &Payment Report

� Form 14: State Consultant Services – Contractor’s Planned Employment (Consultant Disclosure Form A)

� Form 15: State Consultant Services Contractor’s Annual Employment Report (Consultant Disclosure Form B)

� Form 16: Tax Law §5-a, Form ST-220-CA – Contractor Certification (Contractor to send to the University)

� Form 17: Tax Law §5-a, Form ST-220-TD – Contractor Certification (Contractor to send to the State)

� Form 18: Certified Weekly Payroll Report (for building services and public works contracts)

� Form 19: Contractor’s Safety Protocols (prepared by the Contractor)

� If requested by the University, an Accessibility Conformance Report (“ACR”) or a completed Voluntary

Product Accessibility Template (“VPAT”) (If requested by University, MUST be submitted by Proposer, reviewed, verified, and accepted by CUNY prior to award of Contract, and Proposer MUST provide test temporary credentials for the appropriate University staff person to perform a test of the Services to ensure the Services meet the requisite accessibility standards)

Part 1: Key Events and Dates; Designated Contacts; Proposal Due Location; Contract Term

Key Events and Dates

Action Date CUNY issues RFP for Psychiatric Evaluation and Medication Management Consultant Services

June 1, 2026

Procurement Lobbying Law Restrictions Begin June 1, 2026 Submission of Written Questions Due Date

June 12, 2026 at 4 PM Eastern Time

Proposal Submission Due Date and Time Proposal Due Location:

[see below]

June 24, 2026 at 2:00 pm Eastern Standard Time

Proposers are advised to read all sections of this RFP document carefully, with emphasis on all terms and conditions. By tendering a response to this solicitation, each proposer agrees that it accepts all terms and conditions in the package without exception. If a vendor requires clarification on, or seeks to propose an exception to, any of the terms and conditions contained in the solicitation package, all such requests must be made in writing prior to the Questions Deadlines listed above. Proposed exceptions will be evaluated on a case-by-case basis, and determinations will be published in a subsequent addendum. Proposers are not to rely upon an exception agreed to for a prior contract award to govern the terms of this solicitation – all proposed exceptions must be introduced and incorporated via addendum issued specifically for this solicitation. A proposer who submits exceptions to the solicitation after the Q&A Period may result in the proposer’s submittal being deemed non-responsive by the University.

CUNY reserves the right to amend any or all of the above dates and CUNY will issue such amendment in writing.

• Designated Contact(s):

In compliance with the Procurement Lobbying Law, the individual(s) identified below are the Designated Contact(s) for this Request for Proposals solicitation and may be contacted by email for all inquiries regarding this solicitation:

The City University of New York – College of Staten Island 2800 Victory Boulevard Staten Island, NY 10314

Attention: Marino Pawlowski, Finance Procurement Director and Benjamin Rosenson, Finance Procurement Specialist E-mail: Marino.Pawlowski@csi.cuny.edu and Benjamin.Rosenson@csi.cuny.edu

New York State Procurement Lobbying Law permits rejection of a Proposal if a Proposer has made any unauthorized contact during the Restricted Period (as defined in the Procurement Lobbying Law).

Multiple violations of procurement lobbying restrictions regarding permissible contacts may lead to a Proposer’s being debarred from participating in future New York State procurements.

mailto:Marino.Pawlowski@csi.cuny.edu mailto:Benjamin.Rosenson@csi.cuny.edu

• Proposal Due Location:

The City University of New York – College of Staten Island C/O Purchasing Office 2800 Victory Boulevard Building 3A – Room 102 Staten Island, NY 10314 Attn: RFP CSI-2605 – Psychiatric Evaluation and Medication Management Consultant Services

To ensure proper sorting, please note that the package must list: (a) the name of the Proposer; and

(b) the RFP # clearly on the outside of the package. The College is not responsible for any misidentification of the Proposal if it does not conform to the above.

On a case by case basis, CUNY may deem it acceptable for Proposals to be submitted via e-mail. In that instance, Proposals submitted via e-mail require scans of original (wet) signatures and notarizations to be considered a valid Proposal. Proposer must submit its Proposal (including any excel spreadsheets) clearly labeled with Proposer’s name and the RFP’s Project name via e-mail with three

(3) separate pdf attachments clearly named for Volume I (Forms), Volume II (Technical Proposal), and Volume III (Price Proposal).

• Anticipated Number of Contracts & Method of Award

CUNY anticipates awarding one (1) contract based on an evaluation of best value, as further described in Part 6 of this RFP.

• Contract Term:

The Contract Term will be for an initial term of one (1) year, with two additional one (1) year renewal options, for a term of up to three (3) Years, subject to the availability and appropriation of funds, as well as review and approval by the Attorney General and the New York State Comptroller, as applicable.

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Part 2: Proposer Qualifications and Requirements; and Diversity Participation Goals

Paragraph I: Minimum Proposer Qualifications:

CUNY seeks a credentialed consultant with experience in providing the services described herein. To be considered for Contract award, the Proposer (or any Candidate(s) submitted by a Proposer for evaluation) must meet the following minimum qualifications:

a. Active Nurse Practitioner (NP) Licensure or Doctor of Medicine (MD) Licensure;

• If submitting an NP Credential, Specialist Certification in Adult Psychiatric and Mental Health

(American Nurses Credentialing Center [ANCC] or an equivalent, subject to College review and approval);

• If submitting an MD Credential, Specialty Certification in Psychiatry (American Board of Psychiatry and Neurology [ABPN] or an equivalent, subject to College review and approval);

b. Active Drug Enforcement (DEA) Licensure, and an electronic prescription (eRx) management system for the purpose of patient record-keeping;

c. Insurance coverages at the following limits:

• Professional Liability (incl. Medical Malpractice) - $1 Million per occurrence/$3 Million aggregate

• Commercial General Liability - $1 Million per occurrence

• New York State Workers Compensation and Disability Insurance – Statutory Limits

d. At least three (3) years of verifiable experience providing clinical psychiatric evaluations and medication management services.

Paragraph II: Non-Mandatory Proposer Qualifications:

Not Applicable

Paragraph III: Diversity Participation Goals

CUNY has established a 0% participation goal (based on the current availability of qualified MWBEs) in the aggregate for New York State certified Minority-Owned Business Enterprise ("MBE") and Women-Owned Business Enterprises ("WBE", and, together with MBE, "MWBEs") and a 0% participation goal (based on the current availability of qualified SDVOBs) for New York State certified Service-Disabled Veteran-Owned Businesses ("SDVOB"), to be part of the proposed team to provide the services as subcontractor(s) or suppliers (the "Subcontractor(s)"). The Contractor shall be required to use good faith efforts to meet these participation goals.

Proposers may identify potential MWBE Subcontractor(s) by, among other means, referencing the directory of New York State certified MWBEs found at the following internet address:

https://ny.newnycontracts.com/

Proposers may identify potential SDVOB Subcontractor(s) by, among other means, referencing the list of New York State certified SDVOBs found at the following internet address: https://ogs.ny.gov/veterans.

As part of the proposer's response, a Supplier Diversity — MWBE/SDVOB Utilization Plan or a Request for Waiver form that is accompanied by supporting documentation must be submitted in order for the proposal to be considered responsive. The selected Contractor will be required to complete a Quarterly Contractor Compliance & Payment Report accompanied by proof of payment to MWBE/SDVOB Subcontractor(s), in such format as shall be required by CUNY on a quarterly basis during the term of the contract. Sample CUNY Supplier Diversity forms and reports may be found at https://www1.cuny.edu/sites/selltocuny/.

https://ny.newnycontracts.com/ https://ogs.ny.gov/veterans https://www1.cuny.edu/sites/selltocuny/

Part 3: Project Objectives and Scope; Detailed Specifications and Deliverables;

and Certain Contract-Specific Provisions

RFP CSI-2605

Psychiatric Evaluation and Medication

Management Consultant

Overview:

The City University of New York - College of Staten Island (the “College” or “CUNY CSI” or “CSI”) seeks the services of a Consultant to provide medication evaluations, medication management, and consultation for its students that receive services at the CSI’s Counseling Center, to be evaluated on the criteria set forth herein.

The College intends to engage the selected Consultant for a one-year term, anticipated to commence on upon receipt of all required approvals. The College, in its sole discretion, may renew this engagement for two (2) additional one (1) year terms.

The Counseling Center operates on a collaborative model; students receive counseling services from one of the College’s counselors, and then students may be referred to the Consultant for additional evaluation, medication assessment, and follow-up. The typical caseload for the Consultant will be approximately 60 students per year, comprising 250 appointments.

The College will review and award a Contract to the Proposer that provides a best value, as defined by the scoring criteria set forth Parts 4 & 6 of the RFP Document.

Pursuant to the Minimum Proposer Requirements set forth in Part 2 of this RFP, the College will be verifying prior professional experience. The Consultant must complete Attachment A: Reference Form for all employers listed within the last five (5) years, which shall be subject to review and verification by the College.

The selected Consultant shall maintain all licenses, insurances, and certifications required by Federal, State, and local law for the duration of the Contract at their sole cost and expense.

Schedule and Reporting Requirements:

This is primarily a remote/telehealth position. Students are referred to the Consultant following an initial evaluation by a member of the College Counseling Center. However, follow-up appointments may be coordinated by the medication provider, the student’s counselor, or the Counseling Center front desk staff. Services will typically be provided via teleconference and telephone. However, the selected Consultant may be required to come on to campus on an as-needed basis, as directed by the Director of the Counseling Center. In the event that the selected Consultant is required to come on campus, a visitor parking pass will be provided by the Department.

This position is deemed to be part time. The College anticipates calling the Consultant for service 2 – 3 days per month. The selected Consultant may be called during the following hours:

Monday – Friday, 9 AM – 5 PM.

These time frames are provided for reference purposes only. The actual work schedule may vary based on student needs, and will be created in collaboration with the Director of the Counseling Center.

Additionally, the selected Consultant may be called for off-hours telehealth consultations, as needed.

The Consultant’s weekly schedule will be provided in a digital format. The Consultant will submit a timesheet for all hours worked on a weekly basis, in quarter-hour increments.

RFP CSI-2605

Psychiatric Evaluation and Medication

Management Consultant

Insurance Requirements:

The Proposer must furnish evidence of all required insurance coverages other than Workers Compensation and New York State Disability Benefits on an ACORD Form, listing The City University of New York, the State of New York, the Dormitory Authority of the State of New York and the City of New York, together with their respective officials and employees, as Additional Insureds on a primary and non-contributory basis.

The selected Consultant shall maintain all required insurance coverage for the entire term of the Contract at their sole cost and expense.

Part 4: Technical Proposal Evaluation (Proposal Volume II)

Proposer shall provide a brief history and description of: Proposer’s business organization (with copies of organizational documents); its expertise and experience as it relates to the requirements discussed in the scope of work and specifications described in Part 3; its understanding of and approach to the project; its process and timeline for rendering the services. The information in this Proposal (excluding Section 4.1) should not exceed twenty (20) pages, and should include the following:

4.1 Proposer’s Background:

• Proposer’s name and address and, if applicable, EIN. Also indicate the type of entity, for example, an individual, corporation, partnership, or public organization.

• Resume and licensure documentation for the Consultant that will be providing services under this engagement, including all documents that validate the Consultant’s ability to meet the Minimum Qualifications set forth in Part 2, Paragraph I, Subsections a-c of this RFP.

• On Part 3, Attachment B, for each of the references, provide details for

• Name and contact information of the client executive that your company worked.

Please note the College will use this information to obtain a reference for the referenced services;

• Dates of service;

• Description of the services rendered;

• Describe the circumstances and status of any disciplinary action taken or pending against the Proposer during the past two (2) years;

• Additional information to support your firm’s experience (e.g. success criteria achieved, metrics, etc.)

• Name and title, address, email and telephone number of the person who receives correspondence and is authorized to make decisions or represent the Proposer. If these people are different, include information for both.

• Total number of years Proposer has been in its current business.

• Proposer’s organizational structure.

4.2 Proposer’s Clinical Qualifications and Expertise:

• A brief statement on the Proposer’s professional experience as it relates to the requirements of this engagement, which shall include, at a minimum, the following:

o Past experience working on a care team/in collaboration with other psychiatrists;

o Familiarity with the conditions and care-setting relevant to a telehealth operation that serves a college-aged population;

o Any specific experience working in a higher education environment providing clinical/patient care;

o Compliance to HIPAA practices in a telehealth settings;

o Risk management practices, including record-keeping standards and audit readiness.

4.3 Proposer’s Medication Management Approach

• Proposer must provide an outline to its approach on medication management and prescriptions, which addresses, at a minimum, the following:

o Evaluation practices and protocols for initiating, adjusting, and discontinuing medications;

o Monitoring practices, including counter-indications, side effects and follow-ups;

o Patient education and decision-making/coordination with the other members of the care team;

o Safeguards used when prescribing medications, including introduction of any controlled substances.

4.4 Quality Assurance and Outcome Measurement

• Proposer must provide an outline of its practices to diagnose and monitor patient progress/response to treatment;

• Proposer must provide an outline of its outcome measures, and how it addresses/pivots to alternatives when a course of treatment appears to be ineffective;

• Proposer must describe its continuous quality improvement efforts, including approach toward and integration of evidence-based practices as they are released.

Part 5: Proposal Price Breakdown Pages (Proposal Volume III)

Line No. Description *Quantity & UoM Unit of Measure Unit Price Extended Price 1 Hourly Rate for Psych Evaluation and Medication

Management Services during normal business hours (Monday - Friday, 9 AM - 5 PM), in accordance with the Scope of Work

300 Hours

2 Hourly Rate for Psych Evaluation and Medication Management Services during all other hours, in accordance with the Scope of Work

10 Hours

Line No. Description *Quantity & UoM Unit of Measure Unit Price Extended Price 3 Hourly Rate for Psych Evaluation and Medication

Management Services during normal business hours (Monday - Friday, 9 AM - 5 PM), in accordance with the Scope of Work

300 Hours

4 Hourly Rate for Psych Evaluation and Medication Management Services during all other hours, in accordance with the Scope of Work

10 Hours

$0.00

Line No. Description *Quantity & UoM Unit of Measure Unit Price Extended Price 3 Hourly Rate for Psych Evaluation and Medication

Management Services during normal business hours (Monday - Friday, 9 AM - 5 PM), in accordance with the Scope of Work

300 Hours

4 Hourly Rate for Psych Evaluation and Medication Management Services during all other hours, in accordance with the Scope of Work.

10 Hours

RFP CSI-2605

Part 5: Proposal Price Breakdown Pages

* All quantities provided herein are estimated, are for evaluation purposes only, and are not a guarantee of the actual amount to be ordered. The amount payable to the Contractor shall be based upon quantities actually ordered and services rendered.

YEAR ONE

OPTION YEAR TWO

OPTION YEAR THREE

Year One Total:

Year Two Total:

Year Three Total:

Total Proposal Amount:

Part 6: Proposal Scoring Criteria and Weights

Step 1: Administrative Review

CUNY will conduct an administrative review of each Proposal to ensure that all content has been submitted in accordance with this RFP (including a completed Form 1 signed by an authorized representative of Proposer and completed Forms 2 and 3) and that Proposers meet the Minimum

Qualifications set forth in this RFP. Proposals that do not include all required content will be deemed non-responsive and will not be granted any further consideration, unless CUNY deems such omissions non-material. After a firm has been identified for award, all Proposers will be notified.

Step 2: Scoring of Volume II: Technical Proposal (65 Points)

Members of the Committee will preliminarily score each Technical Proposal individually and then meet as a group to discuss and give final scores to the Technical Proposals. The Technical Score for each Proposal will consist of the sum of the scores given to the Technical Proposal by each of the Committee members, divided by the number of Committee members with a maximum score of sixty-five (65) points.

Step 3: Scoring of Volume III: Price Proposal (20 Points)

The College’s Procurement Department will score the Price Proposals. The Candidate(s) with the lowest proposed price, will receive a total of twenty-five (25) points, and higher proposed prices will receive proportionately lower points.

Step 4: Short-Listing Proposers

The University’s or College’s Procurement Office will add the Technical Score and the Price Proposal Score to calculate each Candidate(s) Written Score. Scores will be used to create a short-list of proposers.

Short-Listed Candidates for this solicitation will consist of the Proposer with the highest Written Score, and the three highest scoring Proposers within fifteen (15) points of the highest Written Score.

CUNY, in its sole discretion, reserves the right to select the Proposer(s) the highest Written Score(s) without requiring Oral Presentations.

Step 5: Interview for Short-Listed Proposers, if required (15 points)

The Short-Listed Candidates will be called for an interview to respond to questions about experience and education, as well as general clinical practice. The College may elect to hold the Oral Presentation in person, or via video conference. The Evaluation Committee will evaluate a Short-Listed Proposer’s

Interview and award a score with a maximum of fifteen (15) points based on the following criteria:

Overall Interview Quality, up to 15 points:

Highly Recommend (11-15): Candidate provided excellent responses to all interview questions.

Candidate has firm grasp on the needs of the Agency and appears to have the requisite skill set to successfully perform the duties of the Position beyond the expectations of the College. Candidate should seamlessly fit within the office(s) and work environment of the College department.

Recommend (6-10): Candidate provided satisfactory answers to all interview questions.

Candidate understands the needs of the College and would satisfactorily complete all tasks required of the Candidate.

Do Not Recommend (0-5): Candidate was ill-prepared for interview; or Candidate’s experience was overstated on the Technical Proposal submission; or Candidate did not understand the needs of the College department; or Candidate failed to answer basic questions regarding the skills and experience required for the position.

Step 7: Calculation of Short-Listed Proposer’s Final Proposal Score

The Final Proposal Score is the sum of the Short-Listed Proposer’s Written Score and Interview (if required) Scores for a possible maximum Final Proposal Score of one hundred (100) points.

CUNY reserves the right to request Best and Final Offers (“BAFOs”) from those Proposals receiving an

Oral Presentation. Should CUNY exercise this right, CUNY will request a BAFO from each Short-Listed

Proposer.

Step 8: Selection of Proposer

The Proposer with the highest Total Score, as calculated above, for a maximum of 100 points may be recommended by the Committee to the University for Contract award, if at all.

Table 1 Proposal Scoring Criteria and Weights

Title Scoring Method

Item Weight

Section Score

Points out of

Minimum Proposer Requirements (See Part 2-Paragraph I)

Pass/Fail N/A

Technical Proposal Scored 65 Proposers Clinical Qualifications & Expertise

Medication Management Approach 25 Quality Assuance and Outcome Measurement Plan

Price Proposal Scored 20

Oral Presentation /Product Demonstration by Short-Listed Proposers, if required

Scored 15

Possible Score

Part 7: Terms and Conditions of Contract

TERMS AND CONDITIONS

1. Time is a material term of Contractor’s performance of the Services; without limiting the generality of the foregoing, Contractor shall complete the Services by the final date specified in this Agreement and shall complete the corresponding portion of such Services by every interim date, if any, specified in the Project Objectives and Scope (Part 3) attached hereto.

2. Notwithstanding any other provisions of this Agreement, Contractor's status shall be that of an independent contractor and not that of an employee or agent of the University. Contractor shall be expected to work, without the full complement of support facilities, working conditions, and supervision given to employees of the University. All persons engaged by Contractor to assist Contractor shall at all times be deemed to be employees of Contractor, and Contractor shall be responsible for their work, direction, and compensation. Contractor may not subcontract the Services or any portion thereof without the prior written consent of the University. Contractor shall at all times utilize appropriately qualified and skilled personnel to perform the Services. Nothing in this Agreement shall be construed to impose any liability or duties upon the University for the performance of services by any third party hired or otherwise engaged by Contractor.

3. Neither Contractor nor any persons engaged by Contractor shall receive health insurance, sick leave, annual leave, pension, or any other fringe benefits associated with employment with the University.

4. Nothing in this Agreement shall impose any tax liability upon the University, including, but not limited to, federal, state, and local income taxes, unemployment insurance, or social security tax, incurred by Contractor or any persons engaged by Contractor. Contractor agrees to indemnify the University, the City of New York, and the State of New York and hold them harmless from any and all claims for such payments by taxing authorities, including, but not limited to, fines, penalties, levies, and assessments, for failure to withhold or remit such payments.

5. Contractor affirms that to the best of Contractor’s knowledge there exists no actual or potential conflict between the Services and Contractor's family, business, or financial interests, or those of any employee of Contractor, and no trustee, officer, or employee of the University, or other director, officer, employee, or person whose salary is payable in whole or in part from the treasury of the City of New York or the State of New York, is directly or indirectly interested in this Agreement or in any portion of the profits thereof. Should this situation change during the term of this Agreement, Contractor shall promptly notify the University. The University reserves the right in its sole discretion to determine whether or not any of the interests required to be disclosed under this paragraph 5 shall disqualify Contractor from performing the Services.

6. The University may at any time, upon prior written notice, terminate this Agreement with or without cause.

Contractor shall be paid on a prorated basis for those Services rendered up to the date of termination. The rights and obligations of both parties that expressly or by their nature would survive beyond the termination or expiration of this Agreement, including, but not limited to, Contractor’s representations and warranties and the provisions dealing with payment, ownership, indemnification, and confidentiality, shall so survive.

7. (a) Contractor acknowledges that Contractor and Contractor’s employees, agents, or representatives may, in the course of the performance of this Agreement, be exposed to or acquire information that is confidential to the University or its employees or students. Contractor shall treat all information obtained from the University or disclosed to Contractor while performing this Agreement as “Confidential Information” in accordance with this paragraph 7, except for any such information that the University designates to Contractor in writing as excluded from Confidential Information. This obligation of confidentiality does not extend to any information that: (i) was in the possession of or rightfully known by Contractor prior to the time of disclosure by the University without any obligation to maintain its confidentiality; (ii) is or becomes available to the general public without violation of this Agreement; (iii) is obtained by Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; (iv) is independently developed by Contractor without the participation of individuals who have had access to it; or (v) is required to be disclosed by court order, provided Contractor gives the University prior written notice of such required disclosure (to the extent legally permitted) and reasonable assistance if the University wishes to contest the disclosure.

(b) Contractor shall treat the Confidential Information with the same degree of care that Contractor would treat Contractor’s own confidential information, and with no less than reasonable care. Contractor shall not use the Confidential Information for purposes other than rendering the Services and shall limit access to Confidential Information to those of Contractor’s employees, agents, and representatives having a need to know such Confidential Information to perform the Services. Contractor shall not directly or indirectly disclose, distribute, republish or allow any third party to have access to any Confidential Information without such third party’s executing a confidentiality and non-disclosure agreement with the University under the same terms, or terms at least as restrictive, as set forth in this Agreement.

(c) Upon termination or completion of the Services, or at any time the University requests, Contractor shall return to the University, or destroy, all copies of the Confidential Information, in whatever media, and shall provide the University with a sworn certification that Contractor has complied with Contractor’s obligations under this paragraph 7. It is understood and agreed that, in the event of a breach, threatened or actual, of this paragraph 7, damages may not be an adequate remedy and the University shall be entitled to injunctive relief to restrain any such breach without having to post an undertaking.

8. Contractor shall protect, indemnify, and hold the University, the City of New York, and the State of New York harmless from and against any and all claims, suits, causes of action, liabilities, losses, damages and expenses (including, but not limited to, attorney's fees and court costs in connection with any such matters) to which the University, the City of New York, and/or the State of New York may be subjected arising out of or relating to: (a) injury to person or property, or wrongful death, that may result from any negligence, willful misconduct, intentional wrongdoing, malpractice, or incompetence of Contractor, or anyone employed or engaged by Contractor, in connection with the performance of this Agreement; and (b) any breach by Contractor of this Agreement or any of Contractor’s representations or warranties set forth herein.

9. Any invention or discovery, whether or not patentable, that is conceived or reduced to practice by Contractor and arises out of Contractor’s performance of the Services shall be reported to the University with complete information concerning such invention or discovery. The University retains all right, title, and interest to any such invention or discovery and retains the sole right to determine whether a patent application shall be filed. Contractor shall cooperate fully with the University or its designee to enable it to secure the rights retained under this paragraph 9 and shall execute all documents necessary to do so.

10. All copyrightable works (including, but not limited to, reports, compilations of data, software, pictorials, or graphics) created or prepared by Contractor or Contractor’s personnel in the course of the performance of the Services (“Copyrightable Works”) shall be "works made for hire" (as that term is defined in the copyright laws of the United States) for the University, and all copyright therein is expressly intended to be wholly owned by the University. To the extent that any Copyrightable Works may not, by operation of law, be works made for hire, Contractor hereby assigns to the University the ownership of copyright in such Copyrightable Works, and the University shall have the right to obtain and hold in its own name copyrights, registrations, and similar protections that may be available in such Copyrightable Works. Contractor agrees to give the University or its designee all assistance reasonably required to perfect such rights.

Contractor represents and warrants that Contractor is and shall be sole author of any and all Copyrightable Works, and that they are and shall be original works not subject to any prior agreement, lien, or other rights. Contractor further represents and warrants that the Copyrightable Works do not and shall not contain libelous, plagiarized, injurious, or other unlawful matter, and that they do not and shall not infringe on copyright or violate any other right of any person or party whatsoever.

11. Contractor represents, covenants, certifies, and warrants: (a) that Contractor is expert in performing the Services referred to by this Agreement; (b) that Contractor is licensed as may be required by all applicable authorities in the State of New York and the City of New York, as the case may be, to perform the Services and that all Services shall be performed in accordance with applicable law; (c) that every other person that Contractor retains to perform any of the Services shall be licensed as may be required by all applicable authorities; (d) that Contractor will take all steps necessary and advisable to maintain such licenses and give the University prompt notice of any lapse of any such license; and (e) that Contractor is not on the “Entities Determined To Be Non-Responsive Bidders/Offerers Pursuant to The New York State Iran Divestment Act of 2012” list published by the New York State Office of General Services.

12. Contractor shall procure and maintain commercial general liability insurance issued in Contractor's name by a licensed carrier authorized to do business in New York, in an amount not less than one million dollars ($1,000,000) per occurrence combined single limit. Such insurance shall name the University, the City of New York, and the State of New York, and such additional persons or entities required by the University from time to time, as additional insureds. If the Part 3 attached hereto contains alternate insurance requirements, such requirements shall control.

Contractor shall provide the University with certificates of all required insurance and, upon the University’s request, copies of policies and all endorsements.

13. The University shall pay Contractor for the Services in accordance with amounts and rates set forth in Part 5 attached hereto and in accordance with these terms and conditions. Contractor shall submit properly documented invoices for the Services to the Accounts Payable Department indicated on the Purchase Order, but only following acceptance of the Services and at time intervals and in form and substance acceptable to the University. The University reserves the right to request additional information at any time, and Contractor shall provide such information promptly. Following the University’s receipt of such invoices, the University (or the State of New York or the City of New York, as applicable) shall pay Contractor in accordance with ordinary University (and State or City) procedures and practices. Contractor agrees to accept payments under this Agreement by electronic funds transfer, and Contractor shall provide all information and documentation requested by the University or the State or City to effectuate electronic funds transfers.

14. (a) Appendix A: Standard Clauses for New York State Contracts (“Appendix A”) is attached hereto, and its terms and conditions are hereby incorporated by reference. The term “State” in Appendix A includes the State of New York and The City University of New York, which is a “contracting agency” and “State agency” for purposes of Appendix A.

(b) If there is any conflict between the terms and conditions of this Agreement, and the provisions of any exhibit or appendix hereto, the conflict shall be resolved in the following order of precedence: (i) Appendix A (Standard Clauses for New York State Contracts), (ii) the terms and conditions of this Agreement, and (iii) RFP Part 3: Project Objectives and Scope.

(c) Contractor's obligations under this Agreement may not be assigned, subcontracted, or transferred without the prior written consent of an authorized representative of the University.

(d) This Agreement, including its exhibits and appendices, all of which are incorporated herein, contains the entire understanding of the parties hereto, supersedes all previous oral or written understandings, representations, or agreements to the extent that they relate to the subject matter hereof, and may not be modified by either party unless such modification is in writing and signed by an authorized representative of each party.

(e) Waiver by either party of a breach of any provision of, or right under, this Agreement shall not operate or be construed as a waiver of any other or subsequent breach of the same provision or right, or of any other provision or right under this Agreement.

(f) If any provision of this Agreement or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect any other provision that can be given effect without the invalid provision or application, and to this end the provisions hereof shall be severable.

(g) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting the Agreement.

(h) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15. All independent contractors and freelancers are protected from employment discrimination and harassment under the City Human Rights Law. Pursuant to N.Y.C. Admin. Code § 8-107(23), if a Contractor works for the University for: (1) more than 80 hours in a calendar year; and (2) for at least 90 days (need not be consecutive days), then Contractor and its employees providing services under this Agreement must take sexual harassment prevention training, such as that provided by the City of New York at https://www1.nyc.gov/site/cchr/law/sexual-harassment-training.page, and must provide proof of completion of training to the College Procurement Department.

16. If Contractor is providing consulting services to the University for an amount equal to $20,000 or more, the followin g shall apply:

Contractor is obligated under this Agreement to complete, sign, and submit, Form A "Contractor’s Planned Employment", described in Exhibit 2, before Contractor may begin providing the Services. Contractor also is obligated under this Agreement to complete, sign, and submit promptly after March 31 of each year that the Agreement is in effect, Form B "Contractor's Annual Employment Report" described in Exhibit 2. These forms are available at https://www.osc.state.ny.us/agencies/guide/MyWebHelp/Content/XI/18/C.htm https://www1.nyc.gov/site/cchr/law/sexual-harassment-training.page https://www1.nyc.gov/site/cchr/law/sexual-harassment-training.page http://www.osc.state.ny.us/agencies/forms/ac3271s.doc http://www.osc.state.ny.us/agencies/forms/ac3272s.doc https://www.osc.state.ny.us/agencies/guide/MyWebHelp/Content/XI/18/C.htm

Part 8: Service Level Agreement

Not Applicable

Part 9: Supplier Diversity Provisions

Contractor Requirements and Procedures for Participation by New York State-certified Minority, Women, and Service-Disabled Veteran-Owned Businesses and

Equal Employment Opportunities for Minority Group Members and Women

This Appendix describes certain requirements and procedures applicable to the (1) Request for Quotes (“RFQ”), Invitation for Bids (“IFB”), or Request for Proposals (“RFP”) of which this Appendix is a part, (the “Solicitation”) and to all Respondents, and (2) any contract or purchase order resulting from this Solicitation (the “Contract”) and to any contractor selected as a result of this Solicitation (the “Contractor”). The term “Respondent” as used herein shall mean any person or entity responding to the Solicitation, including, without limitation, Bidders responding to an IFB, Proposers responding to a RFP, or Respondents providing Quotes pursuant to an RFQ. Failure by any Respondent to timely provide any of the documents, plans, and the like contemplated in this Appendix that are required to be delivered to CUNY prior to Contract award shall be grounds for CUNY to reject such Respondents’ Quote, Bid Submission, or Proposal as non-responsive. In addition, failure by any Contractor to comply with the any of the following requirements may, in the sole and absolute discretion of CUNY unless otherwise noted, result in a finding of non-responsibility and/or a breach of the Contract, leading to the withholding of funds, assessment of liquidated damages, suspension or termination of the Contract and/or such other actions or enforcement proceedings as allowed by the Contract, law or equity. Capitalized terms used but not defined in this Appendix shall have the meaning set forth in the Solicitation of which this Appendix is a part. The term “College-Designated Contact” as used in this Appendix shall mean the CUNY employee identified in the Solicitation for correspondence relating to the procurement of goods and/or services hereunder, including, without limitation, a “College-Designated Contact” identified in an IFB, a “Designated Contact” identified in an RFP, an “RFQ Administrator” identified in an RFQ, or the like. All forms required by the Appendix may be obtained from the College-Designated Contact or from www.cuny.edu/vendorforms, if not attached hereto.

1. Solicitation Provisions. The following provisions apply to the Solicitation and to any Contract awarded under the Solicitation. All Respondents responding to this Solicitation are subject to the following provisions.

A. New York State Law Pursuant to New York State Executive Law Article 15-A, Parts 140-145 of Title 5 of the New York Codes, Rules and Regulations, and CUNY policy, CUNY is required to promote opportunities for the maximum feasible participation of New York State-certified Minority- and Women-owned Business Enterprises and the employment of minority group members and women in the performance of CUNY contracts.

Pursuant to New York State Executive Law Article 17-B, Parts 252 of Title 9 of the New York Codes, Rules and Regulations, and CUNY policy, CUNY is required to promote meaningful participation in public procurement by New York State certified Service-Disabled Veteran-Owned Businesses (“SDVOB”), thereby further integrating such businesses into New York State’s economy. In recognition of the service and sacrifices made by service-disabled veterans and in recognition of their economic activity in doing business in New York State, Respondents are expected to consider SDVOBs in the fulfillment of the requirements of the Contract. Such participation may be as subcontractors or suppliers, as protégés, or in other partnering or supporting roles.

http://www.cuny.edu/vendorforms

B. Business Participation Opportunities for MWBEs and SDVOBs CUNY may have established (1) an overall participation goal for New York State-certified minority- and women-owned business enterprises (“MWBE”), and (2) specific participation goals for New York State-certified minority-owned business enterprises (“MBE”) and New York State-certified women-owned business enterprises (“WBE”), for the Contract (based on the current availability of qualified MBEs and WBEs) (collectively, “MWBE Goals”) and/or (3) an overall SDVOB participation goal for the Contract, based on the current availability of qualified SDVOBs (“SDVOB Goal”). The term “Supplier Diversity Goals” used herein shall mean any MWBE Goals, SDVOB Goals, or both, established by CUNY for the Contract.

Any such Supplier Diversity Goals will be set forth in the Solicitation. If no Supplier Diversity Goals appear in the Solicitation, or if the Solicitation indicates that there are no Supplier Diversity Goals, then CUNY will be deemed to have set no Supplier Diversity Goals for the Solicitation and the Contract, and no Supplier Diversity Goals will apply.

As discussed further below, if Supplier Diversity Goals have been set for this Solicitation, the Contractor must document its good faith efforts to provide meaningful participation by MWBEs and/or SDVOBs as subcontractors or suppliers in the performance of the Contract. To that end, by submitting a response to this Solicitation, Bidder agrees that CUNY may withhold payment pursuant to any Contract awarded as result of this Solicitation pending receipt of the required MWBE or SDVOB documentation. For the purposes of providing meaningful participation by MWBEsand SDVOBs, the Respondents and Contractor should reference the directory of New York State Certified MWBEs found at:

https://ny.newnycontracts.com and the list of New York State Certified SDVOBs found at:

https://ogs.ny.gov/Veterans/. For guidance on how CUNY will determine a Contractor’s “good faith efforts,” refer to 5 NYCRR §142.8 in relation to MWBEs and 9 NYCRR §252.2(n) in relation to SDVOBs.

Bidder understands that only sums paid to MWBEs and SDVOBs for the performance of a commercially useful function, as that term is defined in 5 NYCRR §140.1 in relation to MWBEs and 9 NYCRR §252.1(f) in relation to SDVOBs, may be applied towards the achievement of the corresponding MWBE Goal and SDVOB Goal. For Contracts that are determined to be construction contracts by CUNY, acting in its sole and absolute discretion (“Construction Contracts”), the portion of a Construction Contract with an MWBE serving as a supplier that shall be deemed to represent the commercially useful function performed by the MWBE shall be 60 percent of the total value of the Construction Contract. The portion of a Construction Contract with an MWBE serving as a broker that shall be deemed to represent the commercially useful function performed by the MWBE shall be the monetary value for fees, or the markup percentage, charged by the MWBE. For all Contracts that are not Construction Contracts, the portion of a contract with an MWBE serving as a broker that shall be deemed to represent the commercially useful function performed by the MWBE shall be 25 percent of the total value of the contract.

In accordance with 5 NYCRR §142.13 the Bidder acknowledges that if it is found to have willfully and intentionally failed to comply with the MWBE participation goals set forth in the Contract, such finding constitutes a breach of Contract and CUNY may withhold payment as liquidated damages. Such liquidated damages shall be calculated as an amount equaling the difference between: (1) all sums identified for payment to MWBEs had the Contractor achieved the contractual MWBE Goals; and all sums actually paid to MWBEsfor work performed or materials supplied under the Contract.

In accordance with 9 NYCRR § 252.2(s), any Contractor found to have willfully and intentionally failed to comply with the SDVOB Goals set forth in the Contract, shall be found to have breached the Contract https://ny.newnycontracts.com/ https://ogs.ny.gov/Veterans/ and Contractor shall pay damages as set forth therein.

By submitting a response to this Solicitation, the Respondent agrees to demonstrate and document its good faith efforts to achieve the Supplier Diversity Goals by submitting evidence thereof to CUNY, including, without limitation, all forms, documents, data, information, and the like contemplated in this Attachment. The Respondent, and any selected Contractor, shall submit all forms, documents and correspondence required to be submitted under this Appendix to the College-Designated Contact, in the form and manner required by CUNY, and to any other individual and address otherwise designated in writing by CUNY for such purposes from time to time.