Bid Advertisement – Request for Bids (RFB) · The successful bidder will be responsible for all...

F.J. Sciame Construction Co., Inc. CUNY TV Facility – Phase II The Graduate Center

BID BOOKLET The City University of New York Package: Systems Integration

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Bid Advertisement – Request for Bids (RFB) Systems Integration CUNY TV Facility – Phase II The Graduate Center The City University of New York 365 Fifth Avenue, Suite 1400 New York, NY 10016 contract no. NY-CUCF-01-08-SI Description: On behalf of the City University Construction Fund (CUCF), F.J. Sciame Construction Co., Inc (Sciame) acting as Construction Manager, is soliciting the services of a Systems Integrator to provide all labor, material, and equipment necessary for the broadcast audio and video equipment within the renovated rooms of the CUNY TV facility located at the CUNY Graduate Center, 365 Fifth Avenue, NY, NY. The work generally consists of the NYC Media Group Master Control Room, Radio production facilities and equipment spaces, rooftop satellite antennas and upgrades in the existing CUNY TV Master Control Room and associated spaces. It includes installation of all broadcast television systems, equipment and assemblies specified herein including termination of all cable provided by others or supplied as specified herein and on the TS System contract drawings and specification documents, for a complete and fully functioning system. Bid documents will be available starting at 12:00 noon on March 20, 2012. Bid documents may be downloaded from on our FTP site, http://cuny.sciame.com/. If you are unable to download the documents from our site, you MUST contact Anne Marie Chance by fax, at (212) 248-5313, or email, at [email protected], to arrange your pickup of the drawings in CD format. After contacting Anne Marie Chance, the documents will be made available at F.J. Sciame Construction Co., Inc., 14 Wall Street, 2nd Floor, New York, NY 10005. A mandatory site walkthrough is required in order to submit a bid. This site walkthrough has been scheduled for Tuesday, March 27, 2012 at 10:00 am. All bidders are required to attend this walkthrough. Bidders’ subcontractors and suppliers are encouraged to attend as are other interested subcontractors and suppliers. Prospective Bidders should meet at the security desk in the Lobby of the 5th Avenue entrance at The Graduate Center, The City University of New York, 365 Fifth Avenue, Suite 1400, New York, NY 10016. The site walkthrough will follow immediately thereafter the sign-in. Bidders not attending the mandatory site walkthrough will be disqualified and subsequent bids will be found non-responsive. All RFIs must be submitted in writing no later than 3:00 pm on Friday, April 6, 2012. Submit all RFIs in writing to Anne Marie Chance by fax, at (212) 248-5313, or by email, at [email protected]. Addenda



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to the Bid conveying RFI responses, and any other applicable matters, will be available for downloading at http://cuny.sciame.com/. Bidders must check this website periodically for any Addenda that may be issued before submitting a Bid. Bidder will be required to demonstrate that it is an organization doing business for a minimum of three (3 ) years prior to the bid opening date as documented by the New York State Department of State, has successfully completed three (3) projects of similar size and scope in the last three (3) years prior to the bid opening date. Must be an authorized dealer of the specified equipment. Bidder shall submit: a Bid Form (included in the Project manual of the Bid Booklet Documents); project list confirming the bidder satisfies experience requirements; proof of insurance; proof of bonding capacity; Bid Bond (10% of Bid) in the approved form; Experience Modification Rate for the past three (3) years (as set forth in the Safety Questionnaire); as well as any other documents requested within the Bid Documents. See Bid Booklet for timing and instructions for submission. The MBE goal for this project is 7.25%; the WBE goal is 4.75%. The successful bidder will be responsible for all licenses, permits, insurance and agency sign-offs for the duration of the contract. See the Bid Booklet Documents for a complete description of the project scope, bid requirements & procedures. Bidders will be required to submit all required bid forms (included in Bid Booklet document); including, but not limited to: Bid Proposal Form including Unit Prices, Equipment List Breakout, Acknowledgement of Addenda, Integrity Affidavit, Trade Scope Checklist, and Drawing List; Bid Bond; New York State Procurement Lobbying Act Forms; Self-Performance Plan; and Bidder’s Identification of Subcontractors. After the bid opening, the three apparent lowest bidders will also be asked to submit an M/WBE Plan, Financial & Safety Qualification Forms, New York State Vendor Responsibility Questionnaire, Vendor Disclosure Form for Bidder and Subcontractors, and Trade-Specific Project Schedule. The MBE participation goal for this project is 7.25%; the WBE participation goal is 4.75%. The expected construction cost range is between $ 6,000,000.00 and $ 7,000,000.00. The Bid Proposal Package shall be delivered and received no later than Friday, April 27, 2012 at 12:00 noon. Bids must be submitted in SEALED envelopes, stating clearly: “Sealed Bid Proposal Package Enclosed, CUNY TV Facility Phase II - Trade: Systems Integration.” Bids must be submitted using the enclosed Bid Booklet Documents. Submit one (1) original, directly delivered to F.J. Sciame Construction Co., Inc., 14 Wall Street, 2nd Floor, New York, NY 10005, Attn: Anne Marie Chance

Bid Due Date: Friday, April 27, 2012 at 12:00 noon. Bids will be received Monday through Friday during regular business hours but no later than specified above. No electronic or fax bids will be accepted. Late bids will not be opened. Proposals which do not conform to the above time table and format will be subject to rejection. Bids will be opened at the offices of the City University of New York (CUNY) located at 555 West 57th



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Street New York, N.Y. 10019 at the 10th Floor Conference Room on Friday, April 27, 2012 at 1:30 PM. No more that two representatives per firm may attend the bid opening. See the Bid Booklet Documents for a full description of the project, process, submission requirements, timeline and contact information.



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BID BOOKLET



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Table of Contents BID BOOKLET..................................................................................................................................................................- 4 -

I. INSTRUCTIONS TO BIDDER ................................................................................................................................- 6 - Bid Booklet Document Retrieval..................................................................................................................................- 6 - Preparation by Bidder...................................................................................................................................................- 6 - Site Walkthrough and RFIs ..........................................................................................................................................- 6 - Bid Booklet Documents Instructions............................................................................................................................- 7 - Bid Proposal Package Submission..............................................................................................................................- 10 - Bid Proposal Package Format.....................................................................................................................................- 10 - Supplementary Information Required After Bid Submission .....................................................................................- 11 - Bid Interviews ............................................................................................................................................................- 11 - Taxes ..........................................................................................................................................................................- 11 - Insurance ....................................................................................................................................................................- 11 - Bond ...........................................................................................................................................................................- 11 -

II. BID PROPOSAL PACKAGE DOCUMENTS...................................................................................................- 12 - A. BID PROPOSAL PACKAGE CHECKLIST ..................................................................................................................... - 13 - B. BID PROPOSAL FORM FOR SYSTEMS INTEGRATION ................................................................................................ - 14 -

Pricing Breakouts: ......................................................................................................................................................- 18 - Unit Prices ..............................................................................................................................................................- 18 - Labor Rates: ...........................................................................................................................................................- 18 - Equipment Breakout Prices: ...................................................................................................................................- 19 - Acknowledgement Of All Addenda: ..........................................................................................................................- 20 - Integrity Affidavit.......................................................................................................................................................- 21 - Trade Scope Checklist ................................................................................................................................................- 23 - Drawing List .....................................................................................................................................................- 26 -

C BOND REQUIREMENTS ............................................................................................................................................... - 27 - D. NY STATE PROCUREMENT LOBBYING ACT FORMS ................................................................................................ - 40 - E. BIDDER’S SELF PERFORMANCE PLAN AND IDENTIFICATION OF SUBCONTRACTORS ............................................. - 46 - F. TRADE AGREEMENT – A401 CONTRACT SAMPLE ................................................................................................... - 48 -

F.J. Sciame Construction Co., Inc. General Requirements –Rider ‘A’.......................................................................- 49 - F.J. Sciame Construction Co., Inc. General Requirements – Rider ‘B’......................................................................- 50 - F.J. Sciame Construction Co., Inc. - No Tolerance Policy .........................................................................................- 51 - Subcontractor Safety Requirements............................................................................................................................- 52 - Project Labor Agreement............................................................................................................................................- 54 -

G. PROJECT INSURANCE REQUIREMENTS .................................................................................................................... - 55 - H. NOISE MITIGATION PLAN......................................................................................................................................... - 66 - I. PROJECT SCHEDULE .................................................................................................................................................. - 67 -

III. SUPPLEMENTAL INFORMATION ITEMS...................................................................................................- 68 - J. M/WBE REQUIREMENTS & FORMS.......................................................................................................................... - 69 - K. FINANCIAL & SAFETY QUALIFICATION FORMS ...................................................................................................... - 72 - L. NEW YORK STATE VENDOR RESPONSIBILITY QUESTIONNAIRE ............................................................................. - 80 - M. VENDOR DISCLOSURE FORM ................................................................................................................................... - 81 -

TOC



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I. Instructions to Bidder F. J. Sciame Construction Co., Inc. (Sciame), on behalf of the City University Construction Fund (CUCF), invites your firm to bid for the Systems Integration work for the following project:

CUNY TV Facility – Phase II The Graduate Center The City University of New York 365 Fifth Avenue, Suite 1400 New York, NY 10016

Bid Booklet Document Retrieval Bid Booklet documents, drawings, and specifications will be available to prospective bidders on March 20, 2012 via download on our FTP site, http://cuny.sciame.com/ . Prospective bidders must register to retrieve documents. If you are unable to download the documents from our site, you MUST contact Anne Marie Chance by fax, at (212) 248-5313, or email, at [email protected], to arrange your pickup of the drawings in CD format. After contacting Anne Marie Chance, the documents will be made available at F.J. Sciame Construction Co., Inc., 14 Wall Street, 2nd Floor, New York, NY 10005. Preparation by Bidder Each Bidder shall examine all Bid Booklet documents, drawings, and specifications of his/her own work as well as other divisions of the work, noting particularly all requirements that will affect his/her work in any way. Failure of a Bidder to fully acquaint himself/herself with the work in conformity with all requirements for the project as a whole will not be considered subsequently as a basis for extra compensation. Bidders shall not withdraw bids within ninety (90) calendar days after the bid submission date. Site Walkthrough and RFIs Before submitting a Proposal, Bidders shall fully inform themselves as to all existing conditions and limitations with respect to the site and work involved. A mandatory site walkthrough will be held on Tuesday, March 27, 2012 at 10:00 am. All bidders are required to attend this site walkthrough. Prospective Bidders should meet at the security desk in the Lobby of the 5th Avenue entrance at the following address:

The Graduate Center The City University of New York 365 Fifth Avenue, Suite 1400 New York, NY 10016

All RFIs must be submitted to Anne Marie Chance by Friday, April 6, 2012 at 3:00 pm in writing by fax, at (212) 248-5313, or by email, at [email protected]. Addenda to the bid conveying

INSTRUCTIONS TO BIDDER



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RFI responses, and any other applicable matters, will be available for downloading at http://cuny.sciame.com/. Bidders must check this website periodically for any Addenda that may be issued before submitting a Bid. Please note that you must acknowledge the receipt of all Addenda on the Bid Proposal Form. Bid Booklet Documents Instructions The following documents must be reviewed, completed and returned where instructed. See below for instructions as to how each document should be handled. Instructions for packaging these documents in envelopes can also be found below in the Bid Proposal Package Format section.

Bid Proposal Package Documents These documents comprise the Bid Proposal Package and must be returned. Failure to submit the required documents will result in the disqualification of the bid. Upon award, these documents will become part of the Contract Documents. 1. Bid Booklet Checklist Bidder to complete and sign this checklist as part of the Bid Proposal Package. The checklist includes a list of all of the documents in the Bid Booklet and an acknowledgement of their receipt and acceptance. 2. Bid Proposal Form for Systems Integration and Addenda, including: - Equipment List Breakout Complete and sign this checklist as part of the Bid Proposal Package. - Acknowledgement of all Addenda - Integrity Affidavit - Trade Scope Checklist: Complete and sign this Checklist as part of the Bid Proposal Package. - Drawing List: Initial the top of the Drawing List to confirm that you have received all drawing and specification documents listed. Review this Form and complete in its entirety. Provide all lump sum pricing, breakouts, and unit pricing requested. Sign the last page of the Form. 3. Bond Requirements Review and confirm acceptance of the bond requirements. Bidder is to complete the Bid Bond as part of the Bid Proposal Package. Any attempt by the apparent low bidder to withdraw its bid will result in forfeiture of the Bid Bond amount and payment of the difference between its bid and the awarded bid amount. Upon award, the winning Bidder will be required to complete the Payment and Performance Bonds. 4. NY State Procurement Lobbying Act Forms Complete this document as part of the Bid Proposal Package.




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5. Self-Performance Plan and Bidder’s Identification of Subcontractors Complete this document as part of the Bid Proposal Package. Subcontractor Documents for Systems Integration These documents are part of the Bid Booklet but should not be returned with the Bid Proposal Package. Bidders must review these documents and indicate their acceptance of them by checking them off in the Bid Booklet Checklist. Upon award, these documents will become part of the Contract Documents. 6. Trade Agreement - Contract Sample Review and confirm acceptance of the F.J. Sciame Construction Co., Inc. form of contract in the Bid Booklet Checklist. No modifications to the contract will be accepted. Upon award, these documents will become part of the Contract Documents. The Contract Sample includes the following documents:

• F.J. Sciame Construction Co., Inc. General Requirements – Rider ‘A,’ and Rider ‘B’ • F.J. Sciame Construction Co., Inc. No Tolerance Policy • Subcontractor Safety Requirements: Upon award, the winning Bidder will be required to submit a project specific safety manual. • Project Labor Agreement: There is a Project Labor Agreement (PLA) for this project. The PLA is entered into between CUNY and the Building Trades and Construction Trades Council of Greater New York (BCTC) affiliated Local Unions. By submitting a bid, the contractor agrees that the PLA is binding on the Contractor and all Subcontractors of all tiers. Prior to contract award, the winning Bidder will be required to execute a “Letter of Assent.”

7. Project Insurance Requirements Review and confirm acceptance of the insurance requirements in the Bid Booklet Checklist. 8. Noise Mitigation Plan Review and confirm acceptance of the Noise Mitigation Plan in the Bid Booklet Checklist. 9. Project Schedule Sciame’s project schedule is attached. Review and confirm acceptance of the schedule in the Bid Booklet Checklist.




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Supplementary Information Items Required After Bid Submission These documents comprise the Supplementary Information Items and must be reviewed by the Bidder prior to bidding, although no action is required on these items prior to the Bid Opening. After the Bid Opening, F.J. Sciame Construction Co., Inc. will contact in writing the three apparent low bidders to request these items. Failure to submit these items may result in the disqualification of the bid. 10. M/WBE Requirements The MBE participation goal for this project is 7.25%; the WBE participation goal is 4.75%. Review the project’s subcontractor utilization requirements in Section J. After the Bid Opening at the written request of F.J. Sciame Construction Co., Inc., the three apparent low bidders must submit a plan to meet the M/WBE requirements as part of the Supplementary Information Items. If the Bidder believes that they cannot meet the M/WBE requirements in part or in entirety, they must complete and submit a waiver request. 11. Financial & Safety Qualification Forms After the Bid Opening at the written request of F.J. Sciame Construction Co., Inc., the three apparent low bidders must submit these forms as part of the Supplementary Information Items. Bidder must represent that they have successfully completed projects of a similar size and complexity. Any inability to make this representation or to meet this project’s Financial and Safety Qualifications may result in the disqualification of the bid. 12. New York State Vendor Responsibility Questionnaire After the Bid Opening at the written request of F.J. Sciame Construction Co., Inc., the three apparent low bidders must submit this form as part of the Supplementary Information Items. Bidders must be approved prior to award and all subcontractors must also submit the NYSVRQ form and be approved prior to starting work on site. 13. Vendor Disclosure Forms After the Bid Opening at the written request of F.J. Sciame Construction Co., Inc., the three apparent low bidders must submit these forms as part of the Supplementary Information Items. Bidders must be approved prior to award and all subcontractors must also submit the VDF form and be approved prior to starting work on site. 14. Project Schedule Sciame’s project schedule is attached. After the Bid Opening at the written request of F.J. Sciame Construction Co., Inc., the three apparent low bidders shall provide a trade specific project schedule as part of the Supplementary Information Items. The schedule shall show how project milestones, as outlined by Sciame, will be met. At a minimum, schedule will include shop drawings, review and approvals, material lead times, mobilization, and major items of construction.




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Bid Proposal Package Submission The Bid Proposal Package shall be submitted in accordance with the following instructions:

a. Bids are due by Friday, April 27, 2012 at 12:00 noon b. Bids must be submitted as noted below, using the enclosed Bid

Documents. c. Submit one (1) original, directly delivered to:

F.J. Sciame Construction Co., Inc. 14 Wall Street, 2nd Floor New York, NY 10005 Attn: Anne Marie Chance

d. Bids must be submitted in SEALED envelopes, stating clearly: “Sealed Bid Proposal Package Enclosed, CUNY TV Facility Phase II - Trade: Systems Integration”

e. Proposals which do not conform to the above time table and format will be subject to rejection.

Bid Proposal Package Format The bid shall consist of one original in two (2) separate, sealed envelopes. Submit only one set of completed documents in separate envelopes as follows:

BID ENVELOPE No. 1 shall contain the following documents:

1. Bid Booklet Checklist 2. Bid Proposal Form and Addenda, including Unit Prices and Equipment List

Breakout, Acknowledgement of all Addenda, Integrity Affidavit, Trade Scope Checklist, and Drawing List

3. Bid Bond 4. New York State Procurement Lobbying Act Forms

BID ENVELOPE No. 2 shall contain the following documents:

5. Self-Performance Plan and Bidder’s Identification of Subcontractors FAILURE TO SUBMIT THE REQUIRED ITEMS IN ENVELOPES 1 AND 2 WILL RESULT IN THE DISQUALIFICATION OF THE BID. Bids will be opened at the offices of the City University of New York (CUNY) located at 555 West 57th Street New York, N.Y. 10019 at the 10th Floor Conference Room on April 27, 2012 at 1:30 PM. No more that two representatives per firm may attend the bid opening. INSTRUCTIONS TO BIDDER



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Supplementary Information Required After Bid Submission After bid opening, F.J. Sciame Construction Co., Inc. will issue a written request for additional information from the three apparent low bidders. SUPPLEMENTARY INFORMATION ITEMS shall include the following documents:

6. M/WBE Plan 7. Financial & Safety Qualification Forms 8. New York State Vendor Responsibility Questionnaire 9. Vendor Disclosure Forms for Bidder and Subcontractors 10. Trade-Specific Project Schedule

FAILURE TO SUBMIT SUPPLEMENTARY INFORMATION ITEMS ON REQUEST MAY RESULT IN THE DISQUALIFICATION OF THE BID.

Bid Interviews Upon opening of bids, Sciame may require that one or more Bidders be interviewed to confirm that they fully understand the Scope of Work to be performed. Please be advised that if you are requested to attend a bid interview you shall be required to discuss the items/areas that are included in your estimate as well as quantities and unit prices where applicable.

Taxes This is a tax exempt project. Bids must include all applicable Federal, State, Use and Local taxes that may be imposed on materials or services provided under this proposal that are not excluded by virtue of the tax exempt status.

Insurance Bids received shall be construed as confirmation of the Bidder’s ability to meet all insurance requirements as per Section G of the Bid Proposal Package Documents.

Bond Bids received shall be construed as confirmation of the Bidder’s ability to meet all bonding requirements shown on the Contract Documents. Bidder is to complete the Bid Bond as part of the Bid Proposal Package. Upon award, the winning Bidder will be required to complete the Payment and Performance Bonds. See Section C of the Bid Proposal Package Documents for details.




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II. Bid Proposal Package Documents BID PROPOSAL PACKAGE



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A. Bid Proposal Package Checklist Complete the following Checklist by initialing each line to indicate that you acknowledge receiving and reading all Bid Proposal Package items and that you understand their terms. Failure to acknowledge receipt may disqualify your bid. Item Received & Reviewed Bid Proposal Form, including:

Price Breakouts

Acknowledgement of all Addenda

Integrity Affidavit

Trade Scope Checklist

Drawings List

Bond Requirements

NY State Procurement Lobbying Act Forms

Self-Performance Plan and Bidder’s Identification of Subcontractors

Trade Agreement – Contract Sample, including: F.J. Sciame Construction Co., Inc. General Requirements Rider ‘A’ and Rider ‘B’

F.J. Sciame Construction Co., Inc. No Tolerance Policy

Subcontractor Safety Requirements

Project Labor Agreement

Project Insurance Requirements

Noise Mitigation Plan

Project Schedule

M/WBE Requirements and Forms

Financial and Safety Qualification Forms

New York State Vendor Responsibility Questionnaire

Vendor Disclosure Forms BID PROPOSAL PACKAGE A. ENVELOPE 1 – FILL OUT THIS FORM



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B. Bid Proposal Form for Systems Integration

PROPOSAL FORM SYSTEMS INTEGRATION & RELATED WORK

(herein called “work of this trade”)

Name of Firm __________________________________________ (herein called “undersigned”) Address __________________________________________ __________________________________________ __________________________________________ Telephone No. __________________________________________ Email Address __________________________________________ Fax No. __________________________________________ Contact __________________________________________ Date: __________________ We hereby submit our Proposal to provide and install all work of this trade for:

CUNY TV Facility Phase II 365 Fifth Avenue New York, NY 10016 (herein called “this project”)

LUMP SUM (BASE BID):

In compliance with F.J. Sciame’s (SCIAME) Invitation to Bid letter for this project, and having carefully examined the Contract Documents, inspected the site of the proposed work and familiarized ourselves with all conditions likely to be encountered affecting the cost and schedule of the proposed work, the undersigned hereby proposes to furnish all labor, materials, delivery, transportation, equipment, tools and services necessary to provide, install and complete all work of this trade in strict accordance with the Contract Documents listed in the Instructions to Bidders, and under the conditions indicated below for the following Lump Sum amount(s) and percentage(s):

LUMP SUM (BASE BID) (Tax Exempt Project).

____________________________________________________ $_________________

(Written Out) (Figures) BID PROPOSAL PACKAGE B. ENVELOPE 1 – FILL OUT THIS FORM



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CHANGES IN THE WORK:

The undersigned agrees that the percent Overhead and Profit mark-up for extra work and credits, if any, shall be as referenced in F.J. Sciame Construction Co., Inc. contract.

CLEAN-UP AND TRASH REMOVAL:

The undersigned will at all times during the progress of the work keep the site and his/her work areas free from accumulation of waste matter and rubbish and will confine his/her apparatus, materials and operations of his/her workmen to the limits of the construction area except as they may be temporarily extended with the approval of F.J. Sciame Construction Co., Inc.. The undersigned will sweep and clean up from his/her work daily. The undersigned is responsible for all trash clean up and removal related to his/her work, both daily and at the end of the project.

SUBCONTRACTOR WORK:

All subcontractors and sub-subcontractors are subject to prior approval by CUNY and subject to M/WBE and EEO requirements. All work performed for the undersigned by his/her Subcontractor shall be pursuant to an appropriate agreement, between the undersigned and Subcontractor (and when appropriate, between Subcontractors and Sub-Subcontractors) which shall contain provisions that:

1. Preserve and protect the rights of the Owner and the Architect under the Contract with respect to

the work to be performed under the subcontract so that the subcontracting thereof will not prejudice such rights.

2. Require that such work be performed in accordance with the requirements of the Contract

Documents.

3. Require that all claims for additional costs with respect to the subcontracted portions of the work be submitted to the undersigned (via any Sub or Sub-Subcontractor when appropriate) in the manner provided in the Contract Documents for like claims by the undersigned upon the Owner.

The undersigned agrees that all work applicable to this trade shown and/or described on any of the Contract Documents is included in his/her scope of work. The undersigned also understands that, should individual requirements of the Contract Documents conflict, the most restrictive requirement shall prevail.

CONSTRUCTION TIME SCHEDULE:

The undersigned understands that time is of the essence in regard to this project. In determining this Proposal, the undersigned agrees that he/she has taken into consideration that it will be necessary to collaborate with the other trades on the job in order to permit simultaneous installation of the work.

BID PROPOSAL PACKAGE B. ENVELOPE 1



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INSURANCE:

The undersigned agrees that if this Proposal is accepted, he/she will obtain the required insurance and provide F.J. Sciame Construction Co., Inc. with a Certificate of Insurance in full compliance with the insurance requirements outlined in the Instructions to Bidders. Such certificates shall be furnished before the work commences and all insurance shall be maintained until final acceptance of the work.

The undersigned agrees that the above insurance requirements also apply to all Subcontractors with whom he/she intends to enter into Contracts for the execution of portions of the entire work under consideration. The undersigned agrees to accept and wholly comply with the requirements sent forth in the attached Insurance Requirements.

LABOR, MATERIALS AND PERFORMANCE BOND:

The undersigned agrees that the above bond requirements apply to his/her bid and also apply to all Subcontractors with whom he/she intends to enter into Contracts for the execution of portions of the entire work under consideration.

SUBMISSION AND ACCEPTANCE OF PROPOSALS:

The undersigned agrees to the Owner’s right to reject any and all Proposals.

The undersigned declares that the preparation and submission of this Proposal and other quotations herein contained, do not obligate the Owner in any way.

The undersigned agrees and understands that the Owner assumes no obligation to enter into a Contract for the work.

If the work of this trade is phased, the undersigned agrees that the acceptance of his/her Proposal for a particular phase does not obligate the Owner and/or F.J. Sciame Construction Co., Inc. to award other phases of like work to the undersigned.

CONTRACT:

This Proposal shall remain valid, for acceptance by the Owner, for a period of not less than ninety (90) calendar days from bid submission date.

If the undersigned is notified of the acceptance of this Proposal, he/she agrees to enter into a written contract with F.J. Sciame Construction Co., Inc. for the above work within ten (10) calendar days after such notification.




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The undersigned understands that the acceptance of this Proposal by F.J. Sciame Construction Co., Inc. is subject to and conditional upon the final approval of the Owner.

The undersigned agrees to furnish a typewritten list of the names, addresses, phone numbers, and email addresses of all Subcontractors and Sub-subcontractors with whom he/she intends to enter into Contracts for the execution of portions of the entire work under consideration, and that no substitutions shall be made in the employment of Subcontractors without written approval having first been obtained through the Owner and/or F.J. Sciame Construction Co., Inc..

DECLARATION:

The undersigned declares, by executing this Proposal, that:

No claim will be made on account of any increase in wage scales or materials prices. All sums quoted in this Proposal Form include the costs of manufacture, handling, transportation, storage and installation of the work called for in the Contract Documents including all incidental work in connection therewith. All sums quoted in this Proposal Form also include the costs of all customary permits and fees. All requirements concerning licensing and all other local, state and federal laws and codes have been or will be complied with and no legal requirements will be violated in the execution of the work if the Proposal is accepted.

No assignment, sub-lease or transfer of all or any part of his/her interest in this Proposal has been made or will be made without the written consent of the Owner and/or F.J. Sciame Construction Co., Inc.. This Proposal is submitted in good faith, without collusion or fraud.

The undersigned will provide the Owner and/or F.J. Sciame Construction Co., Inc. with all estimates and cost segregations covering various portions of the work as and when they may be required and requested.

BID FORM ACKNOWLEDGEMENT Dated this __________________ day of _______________________ 20_________________ Name of Firm: ___________________________________________________________________ Legal Address of Firm:____________________________________________________________ Signature of Authorized Officer:_____________________________________________________ Name and Title: _________________________________________________________________ BID PROPOSAL PACKAGE B. ENVELOPE 1 – SIGN THIS FORM



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a. Pricing Breakouts: UNIT PRICES:

The undersigned agrees that the unit prices listed include all labor, materials, overhead, profit, delivery, transportation, equipment and any other applicable expenses for a complete installation and that they will be used to determine costs of additions or deletions to the scope of this Contract work.

*Note: 1) Unit prices apply to both adds and deducts. 2) No adjustments for minimum quantities.

LABOR RATES:

The undersigned understands that the overtime labor rates listed below pertain to extra work performed after hours.

The undersigned understands that the premium time labor rates listed below pertain to base contract work performed after hours.

LABOR CATEGORY: ____________ Rates valid until: __/__/_____ REGLR. TIME OVERTIME PREM. TIME

a. Base hourly wage rate ____________ ____________ ____________ b. All union fringe benefits ____________ ____________ ____________ c. Payroll taxes ____________ ____________ ____________ d. Insurance ____________ ____________ ____________ e. Overhead and profit ____________ ____________ ____________ TOTAL ____________ ____________ ____________ LABOR CATEGORY: ____________ Rates valid until: __/__/_____ REGLR. TIME OVERTIME PREM. TIME

a. Base hourly wage rate ____________ ____________ ____________ b. All union fringe benefits ____________ ____________ ____________ c. Payroll taxes ____________ ____________ ____________ d. Insurance ____________ ____________ ____________ e. Overhead and profit ____________ ____________ ____________

TOTAL ____________ ____________ ____________

BID PROPOSAL PACKAGE B. ENVELOPE 1 – FILL OUT THIS FORM



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LABOR CATEGORY: ____________ Rates valid until: __/__/_____ REGLR. TIME OVERTIME PREM. TIME

a. Base hourly wage rate ____________ ____________ ____________ b. All union fringe benefits ____________ ____________ ____________ c. Payroll taxes ____________ ____________ ____________ d. Insurance ____________ ____________ ____________ e. Overhead and profit ____________ ____________ ____________ TOTAL ____________ ____________ ____________ EQUIPMENT BREAKOUT PRICES:

The undersigned has provided the following equipment prices as broken out in the schedule attached below. All equipment prices are agreed to be for the quantity and models listed in the schedule or equals. These prices are agreed to be accurate and included in the above lump sum pricing.

PRICING BREAKOUT ACKNOWLEDGEMENT Dated this __________________ day of _______________________ 20_________________ Name of Firm: ___________________________________________________________________ Legal Address of Firm:____________________________________________________________ Signature of Authorized Officer:_____________________________________________________ Name and Title: _________________________________________________________________ BID PROPOSAL PACKAGE B. ENVELOPE 1 – FILL OUT THIS FORM

CUNY-TV and NYCMG Bill of Materials 10.30.2010

ITM. SELL SELL SECTIONNO. QTY MFGR. MODEL DESCRIPTION UNIT EXTENDED TOTALS CFE

2 HP / Corporate Computer SoDL360 VC HP Proliant DL360 G7 Server plus 4 x 146GB Drives CFE2 HP / Corporate Computer Solutions VC HP 3 Yr 4 Hr 13x5 DL360 HW Support CFE2 HP / Corporate Computer Solutions VC HP Install Service CFE2 HP / Corporate Computer Solutions VC HP iLO Advanced 1 Server License w/ 1yr 24x7 Technical Support and Updates CFE

9.2 Server Virtualization3 Microsoft / Corporate CompuWindows Server R2 Enterprise Windows Server R2 Enterprise with 33 CAL's CFE3 HP / Corporate Computer SoDL380 Servers Vmware HP DL380 G7 Server - 72GB RAM, 4 x 72GB 15k Drives, 4 FC ports, 4 10G ports CFE3 HP / Corporate Computer Solutions Vmware HP 3Y Support Plus Service CFE3 HP / Corporate Computer Solutions Vmware HP 300 Series HW Installation Service CFE3 HP / Corporate Computer Solutions Vmware HP iLO Advanced 1 Server License w/ 1yr 24x7 Technical Support and Updates CFE

10.0 Software Security10.1 Management IT

1 Symantec 21063093 SERVICEDESK BASE ENTERPR LIC ACAD BAND S ESSENTIAL 12 MO1 Symantec 21063108 SERVICEDESK BASE ENTERPRISE ESSENTIAL 12 MO ACAD BAND S1 Symantec 21063108 SERVICEDESK BASE ENTERPRISE ESSENTIAL 12 MO ACAD BAND S

2 Symantec Y1KNXZF0-EI1AS ALTIRIS ASSET MANAGEMENT SUITE 7.1 LIC ACAD BAND S ESSENTIAL 12 MO2 Symantec Y1KNXZZ0-EI1AS ALTIRIS ASSET MANAGEMENT SUITE 7.1 ESSENTIAL 12 MO2 Symantec Y1KNXZZ0-EI1AS ALTIRIS ASSET MANAGEMENT SUITE 7.1 ESSENTIAL 12 MO

60 Symantec D048XZF0-EI1AS ALTIRIS SERVER MANAGEMENT SUITE 7.1 LIC ACAD BAND S ESSENTIAL 12 MO60 Symantec D048XZZ0-EI1AS ALTIRIS SERVER MANAGEMENT SUITE 7.1 ESSENTIAL 12 MO60 Symantec D048XZZ0-EI1AS ALTIRIS SERVER MANAGEMENT SUITE 7.1 ESSENTIAL 12 MO

70 Symantec YID2XZF0-EI1AS ALTIRIS CLIENT MANAGEMENT SUITE 7.1 STD LIC ACAD BAND S ESSENTIAL 12 MO 70 Symantec YID2XZZ0-EI1AS ALTIRIS CLIENT MANAGEMENT SUITE 7.1 ESSENTIAL 12 MONTHS ACAD BAND S70 Symantec YID2XZZ0-EI1AS ALTIRIS CLIENT MANAGEMENT SUITE 7.1 ESSENTIAL 12 MONTHS ACAD BAND S

Services

13 Symantec / Certified Partner Management over CUNY-TV environment ( service desk, inventory, patch mangement, asset control) solutions - Estimate

10.2 Protection SuiteServer Protection

64 Symantec 13540551 CRITICAL SYSTEM PROTECTION Server ED 5.2 LIC ACAD ESSENTIAL 12MO

64 Symantec 13540571 CRITICAL SYSTEM PROTECTION Server ED 5.2 ESSENTIAL- 12 MO

64 Symantec 13540571 CRITICAL SYSTEM PROTECTION Server ED 5.2 ESSENTIAL- 12 MO

Client Protection

64 Symantec 13540634 CRITICAL SYSTEM PROTECTION CLIENT ED 5.2 LIC ACAD ESSENTIAL 12MO

64 Symantec 13540656 CRITICAL SYSTEM PROTECTION CLIENT ED 5.2 ESSENTIAL- 12 MO

64 Symantec 13540656 CRITICAL SYSTEM PROTECTION CLIENT ED 5.2 ESSENTIAL- 12 MO

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Services

9 Symantec / Certified Partner Protection Installation on CUNY-TV environment (Server Lockdown, alerts, AV)

10.3 Security Information ManagerSIM

1 Symantec 20041312 SECURITY INFORMATION MANAGER ENTERPRISE STARTER PACK

Support

128 Symantec 20040950 SECURITY INFORMATION MANAGER MONITORED SERVER OR NETWORK NODE

128 Symantec 20040950 SECURITY INFORMATION MANAGER MONITORED SERVER OR NETWORK NODE

1 Symantec 20041129 SECURITY INFORMATION MANAGER 4.7 ESSENTIAL 12 MO ACD

1 Symantec 20041129 SECURITY INFORMATION MANAGER 4.7 ESSENTIAL 12 MO ACD

1 Symantec 20041222 SECURITY INFO Mgr GLOBAL INTELLIGENCE NETWORKVER LIC ACD ESS 12 MO

1 Symantec 20041222 SECURITY INFO Mgr GLOBAL INTELLIGENCE NETWORKVER LIC ACD ESS 12 MO

Services

4 Symantec / Certified Partner Log collection and analysis - Validate user and process accountability - Estimate

10.4 Server Backup System

Appliance

1 Symantec/Storage Engine 21196507 SYMC BACKUP EXEC 3600 APPLIANCE TOTAL PROTECTION SUITE BNDL SUPPORT NBD PARTS INITIAL 36 MONTHS

CFE

Server

1 Microsoft / Corporate CompuWindows Server R2 Standard Windows Server Standard with 5 Cal's

1 HP / Corporate Computer SoDL380 G7 Backup Server HP Proliant DL380 G7 Server 12GB RAM 2x72GB Drives 4 x 300GB Drives 2 HBA

1 HP / Corporate Computer Solutions Backup Server HP 3 Yr Support Plus Service

1 HP / Corporate Computer Solutions Backup Server HP Install Service

1 HP / Corporate Computer Solutions Backup Server HP iLO Advanced 1 Server License w/ 1yr 24x7 Technical Support and Updates

LICENSE

1Symantec

20056190SYMC BACKUP EXEC 2010 SERVER WIN PER SERVER BNDL STD LIC ACAD BAND S ESSENTIAL 12 MONTHS

1Symantec

20058774SYMC BACKUP EXEC 2010 OPTION DEDUPLICATION WIN PER SERVER BNDL STD LIC ACAD BAND S ESSENTIAL

1Symantec

20056923SYMC BACKUP EXEC 2010 OPTION CENTRAL ADMIN SERVER WIN PER SERVER BNDL STD LIC ACAD BAND S

MAINTENANCE

3/15/2012, 4:24 PM 2 of 14



1Symantec

20056210SYMC BACKUP EXEC 2010 SERVER WIN PER SERVER INITIAL ESSENTIAL 12 MONTHS ACAD BAND S

1Symantec

20056210SYMC BACKUP EXEC 2010 SERVER WIN PER SERVER INITIAL ESSENTIAL 12 MONTHS ACAD BAND S

1Symantec

20058715SYMC BACKUP EXEC 2010 OPTION DEDUPLICATION WIN PER SERVER INITIAL ESSENTIAL 12 MONTHS ACAD BAND

1Symantec

20058715SYMC BACKUP EXEC 2010 OPTION DEDUPLICATION WIN PER SERVER INITIAL ESSENTIAL 12 MONTHS ACAD BAND

1Symantec

20056878SYMC BACKUP EXEC 2010 OPTION CENTRAL ADMIN SERVER WIN PER SERVER INITIAL ESSENTIAL 12 MONTHS

1Symantec

20056878SYMC BACKUP EXEC 2010 OPTION CENTRAL ADMIN SERVER WIN PER SERVER INITIAL ESSENTIAL 12 MONTHS

Services

8 Symantec / Certified Partner Backup, disaster recovery - Appliance Synchronixation and T950 controls - Estimate

11.0 Network Monitoring1 Ipswitch Network Monitoring WhatsUp Gold Premium 300 Devices CFE1 Solarwinds Network Tools Solarwinds Lansurveyor CFE1 Solarwinds Network Tools Solarwinds Kiwi Syslog Server CFE

11.1 Network Tools1 Solarwinds Network Tools Solarwinds Kiwi Log Viewer CFE1 Solarwinds Network Tools Solarwinds Lansurveyor CFE1 Solarwinds Network Tools Solarwinds Kiwi Syslog Server CFE1 Solarwinds Network Tools Solarwinds Engineer's Toolset CFE

12.0 NOC & MCR Workstations & Clients12.1 Drop Box

2 Microsoft Windows Server R2 Standard Windows Server Standard with 5 Cal's CFE2 HP DL360 Backup Server HP Proliant DL360 Server plus 4 x 300GB Drives CFE2 HP Backup Server HP 3 Yr Support Plus Service CFE2 HP Backup Server HP Install Service CFE2 HP Backup Server HP iLO Advanced 1 Server License w/ 1yr 24x7 Technical Support and Updates CFE

12.2 Client Workstations - Viz, PB, Doitt39 HP HP 6000 HP Compaq 3000 Pro, 4GB Ram and Video Card w/ one VGA and one DVI port CFE39 HP Intel Network Adapter Intel CT Desktop Adapter - PCI Express low profile CFE6 HP HP 6000 HP Compaq 3000 Pro, 4GB Ram and Video Card w/ one VGA and one DVI port CFE6 HP Intel Network Adapter Intel CT Desktop Adapter - PCI Express low profile CFE4 HP 84367X Firewire Card CFE

12.4 Evertz Computers2 HP HP DL380G7 PC Server w/Linux OS: Debian Etch

Quad-Core Intel® Xeon® processor X3220 (2.4GHz, 8MB L2 cache, 95 Watts, 1066MHz FSB) 2GB Memory,2 x 146 GB Drives4 x 300 GB DrivesRAID 5 drive set (requires above matching 4 hard drives)Smart Array Controller, Dual Gigabit NIC Adapter, Optical Drive (CD/DVD-rom) serial portR d d t PSU

CFE

1 HP DL360 Omneon Server HP Proliant DL360 Server CFE1 Microsoft Windows Server R2 Standard Windows Server Standard with 5 Cal's CFE1 Microsoft Windows Server R2 Standard Windows Server Standard with 5 Cal's CFE

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5 HP HP 3 Yr 4 Hr 13x5 DL360 HW Support CFE5 HP HP Install Service CFE5 HP HP iLO Advanced 1 Server License w/ 1yr 24x7 Technical Support and Updates CFE

12.5 Omneon Hardware1 Microsoft Windows Server R2 Standard Windows Server Standard with 5 Cal's CFE1 HP DL360 Omneon Server HP Proliant DL360 Server plus 2 x 72GB Drives CFE1 HP Omneon Server HP 3 Yr Support Plus Service CFE1 HP Omneon Server HP Install Service CFE1 HP Omneon Server HP iLO Advanced 1 Server License w/ 1yr 24x7 Technical Support and Updates CFE

13.0 Broadcast Ingest/Playout Server13.1 Omneon Spectrum Ingest

3 Omneon PD-1001 ProDrive starter kit

8 Omneon FCA-115-OF Fiber channel cable kit 1m

16 Omneon FCA-315-OF Fiber channel cable kit 3m

12 Omneon MIP-7100-M2H Media port module

10 Omneon MIP-7300-M2H Media port module

12 Omneon MPC-7002 Chassis, 7000 series

4 Omneon MSS-4272E Mediastore w/600 Gbyte Drives 2x(6+1+1) w 16 600 Gbyte drives 2x(6+1+1)

2 Omneon MCP-2201 Mediadirector

2 Omneon MCP-2201-2XO Mediadirector w 2-port 10 Gige option, Sr optical w/ 2 port 10 GigE option, SR optical

1 Omneon MCP-2202-F01 Extended file system for Media directors

2 Omneon LTS Local onsite tech service

1 Omneon NSM-2007SW Systemmanager As software-only

1 Omneon SILVER-3Y Silver service, 3yr

1 Omneon ADV-3Y Omneon Advantage, 3yr sewrvice

14.0 Automation1 Pebble Beach DCH-NE001 Device Controller Neptune Device Controller package. Fully scaleable Device Controller for multiple

channel control. Includes Controller PC (4RU) with dual redundant PSU's, Mirrored Operating System Drives and a single Timecode Reader card. Hosts up to 16 On Air Playlists (depending upon the complexity) plus Ingest and Cache Control and 64 Serial Devices. Houses up to 8 cards for serial or GPI control (see below) in addition to providing Network Control. Add Controller Extension Chassis if additional serial or GPI capabilities are required. For redundancy add a Backup Device Controller. Optionally supports full Anchor Media Manager control for Data Tape Library & Near Line storage management as well as Browse workflows.

1 Pebble Beach DCH-BA001 Back-up Device Controller3 Pebble Beach DCH-CH001 Device Controller Changeover Switch (2RU) - Switches 16 x RS422 and 16 x GPI controlled devices

between a Main and Backup Device Controller. Add more units if more than Sixteen devices require to be switched.

10 Pebble Beach DCH-SE001 Device Controller Serial Card 8 Port RS422 - Fitted and Configured into the Device Controllers to provide RS422 connections to Devices. Each 4U controller can host up to 6 cards.

2 Pebble Beach DCH-GP002 Device Controller GPI card and GPI support software (16 input contacts and 16 output contacts). Fitted and Configured. Each 4U controller can host a maximum of 4 cards.

6 Pebble Beach DDS-VD001 Device Driver Video Server VDCP Interface (qty 1-6) via Serial RS4226 Pebble Beach DDS-VD002 Device Driver Video Server VDCP Interface (qty 7-12) via Serial RS42210 Pebble Beach DDS-VD003 Device Driver Video Server VDCP Interface (qty 13+) via Serial RS4224 Pebble Beach DDS-VT001 Device Driver VTR Interface - Sony Protocol via Serial RS4221 Pebble Beach DDS-RO003 Device Driver Router Interface (Evertz/Quartz) via Serial RS422. Up to 256 x 2562 Pebble Beach DDS-CG005 Device Driver CG Interface (Chyron) via Serial RS4223 Pebble Beach DDS-SW002 Device Driver Switcher Interface (Evertz Quartz QMC) via Serial RS422

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7 Pebble Beach DDS-LO005 Device Driver Logo Interface (Evertz 9625LG) via Serial RS422 (Logo recall, switch on / switch off)

8 Pebble Beach LIS-PL001 List Playlist. Controls a complete Transmission Channel including Server Ports, VTRs and multiple devices (excludes Device Drivers). Allows for multiple server ports to be used in A/B mode.

1 Pebble Beach LIS-SE001 List Secondary Record Function - enables a secondary media event to be scheduled and linked to a primary event. The secondary event can be given a record type (as opposed to a play type) and be given a resource (i.e. a server port). The source on the router to be selected can also be defined and as well as the start offset relative to the primary event. It can also be given a duration or it can be given an end offset relative to the end of the primary event. Offsets can be forwards or back and the event can span several primary events if required. The record function also enables back to back recording. 1 License required per Main Device Controller.

1 Pebble Beach LIS-TI001 List Enhanced Timer view. Provides a system wide capability to have up to 8 timers embedded into each Playlist. Timers are fully configurable and can be displayed externally on UMD systems if used in conjunction with ANH-UM001 License). 1 License required per system irrespective of the number of users.

1 Pebble Beach RED-AP001 Redundancy - Airprotect. Mirrored Video Server Port Protection. Enables a Main and Backup Video Server Decoder to be controlled from the same Playlist. A single Playlist running on a Main Device Controller controls main and backup video server ports in parallel. Should the main video server port fail the backup port is switched to automatically.

1 Pebble Beach RED-PS001 Redundancy - Playlist Synchronisation. Allows a system to operate with both Device Controllers being Active. Playlist are updated on the Main controller and then either manually or automatically copied to the backup controller. Can be used in conjunction with a Changeover Switch to re-connect secondary devices. For optimum protection, mirrored video servers and ports should be installed. Backup Playlists are included. Neptune supports mixed redundancy allowing the simultaneous use of Playlist Synchronisation with Air Protect and N+n. Each Device controller requires its own Housekeeper server. 1 License per system.

1 Pebble Beach RED-DB001 Redundancy Housekeeper Application to provide automatic Mirroring of Main and Backup Databases. Automatic failure and changeover option available when used with HKH-MI001

1 Pebble Beach RED-WI001 Redundancy "Witness" Server 1RU Rack Mount PC. Provides automatic monitoring and changeover of a single pair of Main and Backup Device Controllers and Housekeeper Database servers when used in conjunction with RED-DB001 and RED-CO001. Price includes configuration according to system requirements.

1 Pebble Beach RED-CO001 Redundancy Automatic Device Controller changeover. Provides automatic failure detection and changeover between a pair of Device Controllers. Application runs on a separate Witness server (see RED-WI001 or RED-WI002). Works in conjunction with Changeover Switches (DCH-CH001) and Playlist Synchronisation (RED-PS001) to provide changeover of controllers during playout. Switches serial, Ethernet and GPI controlled devices. Includes serial and GPI cards for use in the Witness server (purchased separately) and a 1RU hardware panel. Requires Neptune version 3.8.2 or later. License - required for first pair of controllers.

1 Pebble Beach CLS-CL002 Clients Concurrent Client License for Playout, Ingest or Archive, excludes PC and network card. Quantity 1-10

6 Pebble Beach CLS-CL003 Clients Concurrent Client License for Playout, Ingest or Archive, excludes PC and network card. Quantity 11+

9 Pebble Beach CLH-PL001 Clients Playout Control Panel - Hardware panel to control up to 16 Playlists. Is fully configurable with backlit LCD coloured switches.

2 Pebble Beach CLH-IN001 Clients Periscope Timeline Viewer. 1 License required per system irrespective of the number of users. Allows all Clients to see a timeline view of all or selected output channels in parallel in a timeline view.

2 Pebble Beach CLS-PE001 Clients Periscope Timeline Viewer. 1 License required per system irrespective of the number of users. Allows all Clients to see a timeline view of all or selected output channels in parallel in a timeline view.

1 Pebble Beach HKS-HK001 Housekeeper - Base Application software for system maintenance and log file generation. One Housekeeper license is required per Main Device Controller.

2 Pebble Beach HKS-SC001 Housekeeper - Neptune SQL script.1 Pebble Beach HKS-SQ001 Housekeeper - Microsoft SQL License for support of up to 5 Neptune Clients1 Pebble Beach HKS-SQ002 Housekeeper - Additional five SQL server licenses to support 5 Neptune Clients1 Pebble Beach INS-IN001 Interface to a Traffic system. Includes standard Database View, standard XML Dub List and Purge List

Import, Export As-Run / As-Recorded logs and Playlist Translator. Requires an example Traffic file and description of the fields. Supply is subject to agreeing the specification and testing of the sample files.

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1 Pebble Beach ANH-RM001 Ancillary Rack Mounting Kit for 1RU Chassis1 Pebble Beach SUE-IN001 Support Remote Diagnostic Service via VPN. Requires the customer to open a suitable internet

connection and provide a VPN PC (part code SUH-IN001)1 Pebble Beach SER-IN001 Services Installation assistance days. Excludes travel and living expenses. General engineering

support for Pebble Beach supplied products following their installation by a third party. Includes hardware and software configuration according to customer operational requirements Please note Pebble Beach do not provide full installation services - equipment should be racked and wired prior to our arrival on site.

6 Pebble Beach SER-IN002 Remote Diagnostic Service via VPN. Requires the customer to open a suitable internet connection andprovide a VPN PC (part code SUH-IN001)

5 Pebble Beach SER-IN003 Installation assistance days. Excludes travel and living expenses. General engineering support for Pebble Beach supplied products following their installation by a third party. Includes hardware and software configuration according to customer operational requirements

Pebble Beach 2nd & 3rd yr support

14.1 Pebble Beach ComputersPebble Database Servers (2)Pebble Database Servers (2)

2 HP Proliant DL360 G7 Server Single Dual Core 2.13GHz, 2GB RAM, 2 x 250GB SATA Drives, Redund PS, 4 Port NIC, ILO Advanced

CFE

HK Servers (2)2 HP Proliant DL360 G7 Server Single Dual Core 2.13GHz, 2GB RAM, 2 x 250GB SATA Drives, Redund PS, 4 Port NIC, ILO

AdvancedCFE

Media Mover (1)1 HP Proliant DL360 G7 Server Single Dual Core 2.13GHz, 16GB RAM, 2 x 300GB SATA Drives, Redund PS, 2 HBA 4 Port NIC, ILO

AdvancedCFE

Support / Maintenance5 HP U4497E HP Care Pack 3 Yrs, 4hr, 24 x 7 Hardware DL 360 CFE

Microsoft Licensing5 Microsoft Microsoft Windows Server 2008 R2 Microsoft Windows Server 2008 R2 Standard Edition CFE2 Microsoft Microsoft SQL Server Microsoft SQL Server 2008 R2 CFE

15.0 MAMVIZ ARDOME

1 Viz Ardome™ Core Viz Ardome is an open and modular technical software platform which holds the Vizrt MAM together. The Viz Ardome family represents a mature approach towards the establishment of IT-based media management with its combination of instant access to content and tight integration with leading production tools. Needed hardware:Application/web servers, Databases, Low-res/Highres servers (SAN/NAS/DAS), Search nodes, Transcoder nodes. Software license: Base license for core Media Asset Management System including 150 named users and one ESN node license. Does not include database.

DART1 Viz Dart™ Digital Automated Recording Tool performs automated and scheduled ingests from multiple channels

onto multiple servers, on any number of different media server brands. It scales from entry-level to large high capacity multi-server configurations – recording and scheduling of up to 10.000 channels and distributed over 2.500 servers. It enables up to 500 users to concurrently share the same scheduleproviding instantly updated screens to all users. Based on the schedule in the user interface, DART wilcontrol video servers and related equipment to record the material indicated in the schedule. Software license: One license per site

1 Viz Dart™ Routing Control Enables video router control in Viz Dart. DART will control the video router to route the signal from the source to the destination indicated in the schedule. Needed hardware: RS422 card for connectivity to matrix router, e.g. RocketPort. Software license: One license per site. Requires Viz Dart license.

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11 Viz Dart™ Additional

Stream Additional stream managed by Viz Dart™. Needed hardware: Software license: One license per stream. Requires Viz Dart license.

1 Viz Dart™ Control Interface -Omneon Spectrum

Additional stream interface to manage Omneon Spectrum server(s). Software license: One license per stream. Requires Viz Dart license.

AUTOMATION CONNECTIVITY1 Viz MAM Automation Base Module including automation core functionality. Includes playlist support, automated delivery of content

to playout servers based on playlist information and metadata. Software license: One license per site.

TAPE ARCHIVE CONNECTIVITY1 Viz MAM Archive Base Module including archive abilities. Included in this solution are support for partial file retrieval and

automated long-term hierarchical archive. Software license: One license per site.1 Viz MAM TSM Interface Interface Tivoli Storage Manager (TSM). Needed hardware: Tivoli Storage Manager (TSM) storage

system. Needed software: Tivoli Storage Manager (TSM) license(s) Software license: One license per site. Requires Viz MAM Archive Base license.

REDUNDANCY1 Viz MAM Application

RedundancyRedundant application server setup using Linux HA. Can also be used for load balacing when all servers are up. Needed hardware: One or more additional application server(s) Software license: Onelicense per site.

CONFORM1 Viz MAM Conform Base Module including conform core functionality. Software license: One license per site. Includes one Viz

MAM Conform node license

2 Viz MAM Conform Node Viz MAM Conform Node. A conform node that handles the conforms done in Vizrt proxy editors. Software license: One license per server. Requires Viz MAM Conform Base.

1 Viz Precut™ EDL Builder & Browse Editor with limited features. Designed for cuts based editing. Supports multiple independent sources of media, operation on growing files, publish to NLEs, rundowns, or playlists, and viewing subtitles. Needed hardware: Windows client(s) Software license: Base license includes 50 named users. Requires Viz MAM Conform Base.

1 Viz EasyCut™ Journalist Browse Editor, designed for environments that require high-speed workflow, e.g. news production, providing a delay between live input and desktop editing that can be measured in seconds. EasyCut fills the gap between rough-cut EDL assembly and advanced editing in fully featured NLEs. Key features include Voice-over tool, video dissolves, rubber band and track level adjustments. Needed hardware: Windows client(s) Software license: Base license includes 5 named users. Requires Viz MAM Conform Base.

INGEST4 Viz Capture™ VTR Ingest Provides a Graphical User Interface enabling users to make batch ingests from connected VTRs, or

manual ingests from incoming live feeds. Features include: frame accurate VTR ingest, compatible with any VTR capable of being remotely controlled via the Sony 9-pin control. Ingested material is available via FTP, and tail-mode operation allows clients to fetch the material as soon as a recording has started. Needed hardware: RS422 interface card. Software license: One license per VTR/SDI-stream.

2 Viz Capture™ Outgest Provides the means to play out the digital content. If the target of the playout is a controllable VTR, Viz Capture will control the VTR so that the only manual VTR operation necessary is to insert the tape. Software license: One license per VTR/SDI-stream

TRANSCODING14 Viz Media Processor™ Software-based transcoding solution on Intel based servers for video and audio transcoding and

advanced keyframe extraction. It runs on standard PC servers and is designed to provide faster than real-time transcoding from high-resolution to low-resolution. Transcoding can start immediately when the first frames of high-resolution content becomes available and runs in parallel with the ingest process. Transcoding capabilities are HD and SD based and include high-resolution formats such as various MPEG-2 formats up to 200Mbps, DV100, XDCAM HD, and DNxHD to low-resolution format MPEG-1 and MPEG-4 (H.264)Software license: One license per concurrent stream.

1 Rhozet Carbon Coder support

Support for using Rhozet Carbon Coder transcoding capabilities when exchanging media with external systems. Viz Ardome uses Carbon API to control the transcoder. Software license: One license per site

LOGGING

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1 Viz Media Logger™ Logging Client used by Archivists/Catalogers to add, edit & delete descriptive metadata to specific

scenes, shots and frames within a clip. Provides separate workflows for live logging and post-production logging. Other key features include auto-detection of scenes and shots and instant synchronization between clients working on the same content. Needed hardware: Windows client(s) Software license: Base license includes 5 named users

SEARCH2 Viz MAM ESN Node ESN is the Viz Ardome search framework that allows for rapid searches on millions of assets. ESN

supports a distributed setup over several servers(nodes). Software license: One license per server.

WEB OPTIONS1 Viz MAM Audit Trails Extensive and highly detailed information gathering tool used for system monitoring and staff or

technical performance measurements. The Audit Trails information is accessible through the Administration web interface. Needed hardware: Different database configuration Software license: One license per site

1 Viz MAM Reports Automated or manual output of various categories statistics e.g. usage level, transfer history, search reports, workflow reports, etc. in CSV for import in Excel and Crystal Reports. Software license: One license per site.

Viz Ardome Services1 Project Manager Service Project Manager Service - Media Asset Management

MAM Project Manager. Overall project management, including Design/specification mgmt, internal resource mgmt, and status reporting throughout the entire project.

1 Senior Solution Architect Service

Senior Solution Architect Service - MAMMAM Senior Solution Architect. Design and specification for the production system and test system, workshops, participation in SIT and UAT.

1 Installation Service Installation Service - MAMInstallation, configuration of customer requirements, configuration with 3'rd party software products, testing, and go-live support

1 Vizrt Training Vizrt Training - Technical training and Go-Live support1 week of tailored system admin, superuser training, and go-live support at customer premises. Training held for up to eight trainees. Price includes 3 days of client specific preparation.

1 RnD Items TSM vaulting/tape collection, Bar Code Integration with Brothers, and Myers Traffic IntegrationSupport and Maintenance Year 1 and 2

1 Annual Vizrt Support Contract

8x5 Support - Vizrt support includes local support via telephone Hot-Line, e-mail, and web newsgroup, read access to individual Vizrt FTP account with all documentation, software and driver information, as well as software improvements and updated revisions. On-site support as deemed necessary by Vizrt. Annual support agreement covers 12 months. 24/7 support also available.Case fees are billed separately.

1 Annual Vizrt Maintenance Contract

Vizrt will make available to the Customer with any software patches and/or software maintenance releases as they may become generally available. 12% of software pricing. First year maintenance is included as part of warranty.

1 Annual Vizrt Support Contract

8x5 Support - Vizrt support includes local support via telephone Hot-Line, e-mail, and web newsgroup, read access to individual Vizrt FTP account with all documentation, software and driver information, as well as software improvements and updated revisions. On-site support as deemed necessary by Vizrt. Annual support agreement covers 12 months. 24/7 support also available.Case fees are billed separately.

1 Annual Vizrt Maintenance Contract

Vizrt will make available to the Customer with any software patches and/or software maintenance releases as they may become generally available.12% of software pricingFirst year maintenance is included as part of warranty

Software

Support and Maintenance year 3

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1120 IBM 2189990 IBM DB2 WKGP SRV Edition2240 IBM 2189994 IBM DB2 WKGP SRV Edition additional 2 Yr Support448 IBM 1224161 IBM Tivoli Storage Manager Extended896 IBM 1264911 IBM Tivoli Storage Manager Extended additional 2 Yr Support1 IBM IBM TSM and DB2 Training Classes

Vizrt System Computers and StorageViz Media Processor Servers (8), Ardome MAM Server (2), Ardome Web Servers (2)

8 HP Proliant DL360 G7 Server Vizrt - Dual Quad Core 2.4GHz, 12GB RAM, 2 x 146GB 10k SAS Drives, Redund PS, 4 Port NIC, ILO Advanced CFEArdome ESN Servers (2)

2 HP Proliant DL360 G7 Server Vizrt - Dual Quad Core 2.4GHz, 12GB RAM, 4 x 146GB 10k SAS Drives, Redund PS, 4 Port NIC, ILO Advanced CFEArdome Low Res Servers (2), Hi-Res Servers (2), Staging Servers (2

6 HP Proliant DL360 G7 Server Vizrt - Dual Quad Core 2.4GHz, 12GB RAM, 2 x 146GB 10k SAS Drives, Redund PS, 4 Port NIC, ILO Advanced, SAS HBA, 750W PS, FC HBA CFEDB2 Servers (2)

2 HP Proliant DL380 G7 Server Vizrt - Single Dual Core 2.0GHz, 12GB RAM, 8 x 146GB 10k SAS Drives, Redund PS, 4 Port NIC, ILOAdvanced, SAS HBA, 750W PS CFETSM Servers (2)

2 HP Proliant DL380 G7 Server Vizrt - Dual Quad Core 2.4GHz, 12GB RAM, 8 x 146GB 10k SAS Drives, Redund PS, 4 Port NIC, ILO Advanced, SAS HBA, 750W PS CFERhozet Carbon Servers (2)

2 HP Proliant DL380 G7 Server Vizrt - Dual Quad Core 2.4GHz, 12GB RAM, 8 x 146GB 10k SAS Drives, Redund PS, 4 Port NIC, ILO Advanced, SAS HBA, 750W PS CFESupport / Maintenance

16 HP U4497E HP Care Pack 3 Yrs, 4hr, 24 x 7 Hardware DL 360 CFE6 HP U4545E HP Care Pack 3 Yrs, 4hr, 24 x 7 Hardware DL 380 CFE

Microsoft and Linux Licenses2 Microsoft / Corporate CompuMS Windows 2008 R2 Standard Microsoft Windows 2008 R2 Standard Edition CFE25 Microsoft / Corporate CompuSuSE Linux Enterprise Server SuSE Linux Enterprise Server for x86, 3 year Subscription up to 32 CPU sockets CFE

15.1 NAS Storage1 DDN 9900S-CPFC8H S2A9900 Singlet, Full Speed, 4X8Gbps Fiber Channel Host Ports CFE5 DDN 601-03SA02-NA Storage Scaler enclosures CFE

180 DDN ST360-2000QXP 2TB 7,200 3.5" SATA drive modile for SS6000 60 slot enclosure CFE

15.2 Storage Area Network & Installation and Support1 Storage Engine S2A9900 Singlet, 18 tiers of 1802TB SATA drives, includes 3 years 4 hour on-site service CFE8 Storage Engine Installation & Optimization, 5 days CFE5 Storage Engine Training, 5 days CFE

16.0 KVM35 Avocent HMIQSHDI-001 KVM Transmitter, Single Head DVI-I35 Avocent HMX1070-001 KVM User Station, 1920X120035 Avocent RMK-67 Rackmount Kit for HMX User Stations1 Avocent HMX MGR-001 KVM Over IP System Manager CFE3 NTI RACKMUX-V20-N 1RU KVM Drawer 20" LCD, KEY/MSE Plus USB CFE

17.0 Outgoing Encoding Rackmount Shelves

2 Harris SEL-FR3-AC-RR-IP Selenio Media Convergence Platform 3RU Frame: one AC power supply, two genlock with looping BNC inputs, one controller module with one RJ45 for control and monitoring and one RJ45 for data (video IP sub module included), includes local control panel

2 Harris SELOPT-PSU-AC Optional AC power supply module

3/15/2012, 4:24 PM 9 of 14



Control Module & Software Key

2 Harris SELOPT-CTR-RR-IP Optional controller module with one RJ45 for control and monitoring and one RJ45 for data (video IP), video IP submodule included

Encoder Modules

11 Harris SEL-1ENC1-EES MPEG-2/4 Standard 4:2:0 Encoder includes MP@ML video coding, four stereo pairs of MPEG 1 Layer 2, AAC-LC and HE-AAC compression, includes single back module with HD-BNC connectors for SDI input, 2 SDI outputs, two ASI outputs, 8 AES (unbalanced) inputs and socket / plug for 4 GPI inputs, 4 GPI outputs and two serial data connections

6 Harris SEL-SK-EN-ATSC-SD Software key for ENC1 - ATSC, supporting MPEG-2 SD 4:2:0 video, AC-3 2.0 audio

5 Harris SEL-SK-EN-ATSC-HD Software key for ENC1 - ATSC, supporting MPEG-2 SD and HD 4:2:0 video, AC-3 2.0 audio

Decoder Modules

1 Harris SEL-1DEC1-EES Multi-Standard Decoder hardware incl. single channel of video & four stereo pairs of audio, includes single back module with HD-BNC connectors for ASI input/outputs, SDI video outputs, AES (unbalanced) outputs, GPI inputs/outputs and serial data

1 Harris SEL-SK-DE-PRO Software feature key for DEC1 - MPEG-2 4:2:0 and 4:2:2 video profiles, H.264 4:2:0 up to 1080P 3G support

Transport Stream Mux Modules

2 Harris SEL-MDX1-EES MPEG-2 Transport Stream Multiplexer / Demultiplexer with four bidirectional ports, can be configured for SMPTE-310 or DVB-ASI on front module, includes single back module with HD-BNC connectors foreight ASI input / output ports and 10 MHz and 1 PPS inputs

2 Harris SEL-SK-MX-MPEG Software feature keyed option for basic transport stream multiplexer/demultiplexer configuration

2 Harris SEL-SK-MX-ATSC Software feature keyed option for ATSC transport stream multiplexer/de-multiplexer configuration

1 Harris On Site Services4 Harris SEL-QS 1-Day Quickstart Commissioning for Selenio to be performed by a Certified Selenio Technician

(includes travel time, travel and expenses)1 Harris Training - On Site Selenio 4-Day Class in Quincy, IL per Student. Customer is responsible for all Travel and Living

Expenses.Allowance for NYM MH

17.2 PSIP System1 DTV Inovations PSIP PSIP Pro Software Includes 90 Day Technical Support

2 DTV Inovations Additional 1 Year Support

1 DTV Inovations Harris Interface

3 DTV Inovations Installation and Commissioning

17.3 Air Monitor1 Volicon OBS-E4-HD-90 4 Channel SDI

Volicon Observer Enterprise Quad-Channel HD- 90 Days StorageSoftware includes advanced closed caption/teletext search tool, directexport/transcoding from player with DVD burn, and Observer softwarelicense for 10 concurrent users. All capacities liste

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1 Volicon OBS-TS-P1-7/30 ASI

Observer Professional Transport Stream Logger7 Days TS / 30 D ProxySingle (1) multi-program transport stream input (configurable as either ASIor IP), rack-mountable, video monitoring and utility system with nativetransport stream (TS) capture and storage (24x7 ATSC 19.39Mb/s) as wellas encoding and storage of low bit rate proxy (LBRP) content. Oneexample configuration is 7 days of native transport stream capture andstorage and 30 days of encoding and storage of low bit rate proxy (LBRP)content. Hardware includes a 1RU workstation with RAID5 swappabledrives. Software includes advanced closed caption/teletext search tool,direct export/transcoding from player and Observer software license for 10concurrent users. Loudness Module is not included and may be purchased

t l1 Volicon MOD-LM Optoin: Loudness compliance and logging module (per channel)Real time program loudness measurements and logging to enable TVStaions and networks to be compliant with PLOUD and CALM loudnesslegislation. Measures LKFS for programs, short form and long form.

17.4 Legalizers8 EEG CB512 HD/SD Caption Legalizer & Caption Bridge1 EEG DE285 HD/SDI VANC Data Monitor/Decoder

17.5 EAS Equipment2 DAS DASTVR DASDEC-II EAS Encoder/Decoder and EAS Controller with Radio Package2 DAS TV Plus Multistation Software Option for DASDEC2 DAS USB/RS232 USC-4 Port RS232 4 Channel USB Port Expander

18.0 RadioConcourse Office Area

1 Samsung F2080 20" LCD Monitor CFE1 HP HP6000 Computer Workstation CFE1 HP ProBook 4720s Notebook PC Intel Core i5-450M Processor (2.40 GHz, 3 MB L3 cache), Mobile Intel HM57 Chipset, 17.3-inch

diagonal LED-backlit HD+ anti-glare (1600 x 900) 2 GB 1066 MHz DDR3 SDRAM (1D)

CFE

1 Telos Desktop Director Talk Show Control Interface

Radio Master Control (On First Floor NYC Media Control Room)1 Custom Custom Console Table2 Axia 2001-00174 12 Position Mainframe2 Axia 2001-20182 4 Fader Module2 Axia 2001-20181 Monitor/Navigation Module, Silver8 Axia 2001-20186 Single Position Filler Module w/Overbridge Filler2 Axia 2001-00251 PowerStation Mix Engine/Pwr Supply/Switch & I/O1 Axia 2001-00133 Analog Line Node3 Samsung F2080 20" LCD Monitor CFE1 HP Pavilion HPE-380T Intel i7930

Quadcore 2.8 GHz, 9 GB DDR3- 1066MHz, 1GB ATI Radeon HD 5450 Graphics Card, Keyboard, Mouse

Computer Workstation

CFE2 EV RE30 Microphone2 EV 320 Microphone Stand Adapter2 EV 309A Microphone Suspension Shock Mount2 EV TBD Wind Screen2 Mogami 25' Long Microphone Cable2 Beyer DT990 Headphones1 Tripp-Light RS-0615F Power Strip1 EVERTZ 1200DD 2 RU Clock

3/15/2012, 4:24 PM 11 of 14



1 Wohler AMP2-S8DA #8103-0020 8 Ch Analog and AES/EBU Monitor Rack Panel3 Dorrough 40-A Analog Loudness Meter1 Dorrough 40-D Rack Mount1 Misc, Cables, Connectors Various Various

NYC Media Control Room 1 Custom Custom Console Table1 Custom Custom Rear Table1 Axia 2001-00175 22 Position Mainframe3 Axia 2001-20182 4 Fader Module1 Axia 2001-20181 Monitor/Navigation Module, Silver4 Axia 2001-20186 Single Position Filler Module w/Overbridge Filler1 Axia 2001-00251 PowerStation Mix Engine/Pwr Supply/Switch & I/O1 Axia 2001-00133 Analog Line Node1 Telos Desktop Director Talk Show Control Interface4 YellowTec Mika YT3205 Microphone Arm, Alum Finish, On-Air Signalling4 YellowTec YT3211 Table Bushing4 YellowTec YT3240 Vertical Pole for Mic Arm4 YellowTec YT3213 mk2 Pole to Arm Adapter2 YellowTec YT3240 Video Monitor Pole Mount4 YellowTec YT3230 Video Monitor Arm Mount w/VESA 1002 YellowTec PDM-Kit Pole Arm Table Mount1 YellowTec Various Misc Parts for Complete Mic and Quad Monitor Mounting4 EV RE30 Microphone4 EV 320 Microphone Stand Adapter4 EV 309A Microphone Suspension Shock Mount4 EV TBD Wind Screen4 Mogami 25' Long Microphone Cable2 DBX 386 2ch Mic Preamp3 Samsung F2080 20" LCD Monitor CFE1 HP HP6000 Computer Workstation CFE1 HP ProBook 4720s Notebook PC Intel Core i5-450M Processor (2.40 GHz, 3 MB L3 cache), Mobile Intel HM57 Chipset, 17.3-inch

diagonal LED-backlit HD+ anti-glare (1600 x 900) 2 GB 1066 MHz DDR3 SDRAM (1D) CFE

2 Denon CDR633 CD-RW1 360 Systems InstantReplay2 Digital Audio Player3 StudioHub by SI XLR to RJ45 Adapter Cable1 Custom Custom Rack Panel with XLR 2 JBL LSR2325P 5" Self Powered Loudspeakers2 K&M 24185-000-55 Table Speaker Stand5 Beyer DT990 Headphones

2 Technics SL1200 Turntable CFE1 Middle Atlantic WRK-24SA-27 24 Space Equipment Rack1 Middle Atlantic CBS-WRK-27R Rack Caster Kit1 Middle Atlantic PDT-120C-NS Power Distribution Unit1 Middle Atlantic DC3 3 RU Rack Drawer

Lot Middle Atlantic Various Blank and Vent Panels1 Evertz 1200DD 2 RU Clock1 QSC CX502 Radio Studio Room Monitor Amp3 Rane HC-6 Headphone Amp1 EVERTZ 1200DD 2 RU Clock1 Dorrough 40-A Analog Loudness Meter1 Dorrough 40-D Rack Mount

Lot Misc Cables/Connectors Various VariousLot StudioHub Various XLR to RJ45 Adapter Cables, etc.

Radio Studio10 YellowTec Mika YT3205 Microphone Arm, Alum Finish, On-Air Signalling5 YellowTec YT3211 Table Bushing5 YellowTec YT3240 Vertical Pole for Mic Arm10 YellowTec YT3213 mk2 Pole to Arm Adapter

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10 EV RE30 Microphone10 EV 320 Microphone Stand Adapter10 EV 309A Microphone Suspension Shock Mount10 EV TBD Wind Screen10 Mogami 25' Long Microphone Cable1 Wall Clock ESE

Lot Misc Cables/Connectors Various Various10 Beyer DT990 Headphones1 Custom Custom Microphone Receptacle Panel1 Custom Custom Headphone Receptacle Panel

CUNY Radio Control1 Custom Custom Console Table1 Axia 2001-00229 22 Position Mainframe3 Axia 2001-20182 4 Fader Module1 Axia 2001-20181 Monitor/Navigation Module, Silver6 Axia 2001-20186 Single Position Filler Module w/Overbridge Filler1 Axia 2001-00251 PowerStation Mix Engine/Pwr Supply/Switch & I/O1 Axia 2001-00133 Analog Line Node1 Axia 2001-00136 Microphone Node1 Telos Desktop Director Talk Show Control Interface4 YellowTec Mika YT3205 Microphone Arm, Alum Finish, On-Air Signalling4 YellowTec YT3211 Table Bushing4 YellowTec YT3240 Vertical Pole for Mic Arm4 YellowTec YT3213 mk2 Pole to Arm Adapter2 YellowTec YT3240 Video Monitor Pole Mount4 YellowTec YT3230 Video Monitor Arm Mount w/VESA 1002 YellowTec PDM-Kit Pole Arm Table Mount1 YellowTec Various Misc Parts for Complete Mic and Quad Monitor Mounting4 EV RE30 Microphone4 EV 320 Microphone Stand Adapter4 EV 309A Microphone Suspension Shock Mount4 EV TBD Wind Screen4 Mogami 25' Long Microphone Cable2 DBX 386 2ch Mic Preamp2 Sennheiser MD421 II Dynamic Microphone4 Sennheiser e604 Instrument Microphone6 Shure SM57 General Purpose Microphone6 Shure SM58 General Purpose Microphone1 Shure DMK-57-52 Drum Mic Kit General Purpose Microphone2 AKG C-414 B-XL II General Purpose Recording1 DPA 4006-TL Omni Condenser Microphone1 Neumann U89i General Purpose Recording1 Neumann EA 89A mt & WS 89 Windscreen Mic Mount6 Beyer GST500 5/8" Boom Mic Stand2 Beyer GS590 5/8" Mini-Boom Mic Stand12 ProCo MasterMike 25'L Microphones Cables6 ProCo StageMaster 25'L Instrument Cables1 Gator G-Tour M-15 Microphone Case4 Radial JBV Direct Box1 Radial JDI Stereo Direct Box1 EVERTZ 1200DD 2 RU Clock2 Denon DN-C615 CD-RW1 360 Systems InstantReplay2 Digital Audio Player2 JBL LSR2325P 5" Self Powered Loudspeakers for Console2 K&M 24185-000-55 Table Speaker Stand5 Beyer DT990 Headphones2 Avocent By SI KVM Switch3 Samsung F2080 20" LCD Monitor CFE1 HP HP6000 Computer Workstation CFE

3/15/2012, 4:24 PM 13 of 14



1 HP ProBook 4720s Notebook PC Intel Core i5-450M Processor (2.40 GHz, 3 MB L3 cache), Mobile Intel HM57 Chipset, 17.3-inch

diagonal LED-backlit HD+ anti-glare (1600 x 900) 2 GB 1066 MHz DDR3 SDRAM (1D) CFE

1 Middle Atlantic WRK-24SA-27 24 Space Equipment Rack1 Middle Atlantic CBS-WRK-27R Rack Caster Kit1 Middle Atlantic PDT-120C-NS Power Distribution Unit1 Middle Atlantic DC3 3 RU Rack Drawer

Lot Middle Atlantic Various Blank and Vent Panels1 EVERTZ 1200DD 2 RU Clock1 Dorrough 40-A Analog Loudness Meter1 Dorrough 40-D Rack Mount1 Misc Cables/Connectors Various Various

Technical Operations CenterProduction suite for recording production, importing from 3rd party editors, FTP ingest of programming, integrated CD ripper, delayed network recording, voice tracking, backup to other AV workstations.

2 Ortronics or Panduit As Selecter By System Integrator CAT 6 Patch Panel2 Harris Intraplex HD IP Audio Interface2 Harris Main/Alt Interface for Intraplex HD1 Tierman TDR6 KEXP Satellite Receiver3 Orban OPTIMOD-FM 8500 v2 Digital Audio Processor1 Orban OPTIMOD-FM 8500 FM Digital Audio Processor4 25-Seven Program Delay Manager AES LiveWire Program Delay1 Denon TU-604CI HD Radio Tuner3 Denon ACD-HD HD Tuner Card1 Denon ACD-AMFM AMFM Tuner Card2 Radio Design Labs FP-UBC6 Unbal to Balanced Convertor2 Radio Design Labs PS Power Supply for FP-UBC61 Radio Design Labs FP-RRA Rack Mount for FP-UBC61 Aja HD10AMA with Power Supply 4ch Audio Embedder De-Embedder2 Axia 2001-00133 Analog Line Node1 Axia 2001-00135 AES/EBU Digital Audio Node1 Axia 2001-00007 GPIO Node1 Axia 2001-00134 Router Selector Node1 Axia 3001-00040 iProbe Software1 Axia 3001-00043 Pathfinder Software2 Telos 2001-00208 NX12 Digital Talk Show System3 Telos 2001-0007 Zephyr Xstream - Digital Audio Network Transceivers Rack-Mount Studio Version1 Software Authority Zephyr Remote Network Edition Software for Zephyr Xstream5 Middle Atlantic VRK-44-36H 44 RU, 36" Deep Equipment Rack10 TrippLite PDUMV20 60" PDU with L5-20R Receptacle w/digital current meter2 Middle Atlantic SPN-44-36 Side Doors5 Middle Atlantic MW-10FR Top Panel W/Exhaust Fan

Lot Middle Atlantic Various Blank and Vent Panels2 Middle Atlantic RIB-5-MRK-36 Rack Base for Five Racks

1 Ortronics By General Contractor Cable Management Rack in TOC5 Axia On Site Checkout, Testing Training1 Axia Axis Travel Expenses (Billed at Cost)

Computers For Axia Iprobe (1) and Pathfinder (2)3 HP DL360 G6 Server CFE6 HP 507127-B21 300GB 6G SAS 10K rpm SFF (2.5-inch) Dual Port Enterprise 3yr Warranty Hard Drive CFE3 HP 512485-B21 HP iLO Advanced 1 Server License with 1yr 24x7 Technical Support and Updates CFE3 HP 503296-B21 HP 460W HE 12V Hotplug AC Power Supply CFE3 HP U4496E HP Care Pack, 3 Years, 4 Hours, 13x5 CFE

3/15/2012, 4:24 PM 14 of 14



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b. Acknowledgement of all Addenda:

The undersigned acknowledges receipt of the following Addenda and represents that any additions or modifications to, or deletions from, the work called for in these Addenda are included in the Base Bid Lump Sum.

Item # Date

Addendum# __________________ ____________ Addendum# __________________ ____________ Addendum# __________________ ____________

ADDENDA ACKNOWLEDGEMENT Dated this __________________ day of _______________________ 20_________________ Name of Firm: ___________________________________________________________________ Legal Address of Firm:____________________________________________________________ Signature of Authorized Officer:_____________________________________________________ Name and Title: _________________________________________________________________

BID PROPOSAL PACKAGE B. ENVELOPE 1 – SIGN THIS PAGE



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c. INTEGRITY AFFIDAVIT STATE OF NEW YORK}

}ss. COUNTY OF } I, , of the City of , in the County of and the State of of full age, being duly sworn according to law on my oath, depose and say that I am of the firm of ____________________________________________________________________, (the "Contractor"); that my firm has been selected for a publicly-funded Contract award with F.J. Sciame Construction Co., Inc. ("Sciame”); that I execute this Contract of which this Affidavit is a part, with full authority to do so; that terms not otherwise defined herein shall have the meaning as set forth in such Contract; AND

NO GRATUITIES I SWEAR AND AFFIRM that the Contractor has not offered or tendered the payment of any fee, commission or compensation of any kind or the granting of any gift or gratuity of any kind, either directly or indirectly, whether or not in connection with the purchase, sale, or contract, to any person in the employ of Sciame and/or the City University of New York (“CUNY”) and/or the City University of New York Construction Fund (“CUCF”) having any duties or responsibilities in connection with the purchase or acquisition of any property or services by Sciame, CUNY or CUCF, by or on behalf of any seller, supplier or provider of services, who has made, negotiated, solicited or offered to make any contract to sell or furnish real or personal property or services to Sciame, CUNY or CUCF. I further understand that it is a violation of law to offer, pay, or give to any employee of Sciame, CUNY or CUCF any fees, commission, compensation, gift or gratuity for or because of any official act or a violation of any official duty. Any person who does so may be subject to punishment; AND

NO COLLUSION I SWEAR AND AFFIRM that the Contractor has not directly or indirectly, entered into any contract or agreement, participated in any collusion, bid rigging or otherwise taken any action in restraint of free, competitive bidding in connection with the contract; that the prices in the bid have been arrived at independently without collusion, consultation, communication or agreement, for the purpose of restricting competition; that the prices have not been knowingly disclosed directly or indirectly by the Contractor to any other bidder, unless otherwise required by law; that no attempt has been made by the Contractor to induce any other person or business entity to submit or not submit a bid for the purpose of restricting competition; AND BID PROPOSAL PACKAGE B. ENVELOPE 1 – FILL OUT THIS FORM



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NO DISCRIMINATION I SWEAR AND AFFIRM that the Contractor will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, gender or sexual or affectional orientation and has complied and will continue to comply with all City, State and Federal laws and Executive Orders respecting non-discrimination; AND

PREVAILING WAGE I SWEAR AND AFFIRM that the Contractor shall comply with all New York State Labor Laws including, but not limited to Article 8 - § 220 Hours, Wages and Supplements and all amendments thereto, with respect to the Contract and any other contracts related to construction entered into on behalf of CUNY and CUCF, except those contracts not within the contemplation of these acts; AND I SWEAR AND AFFIRM that all statements contained in the Contractor's Bid Forms, representations and Price Proposal and this Affidavit are true and correct; and all such statements have been made with full knowledge that Sciame, CUNY and CUCF relies upon the truth of the statements contained in the Proposals and in this Affidavit in executing the Contract. Sworn and subscribed to before me this day of , 20___ Signature of Principal

_______________________________________

Print or Type Name _______________________________________ Title Notary Public of My commission expires: , 20___ BID PROPOSAL PACKAGE B. ENVELOPE 1 – FILL OUT THIS FORM



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d. TRADE SCOPE CHECKLIST PROJECT: CUNY TV Facility - Phase II TRADE: Systems Integration

CONTRACTOR: ADDRESS: CITY / STATE / ZIP: TELEPHONE: EMAIL ADDRESS: FAX: CONTACT:

SIGNATURE (CHECKLIST REVIEWED AND ACCEPTED BY) DATE

NOTE: F/I = Furnish & install (Note: All items are F/I unless specifically noted otherwise)

ITEM DESCRIPTION Y / N

1 THE FOLLOWING ITEMS ARE AGREED TO BY SYSTEMS INTEGRATOR (SI):

2 ALL WORK AS PER THE CONTRACT DOCUMENTS Y 3 All work as per the attached list of DRAWINGS and SPECIFICATIONS dated: 9/9/2011 Y 4 All work as per the attached Equipment List dated: 9/9/2011 Y 5 Comply with Rider, Rider "A," and Rider “B” FJSC General Requirements Y 6 Union labor as per NYC Jurisdictional Requirements. Y

7 Addendum and Bid RFIs that affect this scope of work have been included in this pricing and listed in the Bid Form. Y

8 Provide Unit Pricing and Hourly Labor Rates. See Bid Form worksheet. Unit prices/labor rates will be held for the duration of the project. Y

9 Base contract scope of work factors in all labor and material escalations through Project Completion (2012). Y 10 SI to participate in all project reviews as per the attached specifications. Y

11 SI to review the electrical and HVAC documents to coordinate the needs of the new system design as per the specifications. Y

12 SI is responsible for the furnishing, storage, delivery, installation, testing, and guaranteeing of all SI equipment as per the specifications. Y

13 Si to coordinate new equipment with existing equipment as per the specifications and review of existing conditions. Y

14 SI responsible for loading and configuring all required software as per the specifications. Y 15 SI responsible for providing as-built drawings and documentation as per the specifications. Y 16 SI responsible for all training as per the specifications. Y




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17 PROJECT SCHEDULE / SPECIFIC LEAD TIMES: 18 Anticipated Contract Award Date: 19 Shop Drawings / Specifications delivered to FJSC on or before: 20 Mobilized on site / begin scope of work from Contract Award Date: 21 Duration for Scope of Work included within this checklist: 22 SI will provide a detailed schedule of work for SI coordination Y 23 SI will provide lead times for all materials to be used in this scope of work Y 24 SI will provide a schedule of critical delivery dates as they impact your trade. Y

25 SI will provide all necessary overtime to meet your completion date; overtime will start when Sciame determines that a failure to keep pace is evident and that the completion of associated trades is impacted. Failure to meet your schedule and target dates will not impose any additional costs to the Owner or to Sciame.

Y

26 SI will provide any overtime, supervision, manpower, material, tools or equipment to allow for other trades to have adequate time to complete by the project completion date. Provide all phasing as required. Y

27 SI to provide full phasing and logistics plan for all work of your trade. Y

27 Manpower must be sufficient to meet schedule. SI agrees to a increase in manpower if requested by the CM if the schedule is at risk due to reasons caused by this SI Y

28 Hours of work to be on Monday, Tuesday, Thursday, and Friday from the hours of 6:30 a.m. to 2:00 p.m. Work is permitted on Wednesdays from 6:30 a.m. until 10:00 a.m. and 11:30 a.m. until 1:00 p.m. The site is available for work all day on Saturday and Sunday. Weekend work must be scheduled with CM at least five days in advance.

Y

Due to studio scheduling, CM and SI may be required to shift Wednesday’s afternoon work hours by 20 minutes in either direction. SI is to coordinate with CM for Wednesday afternoon work start and stop times. Y

29 GENERAL PROJECT REQUIREMENTS:

30

SI has experience in the design and installation of Broadcast Audio, Video, Data Systems, multiple channel Master Control systems design, Master Control automation and Media Asset Management (MAM) integration similar in complexity to those required for this project "Experienced" means having successfully completed a minimum of five previous projects similar in nature, size, and extent to this Project; being familiar with special requirements indicated; and having complied with requirements of authorities having jurisdiction.

Y

31 SI carefully reviewed all site conditions to understand existing conditions for this project; any cost impact associated with same has been factored into the estimate. Site conditions are confirmed and accepted. Y

32 Installation operations shall be conducted in an occupied building. As such, every effort should be made to control noise and dust so as not to disturb building occupants. SI to coordinate with CM on issues of occupied spaces, particularly in MCR Room 1410.

Y

33 SI shall have use of the unisex restroom (room Y17) on the Y Level of 365 Fifth Avenue during installation operations. SI shall be responsible for maintaining the room in a clean and orderly manner as well as for any repairs to damage caused by their use.

Y

34 Include tax based on tax exempt status of project. Y 35 Provide name of project manager dedicated 100% to this project. 36 Provide all samples and templates as required. Y 37 Provide all union labor in accordance with all NYC Jurisdictional requirements. Y 38 Familiarize yourself with delivery procedures. Y 39 Comply with all New York City, federal, state and local codes Y

40 Provide safe storage of all materials, tools, equipment and supplies as they relate to your trade. On site storage to be reviewed with Sciame prior to any materials being stored on site Y

41 Sweep and clean up from your work daily. You are responsible for all trash clean up and removal related to your work, both daily and at the end of the project. Y

42 Provide all ladders and bakers as required for the work of your trade. All scaffolding work to be coordinated with Sciame. Y




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43 SI is responsible for all material deliveries. Use of the freight elevator may be limited and must be coordinated with Sciame. Y

44 Should jurisdictional disputes arise among the trades present at the job site regarding items of work included in this contract, resolve such disputes promptly and arrange for the installation. Y

45 Support, anchor and suspend all work of your trade (blocking, brackets, clips, kindorf or steel) as specified or as required for a complete installation. Y

46 Support, anchor and suspend all work of your trade (blocking, brackets, clips, kindorf or steel) as specified or as required for a complete installation. Y

47 Request all drawings required for coordination of your trade from Sciame Y

48 Coordinate all trade work with all other subcontractors in order to produce field-dimension verified and coordinated drawings to be submitted to the Architect for approval prior to installation. When conflicts occur during coordination, revise shop drawings at no additional cost to Owner.

Y

49 This SI is responsible for storage and securing all material and equipment for your trade. Request for payment for lost or stolen material or equipment will not be considered valid unless said material was installed and acknowledged by Sciame.

Y

50 SI must maintain a safe work area for their work. The existing building will be occupied during construction. The SI understands, and has included any additional safety precautions necessary in order to properly protect the existing building users, and SI workers.

Y

51 SI will adhere to the Local Law 113 - City Construction Noise Mitigation Y 52 SI is responsible for all fines resulting from his work including any fines imposed on the Owner. Y 53 Provide flagmen (as required) for the work of your trade during material / equipment deliveries Y 54 This SI is responsible for code required signage pertaining to their work. Y 55 All layout for this trade's work is the responsibility of the SI. Y 56 Furnish complete and detailed equipment cuts for review and approval by architect/engineer Y 57 Participate in coordination drawing process. See Division 1 for details. Y 58 Provide fire safing and firestopping for the work of your trade. Y

59 Provide all testing for the work of this trade, to be done to the satisfaction of the Engineer, Architect, FDNY, and DOB. Testing to be done on OT, if required, at no additional cost to Owner or Construction Manager. Y

60 Provide all tagging, labeling, and identification of all wiring and equipment in accordance with the Contract Documents Y

61 Coordinate and prepare a schedule of required access panel, locations, size, and function. Y

62 Coordinate your work with Sciame to determine location and size of any concrete pads and bases under equipment of your trade Y

63 64 65 LUMP SUM BID AMOUNT:




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e. Drawing List initial:___________

For Information Only Technical Systems Legend and Notes TS100.00 Technical Systems Infrastructure 1st Floor Part Plan TS101.00 Technical Systems Infrastructure 1st Floor Part Plan TS102.00 Technical Systems Infrastructure Cellar Part Plan TS103.00 Technical Systems Infrastructure Sub Cellar Mezz. Part Plan TS104.00 Technical Systems Infrastructure Riser TS201.00 Technical Systems Infrastructure Plate Details TS202.00 Roof and Thirteenth Floor Plans and Riser Diagram TS301.00 For System Integrator Bid Radio Master Control Functional Diagram TS401.00 Radio Studio #1 Functional Diagram TS402.00 Radio Studio #2 Functional Diagram TS403.00 Radio Technical Operation Room Functional Diagram TS404.00 Radio Rack TOC Elevation TS405.00 Satellite Antenna Dishes 1-3 Functional Diagram TS501.00 Satellite Antenna Dishes 4-6 Functional Diagram TS502.00 Satellite IRD Router Functional Diagram TS503.00 Satellite Alarm Functional Diagram TS504.00 Satellite Antenna Dish Control TS505.00 CUNY Channel 25.3 Functional Diagram TS601.00 CUNY Channel 75 Functional Diagram TS602.00 NYCM Channel 25.1 Functional Diagram TS603.00 NYCM Channel 25.2 & 74 Functional Diagram TS604.00 NYCM Channel 72, 73 & 25.4 Functional Diagram TS605.00 Typical Conversion and Quality Control Functional Diagram TS606.00 NYCM Monitoring Functional Diagram TS607.00

BID PROPOSAL PACKAGE B. ENVELOPE 1 – INITIAL THIS FORM



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C Bond Requirements

BID BOND Bond No.:____________________ KNOW ALL PERSONS BY THESE PRESENTS, that we, hereinafter referred to as the "Principal", and hereinafter referred to as the "Surety", are held and firmly bound to hereinafter referred to as the "CM," or to its successors, or to its assigns, in the penal sum of: _______________________________________Dollars (S________________), lawful money of the United States, for the payment of which said sum of money well and truly to be made, we, and each of us, bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents:

WHEREAS, the Principal is about to submit (or has submitted) to CM the accompanying Contract Proposal (the "Proposal" or "Bid"), hereby made a part hereof, to enter into a Contract in writing (the "Contract") for:

NOW, THEREFORE, the conditions of this obligation are such that if the Principal shall not withdraw said Bid without the consent of CM for a period of ninety (90) Days after the opening of bids, or any period of longer duration to which the Principal consents, and, in the event of acceptance of said Bid by CM, if the Principal shall:

(a) within ten (10) business days after notification by CM, execute and deliver to CM all the

executed counterparts of the Contract in the form set forth in the Proposal and in the number as required by CM, and

(b) furnish within ten (10) business days after notification by CM a performance bond and separate payment bond, as may be required by CM, for the faithful performance and proper fulfillment of such Contract, which bonds shall be satisfactory in all respects to CM and shall be executed by good and sufficient sureties satisfactory in all respects to CM, and

(c) in all respects perform the agreement created by the acceptance of said Proposal, bound herewith and made a part hereof, or if CM shall reject the aforesaid Proposal, then this obligation shall be null and void; otherwise to remain in full force and effect. In the event that the Proposal of the Principal shall be accepted and the Contract be awarded to the Principal, the Surety hereunder agrees, subject only to the payment by the Principal of the premium therefore, if requested by CM, to write the aforementioned performance and payment bonds in the form set forth in the Contract Documents. BID PROPOSAL PACKAGE C. ENVELOPE 1 – COMPLETE THIS FORM



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It is expressly understood and agreed that the liability of the Surety for any and all things hereunder shall in no event exceed the penal amount of this obligation as herein stated. In addition, it is expressly understood that any payment received by CM pursuant to this bond is, subject to CM's sole election, either in liquidation of damages caused by the Principal's failure to meet timely any condition of the obligation stated herein or part payment to CM of CM's actual damages, including, without limitation, the difference between the price bid by the Principal and the price for which the Contract shall subsequently be relet, including the cost of such reletting, incurred in relation to the failure of the Principal to meet any condition of the obligation stated herein, for which damages the Principal agrees it shall be liable. The Surety, for value received, hereby stipulates and agrees that the obligations of the Surety and this bond shall in no way be impaired or affected by any postponements of the date upon which CM will receive or open Bids, or by any extensions of the time within which CM may accept Bids, or by any waiver by CM of any of the requirements of the Contract; and the Surety hereby waives notice of any such postponements, extensions, or waivers.

IN WITNESS WHEREOF, the Principal and the Surety (Sureties) have hereunto set their hands and seals, and such of them as are corporations have caused their corporate seals to be hereunto affixed and these presents to be signed by their proper officers, this _____ day of ______________, _________.

__________________________ (SEAL) Principal __________________________ (SEAL) Surety

[Acknowledgments of the Principal and Surety Follow]

BID PROPOSAL PACKAGE C. ENVELOPE 1 – COMPLETE THIS FORM



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ACKNOWLEDGEMENT OF PRINCIPAL

State of. ............ )

)ss.: County of ............ )

On the ............ day of .................... in the year .............. before me, the undersigned, personally appeared

.................................................................., personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

_____________________________________

Notary Public

ACKNOWLEDGEMENT OF SURETY

State of. ............ ) )ss.:

County of ............ ) On the ............ day of .................... in the year .............. before me, the undersigned, personally appeared


_____________________________________

Notary Public

Each executed bond shall be accompanied by: (a) appropriate acknowledgments of the respective parties; (b) appropriate duly certified copy of Power of Attorney or other certificate of authority where bond is executed by agent, officer or other representative of Principal or Surety; (c) a duly certified extract from By-Laws or resolutions of Surety under which Power of Attorney or other certificate of authority of its agent, officer or representative was issued, and (d) certified copy of latest published financial statement of assets and liabilities of Surety.

*********

Affix Acknowledgments and Justification of Sureties. BID PROPOSAL PACKAGE C. ENVELOPE 1 – COMPLETE THIS FORM



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PERFORMANCE BOND Bond No.:_______________ KNOW ALL PERSONS BY THESE PRESENTS, that we, hereinafter referred to as the "Principal", and hereinafter referred to as the "Surety", are held and firmly bound to hereinafter referred to as the "CM," or to its successors, or to its assigns, in the penal sum of: _______________________________________Dollars (S________________), lawful money of the United States, for the payment of which said sum of money well and truly to be made, we, and each of us, bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents:

WHEREAS, the Principal is about to enter, or has entered, into a contract in writing with the CM for (“Contract”) a copy of which Contract is annexed to and hereby made a part of this bond as though herein set forth in full;

NOW, THEREFORE, the conditions of this obligation are such that if the Principal, his or its representatives or assigns, shall well and faithfully perform the said Contract and all modifications, amendments, additions and alterations thereto that may hereafter be made, according to its terms and its true intent and meaning, including repair and/or replacement of defective Work and guarantees of maintenance for the periods stated in the Agreement, and shall fully indemnify and save harmless the CM from all cost and damage which it may suffer by reason of failure so to do, and shall fully reimburse and repay the CM for all outlay and expense which the CM may incur in making good any such default, and shall protect the said CM against, and pay any and all amounts, damages, costs and judgments which may or shall be recovered against said CM or any of its officers or agents of which the said CM may be called upon to pay any person or corporation by reason of any damages arising or growing out of the doing of said Work, or the repair or maintenance thereof, or the manner of doing the same, or the neglect of the said PRINCIPAL, or his (their, its) agents or servants, or the improper performance of the said Work by the said PRINCIPAL, or his (their, its) agents or servants, or the in6ingement of any patent or patent rights by reason of the use of any materials furnished or work done as aforesaid or otherwise, then this obligation shall be null and void, otherwise to remain in full force and effect.

The Surety (Sureties), for value received, hereby stipulates and agrees, if requested to do so by the CM, to fully perform and complete the Work to be performed under the Agreement, pursuant to the terms, conditions, and covenants thereof, if the CM determines that the Principal, for any cause, has

BID PROPOSAL PACKAGE C. UPON AWARD



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failed or neglected to filly perform and complete such Work. The Surety (Sureties) further agrees to commence and diligently perform the Work specified in the Agreement, including physical site work, within twenty-five (25) business days after written notice thereof from the CM and to complete all Work within such time as the CM may fix. The Surety and the CM reserve all rights and defenses each may have against the other; provided, however, that the Surety expressly agrees that its reservation of rights shall not provide a basis for delay or non-performance of its obligation to continue, to commence and to complete a11 Work as provided herein.

The Surety (Sureties), for value received, for itself and its successors and assigns, hereby stipulates and agrees that the obligation of said Surety (Sureties) and its bond shall be in no way impaired or affected by any extension of time, modification, omission, addition, or change in or to the said Contract or Work to be performed thereunder, or by any payment thereunder, or by any payment thereunder before the time required therein, or by any waiver of any provisions thereof, or by any assignment, subletting or other transfer thereof or of any Work to be performed or any moneys due or to become due thereunder or by any assignment of this bond; and said Surety (Sureties) does hereby waive notice of any and all of such extensions, modifications, omissions, additions, changes, payments, waivers, assignments, subcontracts and transfers, and hereby expressly stipulates and agrees that any and all things done and omitted to be done by and in relation to assignees, Subcontractors, and other transferees shall have the same effect as to said Surety (Sureties) as though done or omitted to be done by or in relation to said Principal. The Surety (Sureties), for value received, for itself and its successors and assigns, hereby stipulates and agrees that the obligation of said Surety (Sureties) and its bond shall be in no way impaired or affected by any assignment by the CM of its rights, title and interest in and to such bond, and said Surety (Sureties) hereby waives notice of any such assignment by the CM.

IN WITNESS WHEREOF, the Principal and the Surety (Sureties) have hereunto set their hands and seals, and such of them as are corporations have caused their corporate seals to be hereunto affixed and these presents to be signed by their proper officers, this _______ day of______________, ___________.

(Seal) ________________________ (L.S.)

Principal

By:____________________

(Seal) ________________________ (L.S.) Surety

By:_____________________ (Seal) ________________________ (L.S.)

Surety

By:_______________________




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(Seal) ________________________ (L.S.) Surety

By:_______________________

Bond Premium Rate ________________________ Bond Premium Cost $________________________ DIRECTIONS FOR SIGNATURES If the Contractor/Bidder (Principal) is a partnership, the bond must be signed by each of the individuals who are partners. If the Contractor/Bidder (Principal) is a corporation, the bond must be signed in its lawful corporate name by a duly authorized officer, agent, or attorney-in-fact. There must be executed an appropriate number of counterparts of the bond corresponding to the number of counterparts of the Agreement.


State of. ............ ) )ss.:



_____________________________________

Notary Public




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State of. ............ ) )ss.:



_____________________________________

Notary Public

Each executed bond shall be accompanied by: (a) appropriate acknowledgments of the respective parties; (b) appropriate duly certified copy of Power of Attorney or other certificate of authority where bond is executed by agent, officer or other representative of Principal or Surety; (c) a duly certified extract from By-Laws or resolutions of Surety under which Power of Attorney or other certificate of authority of its agent, officer or representative was issued, and (d) certified copy of latest published financial statement of assets and liabilities of Surety.

*********

Affix Acknowledgments and Justification of Sureties. BID PROPOSAL PACKAGE C. UPON AWARD



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PAYMENT BOND Bond No.:_______________ KNOW ALL PERSONS BY THESE PRESENTS, that we, hereinafter referred to as the "Principal", and hereinafter referred to as the "Surety", are held and firmly bound to hereinafter referred to as the "CM," or to its successors, or to its assigns, in the penal sum of: _______________________________________Dollars (S________________), lawful money of the United States, for the payment of which said sum of money well and truly to be made, we, and each of us, bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents:

WHEREAS, the Principal is about to enter, or has entered, into a contract in writing with the CM for (“Contract”) a copy of which Contract is annexed to and hereby made a part of this bond as though herein set forth in full;

NOW, THEREFORE, the conditions of this obligation are such that if the Principal, his or its representatives or assigns and other Subcontractors to whom Work under this Contract is sublet and his or their successors and assigns shall promptly pay or cause to be paid all lawful claims for

(a) Wages and compensation for labor performed and services rendered by all persons engaged

in the prosecution of the Work under said Agreement, and any amendment or extension thereof or addition thereto, whether such persons be agents servants or employees of the Principal or any such Subcontractor, including all persons so engaged who perform the work of laborers or mechanics at or in the vicinity of the site of the Project regardless of any contractual relationship between the Principal or such Subcontractors, or his or their successors or assigns, on the one hand and such laborers or mechanics on the other, but not including office employees not regularly stationed at the site of the Project; and

(b) Materials and supplies (whether incorporated in the permanent structure or not), as well as

teams, fuels, oils, implements or machinery furnished, used or consumed by said Principal or any Subcontractor at or in the vicinity of the site of the Project in the prosecution of the Work under said 'Contract and any amendment or extension thereof or addition thereto; then this obligation shall be void, otherwise to remain in full force and effect.




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This bond is subject to the following additional conditions, limitations, and agreements: (a) The Principal and Surety (Sureties) agree that this bond shall be for the benefit of any

materialmen or laborer having a just claim, as well as the CM and any assignees. (b) All persons who have performed labor, rendered services or furnished materials and

supplies, as aforesaid, shall have a direct right of action against the Principal and his, its or their successors and assigns, and the Surety (Sureties) herein, or against either or both or any of them and their successors and assigns. Such persons may sue in their own name, and may prosecute the suit to judgment and execution without the necessity of joining with any other persons as party plaintiff.

(c) The Principal and Surety (Sureties) agree that neither of them will hold the CM or any

assignee liable for any judgment for costs of otherwise, obtained by either or both of them against a laborer or materialman in a suit brought by either a laborer or materialman under this bond for moneys allegedly due for performing work or furnishing material.

(d) The Surety (Sureties) or its successors and assigns shall not be liable for any compensation

recoverable by an employee or laborer under the Workmen's Compensation Law. (e) In no event shall the Surety (Sureties), or its successors or assigns, be liable for a greater

sum than the penalty of this bond or be subject to any suit, action or proceeding hereon that is instituted by any person, firm, or corporation hereunder later than two years after the complete performance of said Contract and final settlement thereof.

The Principal, for himself and his successors and assigns, and the Surety (Sureties), for itself

and its successors and assigns, do hereby expressly waive any objection that might be interposed as to the right of the CM to require a bond containing the foregoing provisions, and they do hereby further expressly waive any defense which they or either of them might interpose to an action brought hereon by any person, firm or corporation, including Subcontractors, materialmen and third persons, for work, labor, services, supplies or material performed rendered, or furnished as aforesaid upon the ground that there is no law authorizing the CM to require the foregoing provisions to be placed in this bond.

And the Surety (Sureties), for value received, for itself and its successors and assigns, hereby

stipulates and agrees that the obligation of said Surety (Sureties), and its bonds shall be in no way impaired or affected by any extension of time, modification, omission, addition, or change in

or of the said Contract or the work to be performed thereunder, or by any payment thereunder

before the time required therein, or by any waiver of any provisions thereof, or by any assignment, subletting or other transfer thereof or of any part thereof, or of any Work to be performed, or any moneys due to become due thereunder or by any assignment of this bond and said Surety (Sureties) does hereby waive notice of any and all of such extensions, modifications,




3/15/2012

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omissions, additions, changes, payments, waivers, assignments, subcontracts and transfers, and hereby expressly stipulates and agrees that any and all things done and omitted to be done by and in relation to assignees, Subcontractors, and other transferees shall have the same effect as to said Surety (Sureties) as though done or omitted to be done or in relation to said Principal. The Surety (Sureties), -for value received, for itself and its successors and assigns, hereby stipulates and agrees that the obligation of said Surety (Sureties) and its bond shall be in no way impaired or affected by any assignment by the CM of its rights, title and interest in and to such bond, and said Surety (Sureties) hereby waives notice of any such assignment by the CM.

IN WlTNESS WHEREOF, the Principal and the Surety (Sureties) have hereunto set their hands

and seals, and such of them as are corporations have caused their corporate seals to be hereunto affixed and these presents to be signed by their proper officers, this ______ day of _________, _______.

(Seal) ________________________ (L.S.)

Principal

By:____________________

(Seal) ________________________ (L.S.) Surety

By:_____________________

(Seal) ________________________ (L.S.)

Surety

By:_______________________

(Seal) ________________________ (L.S.) Surety

By:_______________________

Bond Premium Rate ________________________ Bond Premium Cost $________________________ DIRECTIONS FOR SIGNATURES If the Contractor (Principal) is a partnership, the bond must be signed by each of the individuals who are partners. If the Contractor (Principal) is a corporation, the bond must be signed in its lawful corporate name by a duly authorized officer, agent, or attorney-in-fact. BID PROPOSAL PACKAGE C. UPON AWARD



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There must be executed an appropriate number of counterparts of the bond corresponding to the number of counterparts of the Agreement.


State of. ............ ) )ss.:



_____________________________________

Notary Public


State of. ............ ) )ss.:



_____________________________________

Notary Public

Each executed bond shall be accompanied by: (a) appropriate acknowledgments of the respective parties; (b) appropriate duly certified copy of Power of Attorney or other certificate of authority where bond is executed by agent, officer or other representative of Principal or Surety; (c) a duly certified extract from By-Laws or resolutions of Surety under which Power of Attorney or other certificate of authority of its agent, officer or representative was issued, and (d) certified copy of latest published financial statement of assets and liabilities of Surety. BID PROPOSAL PACKAGE C. UPON AWARD



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ASSIGNMENT OF BONDS

THIS AGREEMENT made and entered into this _____ day of ___________, __________ by and between _____________________________________________ (hereinafter the "CM"), located at _____________________________________________, and the City University Construction Fund (hereinafter "CUCF"), with offices located at 555 West 57' Street, New York, New York 10019

WITNESSETH:

WHEREAS CUCF has entered into a certain contract with the CM, bearing Contract Registration Number ______________________ (hereinafter the "Contract"); and

WHEREAS pursuant to the Contract, the CM is obligated to subcontract certain work and to obtain payment and performance bonds from the Subcontractors; and

WHEREAS pursuant to the Contract, the CM has agreed to assign all its rights, title and interest under the subject bonds, in the manner set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto do hereby agree as follows:

The CM hereby makes an irrevocable assignment to CUCF of all its rights, title, and interest in and to the below described bid, performance and payment bonds, including any subrogation or other right of the CM to receive any payments that may become due and owing by the Surety thereunder: Bid, Performance, and Payment Bonds (Bonds #_______________, #__________________, #________________ respectively) issued to ____________________, by _____________________________, designating _________________________________________ as Obligee, with respect to a contract for ______________________________________________________________________

IN WITNESS WHEREOF, the parties hereto do set their hands and agree as follows. CM: _______________________________________ City University Construction Fund By: _______________________________________ By: Jeffrey Weinstein Title: _______________________________________ Deputy Director BID PROPOSAL PACKAGE C. UPON AWARD



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State of. ............ ) )ss.:



_____________________________________

Notary Public




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D. NY State Procurement Lobbying Act Forms

Model Language to Obtain Offerer’s Affirmation of Understanding of and Agreement pursuant to State Finance Law §139-j (3) and §139-j (6) (b)

Background: State Finance Law §139-j(6)(b) provides that:

Every Governmental Entity shall seek written affirmations from all Offerers as to the Offerer’s understanding of and agreement to comply with the Governmental Entity’s procedures relating to permissible contacts during a Governmental Procurement pursuant to subdivision three of this section.

Instructions: A Governmental Entity must obtain the required affirmation of understanding and agreement to comply with procedures on procurement lobbying restrictions regarding permissible Contacts in the restricted period for a procurement contract in accordance with State Finance Law §§139-j and 139-k. It is recommended that this affirmation be obtained as early as possible in the procurement process, such as when the Offerer submits its proposal or bid. The following language can be used to obtain the affirmation. Offerer affirms that it understands and agrees to comply with the procedures of the Government Entity relative to permissible Contacts as required by State Finance Law §139-j (3) and §139-j (6) (b). By: ___________________________________ Date:____________________ Name: ________________________________ Title: _________________________________ Contractor Name: _______________________________________________________ Contractor Address: _____________________________________________________ ______________________________________________________________________ ______________________________________________________________________

BID PROPOSAL PACKAGE D. ENVELOPE 1 FILL OUT THIS FORM



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Model Language to Obtain an Offerer’s Certification of Compliance with State Finance Law §139-k(5)

Background: New York State Finance Law §139-k(5) requires that every Procurement Contract award subject to the provisions of State Finance Law §§139-k or 139-j shall contain a certification by the Offerer that all information provided to the procuring Governmental Entity with respect to State Finance Law §139-k is complete, true and accurate. Instructions: A Governmental Entity must obtain the required certification that the information is complete, true and accurate regarding any prior findings of non-responsibility, such as non-responsibility pursuant to State Finance Law §139-j. The Offerer must agree to the certification and provide it to the procuring Governmental Entity. While the nature of the Procurement Contract will determine how to obtain the certification and when the certification should be obtained, the following documents have been identified for consideration: - solicitation documents (such as an Invitation for Bids or Requests for Proposal); - procurement contract; and - other/stand alone certification. It is recommended that the certification be obtained as early as possible in the process, such as when an Offerer submits its proposal, bid or other form of offer.

BID PROPOSAL PACKAGE D. ENVELOPE 1



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Model Language to Obtain Offerer Certification of Compliance with State Finance Law §139-k(5)*

Include the following language for certification by the Offerer: Offerer Certification:

I certify that all information provided to the Governmental Entity with respect to State Finance Law §139-k is complete,

true and accurate.

By: ___________________________________ Date:____________________ Name: ________________________________ Title: _________________________________ Contractor Name: _______________________________________________________________ Contractor Address: _____________________________________________________________ _______________________________________ _______________________________________ ______________________________________________________________________________ *References in the Model Language may be revised as follows: - “Governmental Entity” may be amended to specifically reference the governmental unit conducting the procurement. - “Offerer” may be amended to conform to the Offerer’s legal identity or abbreviation set forth in the contract.




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Model Language to Obtain the Offerer Disclosure of Prior Non-Responsibility Determinations

Note: Government Entities may wish to consider integrating this language in their existing forms. Background: New York State Finance Law §139-k(2) obligates a Governmental Entity to obtain specific information regarding prior non-responsibility determinations with respect to State Finance Law §139-j. This information must be collected in addition to the information that is separately obtained pursuant to State Finance Law §163(9). In accordance with State Finance Law §139-k, an Offerer must be asked to disclose whether there has been a finding of non-responsibility made within the previous four (4) years by any Governmental Entity due to: (a) a violation of State Finance Law §139-j or (b) the intentional provision of false or incomplete information to a Governmental Entity. The terms “Offerer” and “Governmental Entity” are defined in State Finance Law § 139-k(1). State Finance Law §139-j sets forth detailed requirements about the restrictions on Contacts during the procurement process. A violation of State Finance Law §139-j includes, but is not limited to, an impermissible Contact during the restricted period (for example, contacting a person or entity other than the designated contact person, when such Contact does not fall within one of the exemptions). As part of its responsibility determination, State Finance Law §139-k(3) mandates consideration of whether an Offerer fails to timely disclose accurate or complete information regarding the above non-responsibility determination. In accordance with law, no Procurement Contract shall be awarded to any Offerer that fails to timely disclose accurate or complete information under this section, unless a finding is made that the award of the Procurement Contract to the Offerer is necessary to protect public property or public health safety, and that the Offerer is the only source capable of supplying the required Article of Procurement within the necessary timeframe. See State Finance Law §§139-j (10)(b) and 139-k(3). Instructions: A Governmental Entity must include a disclosure request regarding prior non-responsibility determinations in accordance with State Finance Law §139-k in its solicitation of proposals or bid documents or specifications or contract documents, as applicable, for procurement contracts. The attached form is to be completed and submitted by the individual or entity seeking to enter into a Procurement Contract. It shall be submitted to the Governmental Entity conducting the Governmental Procurement. As an alternative to this form, the Governmental Entity may elect to incorporate this disclosure question into its procurement questionnaire, such as the New York State Standard Vendor Responsibility Questionnaire set out at http://www.ogs.state.ny.us/procurecounc/pdfdoc/BestPractice.pdf. BID PROPOSAL PACKAGE D. ENVELOPE 1



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Offerer Disclosure of Prior Non-Responsibility Determinations Name of Individual or Entity Seeking to Enter into the Procurement Contract: _______________________________________________________________________ Address: _______________________________________________________________ _______________________________________________________________________ Name and Title of Person Submitting this Form: ________________________________ _______________________________________________________________________ Contract Procurement Number: _____________________________________________ Date:________________________ 1. Has any Governmental Entity made a finding of non-responsibility regarding the individual or entity seeking to enter into the Procurement Contract in the previous four years? (Please circle): No Yes If yes, please answer the next questions: 2. Was the basis for the finding of non-responsibility due to a violation of State Finance Law §139-j (Please circle): No Yes 3. Was the basis for the finding of non-responsibility due to the intentional provision of false or incomplete information to a Governmental Entity? (Please circle): No Yes 4. If you answered yes to any of the above questions, please provide details regarding the finding of non-responsibility below. Governmental Entity: ___________________________________________________________ Date of Finding of Non-responsibility: ______________________________________________ Basis of Finding of Non-Responsibility: _____________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ (Add additional pages as necessary) 5. Has any Governmental Entity or other governmental agency terminated or withheld a Procurement Contract with the above-named individual or entity due to the intentional provision of false or incomplete information? (Please circle): No Yes 6. If yes, please provide details below. Governmental Entity: ______________________________________________ BID PROPOSAL PACKAGE D. ENVELOPE 1 FILL OUT THIS FORM



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Date of Termination or Withholding of Contract: _______________________________________ Basis of Termination or Withholding: ____________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Add additional pages as necessary) Offerer certifies that all information provided to the Governmental Entity with respect to State Finance Law §139-k is complete, true and accurate.

By: Date: Signature Name: Title:




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E. Bidder’s Self Performance Plan and Identification of Subcontractors

Indicate in the forms below the type of work to be subcontracted or self-performed, as applicable. Be sure to list below any other Subcontractors who have been used in preparing this Bid and to whom subcontracts are expected to be awarded. You may add additional types of work as you deem necessary. ALL WORK MUST INCLUDE DOLLAR AMOUNTS. If this Bidder is awarded the Contract, it will award within thirty (30) calendar days after receipt of Notice of Award the below listed Subcontracts. If the Contract is awarded to this Bidder, CUNY/F.J. Sciame Construction Co., Inc. reserves the right to approve or reject all Subcontractors, second-tier Subcontractors and any Subcontractors or fabricators to them. A breakdown of Subcontractor dollar amounts shall be provided to F.J. Sciame Construction Co., Inc. upon award of the Contract within ten (10) calendar days as part of the requested Supplementary Information Items. Bidder’s Identification of Subcontractors This Bidder intends to use the following subcontractors: Type of Work: ____________________________________________ Name: ____________________________________________ EIN Number: ____________________________________________ Address: ____________________________________________ Agreed Amount to be Paid to Subcontractor $___________________ Type of Work: ____________________________________________ Name: ____________________________________________ EIN Number: ____________________________________________ Address: ____________________________________________ Agreed Amount to be Paid to Subcontractor $___________________ Type of Work: ____________________________________________ Name: ____________________________________________ EIN Number: ____________________________________________ Address: ____________________________________________ Agreed Amount to be Paid to Subcontractor $___________________

List Additional Self-Performed Work Type of Work: ____________________________________________ Name: ____________________________________________ Address: ____________________________________________ Self-Performed Dollar Amount: $___________________ BID PROPOSAL PACKAGE E. ENVELOPE 2 FILL OUT THIS FORM



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Type of Work: ____________________________________________ Name: ____________________________________________ Address: ____________________________________________ Self-Performed Dollar Amount: $___________________ Type of Work: ____________________________________________ Name: ____________________________________________ Address: ____________________________________________ Self-Performed Dollar Amount: $___________________ Type of Work: ____________________________________________ Name: ____________________________________________ Address: ____________________________________________ Self-Performed Dollar Amount: $___________________ Respectfully submitted by:

____________________________________________ Name of Firm

____________________________________________

Signature

____________________________________________ Type or Print Name and Title

____________________________________________

Business Address

____________________________________________ Telephone

Date: _______________________ BID PROPOSAL PACKAGE E. ENVELOPE 2 FILL OUT THIS FORM



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F. Trade Agreement – A401 Contract Sample

BID PROPOSAL PACKAGE F FYI – READ & ACKNOWLEDGE ON CHECKLIST

AIA®

Document A401TM – 2007 Standard Form of Agreement Between Contractor and Subcontractor

AIA Document A401™ – 2007. Copyright © 1915, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1967, 1972, 1978, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 14:54:13 on 07/10/2009 under Order No.8247554190_1 which expires on 06/05/2010, and is not for resale. User Notes: (1412719155)

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ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

AIA Document A201™–2007, General Conditions of the Contract for Construction, is adopted in this document by reference.

This document has been approved and endorsed by the Associated Specialty Contractors, Inc.

ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document.

SUBCONTRACTOR’S ATTENTION IS CALLED TO THE RIDERS TO THIS AGREEMENT. THESE RIDERS FORM AN INTEGRAL PART OF THE AGREEMENT AND BY EXECUTING THE SUBCONTRACT, THE SUBCONTRACTOR SHALL BE BOUND BY ALL TERMS AND CONDITIONS SET FORTH IN THESE RIDERS AND ALL OTHER DOCUMENTS INCORPORATED BY REFERENCE HEREIN

AGREEMENT made as of the « » day of « » in the year « » (In words, indicate day, month and year.) BETWEEN the Contractor: (Name, legal status, address and other information) «F.J. SCIAME CONSTRUCTION CO., INC. 14 Wall Street-2nd Floor New York, NY 10005 »« » « » « » « » and the Subcontractor: (Name, legal status, address and other information) « »« » « » « » « » The Contractor has made a contract for construction (hereinafter, the Prime Contract) dated: « » with the Owner: (Name, legal status, address and other information) « »« » « » « » « » for the following Project: (Name, location and detailed description) « » « » « » The Prime Contract provides for the furnishing of labor, materials, equipment and services in connection with the construction of the Project. A copy of the Prime Contract, consisting of the Agreement Between Owner and Contractor (from which compensation


2

amounts may be deleted) and the other Contract Documents enumerated therein, has been made available to the Subcontractor. The Architect for the Project: (Name, legal status, address and other information) « »« » « » « » « » The Contractor and the Subcontractor agree as follows.


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TABLE OF ARTICLES 1 THE SUBCONTRACT DOCUMENTS 2 MUTUAL RIGHTS AND RESPONSIBILITIES 3 CONTRACTOR 4 SUBCONTRACTOR 5 CHANGES IN THE WORK 6 MEDIATION AND BINDING DISPUTE RESOLUTION 7 TERMINATION, SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT 8 THE WORK OF THIS SUBCONTRACT 9 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 10 SUBCONTRACT SUM 11 PROGRESS PAYMENTS 12 FINAL PAYMENT 13 INSURANCE AND BONDS 14 TEMPORARY FACILITIES AND WORKING CONDITIONS 15 MISCELLANEOUS PROVISIONS 16 ENUMERATION OF SUBCONTRACT DOCUMENTS ARTICLE 1 THE SUBCONTRACT DOCUMENTS § 1.1 The Subcontract Documents consist of (1) this Agreement; (2) the Prime Contract, consisting of the Agreement between the Owner and Contractor and the other Contract Documents enumerated therein; (3) Modifications issued subsequent to the execution of the Agreement between the Owner and Contractor, whether before or after the execution of this Agreement; (4) other documents listed in Article 16 of this Agreement; and (5) Modifications to this Subcontract issued after execution of this Agreement. These form the Subcontract, and are as fully a part of the Subcontract as if attached to this Agreement or repeated herein. The Subcontract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Subcontract Documents, other than Modifications issued subsequent to the execution of this Agreement, appears in Article 16. § 1.2 The Subcontract may be amended or modified only by a Modification. The Subcontract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and the Subcontractor, (2) between the Owner and the Subcontractor, or (3) between any persons or entities other than the Contractor and Subcontractor. § 1.3 The Contractor shall make available the Subcontract Documents to the Subcontractor prior to execution of this Agreement, and thereafter, upon request, but the Contractor may charge the Subcontractor for the reasonable cost of reproduction. ARTICLE 2 MUTUAL RIGHTS AND RESPONSIBILITIES § 2.1 OBLIGATIONS AND RIGHTS UNDER PRIME CONTRACT.


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§ 2.1.1 Subcontractor expressly assumes to Contractor all of the obligations and responsibilities for the performance of this Subcontract as the Contractor assumes toward the Owner respecting performance of the Prime Contract (all documents that comprise the Owner-Contractor Agreement). Subcontractor agrees that Contractor shall have, together with all other rights it may have under other terms of this Subcontract or otherwise, and to the fullest extent permitted by law, all rights and remedies against Subcontractor respecting the performance of this Subcontract that the Owner has against Contractor respecting the performance of the Prime Contract. This includes, without limitation, any exculpatory and indemnity provisions; any duty, including any absolute duty, to protect the Work; any exclusions or limitations upon Claims for damages for delay; any limitations of time, notice requirements, procedures or conditions precedent respecting Claims or requests of any kind; suspension of work; termination of the Contract; any requirements for documentation, substantiation, or certification of Claims or requests of any kind; any warranties or guarantees including specific guarantee retainage provisions; and any dispute resolution provisions, including forum, jurisdiction and venue provisions. Any time provisions imposed upon the Contractor under the Prime Contract or by law shall be binding upon the Subcontractor. Subcontractor must in each case provide Contractor with notice in time to allow the Contractor reasonable opportunity to evaluate and timely act upon any Claim or position asserted by Subcontractor. Subcontractor represents that it is fully familiar with the terms and conditions of the Prime Contract concerning all of the foregoing. The Subcontract, the Prime Contract and the other Contract Documents are intended to supplement and complement each other and shall, where possible, be thus interpreted. If, however, any provision of the Subcontract conflicts with a provision of the Prime Contract or any of the other Contract Documents, the provision imposing the more stringent or restrictive responsibility, obligation or limitation on Subcontractor shall govern. § 2.1.2 The Prime Contract and all documents incorporated by reference therein shall continue to be a Contract Document and, as such, is incorporated herein and made a part hereof, and Subcontractor shall continue to be bound by the Prime Contract, notwithstanding any termination, expiration or cancellation of the Prime Contract, or the assignment or reassignment of the Prime Contract by Construction Manager or Owner. The intent of the Contract Documents is to include all items necessary for the proper and timely execution and completion of the Work. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by Subcontractor shall be required if and to the extent consistent with the Contract Documents and inferable from them as being necessary to produce the intended results. In the event of any conflict or discrepancy between or among different versions of the same Contract Document, the most recently issued version takes precedence over previous versions. In the event of any conflict or discrepancy between provisions in separate Contract Documents, the provision imposing the more stringent or restrictive responsibility, obligation or limitation on Subcontractor shall govern. If the conflict or discrepancy between or among separate Contract Documents pertains to (i) quantity, then the Contract Document requiring the greater quantity shall be deemed to be more stringent, (ii) quality, then the Contract Document requiring the better quality shall be deemed to be more stringent, or (iii) cost, then the Contract Document requiring the greater cost shall be deemed to be more stringent. § 2.1.3 The Specifications and the Drawings shall be equal in authority and priority; provided, however, that in the event of conflict, (i) the Drawings shall govern as to the quantity and location, and (ii) the Specifications shall govern as to quality and performance. § 2.1.4 For all purposes, the terms “Contractor” and “Construction Manager” shall be interchangeable and at all times shall refer to F.J. Sciame Construction Co., Inc. For all purposes of each Rider to this Agreement, the term “Subcontractor” shall refer to the Subcontractor identified on page 1 of this Agreement. ARTICLE 3 CONTRACTOR § 3.1 SERVICES PROVIDED BY THE CONTRACTOR § 3.1.1 The Contractor shall cooperate with the Subcontractor in scheduling and performing the Contractor’s Work to avoid conflicts or interference in the Subcontractor’s Work and shall expedite written responses to submittals made by the Subcontractor in accordance with Section 4.1 and Article 5. Promptly after execution of this Agreement, the Contractor shall provide the Subcontractor copies of the Contractor’s construction schedule and schedule of submittals, together with such additional scheduling details as will enable the Subcontractor to plan and perform the Subcontractor’s Work properly. The Contractor shall promptly notify the Subcontractor of subsequent changes in the construction and submittal schedules and additional scheduling details. § 3.1.2 The Contractor shall provide suitable areas for storage of the Subcontractor’s materials and equipment during the course of the Work.


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§ 3.1.3 Except as provided in Article 14, the Contractor’s equipment will be available to the Subcontractor only at the Contractor’s discretion and on mutually satisfactory terms. § 3.2 COMMUNICATIONS § 3.2.1 The Contractor shall promptly make available to the Subcontractor information, including information received from the Owner, that affects this Subcontract and that becomes available to the Contractor subsequent to execution of this Subcontract. § 3.2.2 [Intentionally Omitted] § 3.2.3 [Intentionally Omitted] § 3.2.4 If hazardous substances of a type of which an employer is required by law to notify its employees are being used on the site by the Contractor, a subcontractor or anyone directly or indirectly employed by them (other than the Subcontractor), the Contractor shall, prior to harmful exposure of the Subcontractor’s employees to such substance, give written notice of the chemical composition thereof to the Subcontractor in sufficient detail and time to permit the Subcontractor’s compliance with such laws. § 3.2.5 The Contractor shall furnish to the Subcontractor within 30 days after receipt of a written request, or earlier if so required by law, information necessary and relevant for the Subcontractor to evaluate, give notice of or enforce mechanic’s lien rights. Such information shall include a correct statement of the record legal title to the property, usually referred to as the site, on which the Project is located and the Owner’s interest therein. § 3.2.6 If the Contractor asserts or defends a claim against the Owner that relates to the Work of the Subcontractor, the Contractor shall promptly make available to the Subcontractor all information relating to the portion of the claim that relates to the Work of the Subcontractor. § 3.3 CLAIMS BY THE CONTRACTOR § 3.3.1 Liquidated damages for delay, if provided for in this Agreement, shall be assessed against the Subcontractor only to the extent caused by the Subcontractor or any person or entity for whose acts the Subcontractor may be liable, and in no case for delays or causes arising outside the scope of this Subcontract. § 3.3.2 The Contractor’s claims for the costs of services or materials provided due to the Subcontractor’s failure to execute the Work shall require

.1 seven days’ written notice prior to the Contractor’s providing services or materials, except in an emergency; and

.2 written compilations to the Subcontractor of services and materials provided by the Contractor and charges for such services and materials no later than the fifteenth day of the month following the Contractor’s providing such services or materials.

§ 3.4 CONTRACTOR’S REMEDIES § 3.4.1 SUBCONTRACTOR’S FAILURE TO PERFORM WORK. If the Subcontractor defaults under, or fails to carry out the Work in accordance with, the Contract Documents and fails within a five (5) day period after receipt of written notice from Contractor to commence and continue correction of such default or failure with diligence and promptness, the Contractor may, without prejudice to any other remedies the Contractor may have, carry out the Work or otherwise cure the default. In such case an appropriate Construction Change Directive or Change Order shall be issued deducting from payments then or thereafter due the Subcontractor all costs incurred by the Contractor in carrying out the Work or curing the default. If payments then or thereafter due the Subcontractor are not sufficient to cover such amounts, the Subcontractor shall pay upon demand the difference to Contractor. The right of the Contractor to stop the Work pursuant to this §3.4.1 shall not give rise to any duty on the part of the Contractor to exercise this right for the benefit of the Subcontractor or any other person or entity, nor are the rights enumerated in this §3.4.1 the exclusive remedies available to Contractor. ARTICLE 4 SUBCONTRACTOR § 4.1 EXECUTION AND PROGRESS OF THE WORK § 4.1.1 For all Work the Subcontractor intends to subcontract, the Subcontractor shall enter into written agreements with Sub-subcontractors performing portions of the Work of this Subcontract by which the Subcontractor and the


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Sub-subcontractor are mutually bound, to the extent of the Work to be performed by the Sub-subcontractor, assuming toward each other all obligations and responsibilities that the Contractor and Subcontractor assume toward each other and having the benefit of all rights, remedies and redress each against the other that the Contractor and Subcontractor have by virtue of the provisions of this Agreement. § 4.1.2 The Subcontractor shall supervise and direct the Subcontractor’s Work, and shall cooperate with the Contractor in scheduling and performing the Subcontractor’s Work to avoid conflict, delay in or interference with the Work of the Contractor, other subcontractors, the Owner, or separate contractors. § 4.1.3 The Subcontractor shall submit Shop Drawings, Product Data, Samples and similar submittals required by the Subcontract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Contractor or other subcontractors. § 4.1.4 The Subcontractor shall furnish to the Contractor periodic progress reports on the Work of this Subcontract as mutually agreed, including information on the status of materials and equipment that may be in the course of preparation, manufacture, or transit. § 4.1.5 The Subcontractor agrees that the Contractor and the Architect each have the authority to reject Work of the Subcontractor that does not conform to the Prime Contract. The Architect’s decisions on matters relating to aesthetic effect shall be final and binding on the Subcontractor if consistent with the intent expressed in the Prime Contract. § 4.1.6 The Subcontractor shall pay for all materials, equipment and labor used in connection with the performance of this Subcontract through the period covered by previous payments received from the Contractor, and shall furnish satisfactory evidence, when requested by the Contractor, to verify compliance with the above requirements. § 4.1.7 The Subcontractor shall take necessary precautions to protect properly the work of other subcontractors from damage caused by operations under this Subcontract. § 4.1.8 The Subcontractor shall cooperate with the Contractor, other subcontractors, the Owner, and separate contractors whose work might interfere with the Subcontractor’s Work. The Subcontractor shall participate in the preparation of coordinated drawings in areas of congestion, if required by the Prime Contract, specifically noting and advising the Contractor of potential conflicts between the Work of the Subcontractor and that of the Contractor, other subcontractors, the Owner, or separate contractors. § 4.2 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS § 4.2.1 The Subcontractor shall give notices and comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities bearing on performance of the Work of this Subcontract. The Subcontractor shall secure and pay for permits, fees, licenses and inspections by government agencies necessary for proper execution and completion of the Subcontractor’s Work, the furnishing of which is required of the Contractor by the Prime Contract. § 4.2.2 The Subcontractor shall comply with Federal, state and local tax laws, social security acts, unemployment compensation acts and workers’ compensation acts insofar as applicable to the performance of this Subcontract. § 4.3 SAFETY PRECAUTIONS AND PROCEDURES § 4.3.1 The Subcontractor shall take reasonable safety precautions with respect to performance of this Subcontract, shall comply with safety measures initiated by the Contractor and with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities for the safety of persons and property in accordance with the requirements of the Prime Contract. The Subcontractor shall report to the Contractor within three days an injury to an employee or agent of the Subcontractor which occurred at the site. § 4.3.2 If hazardous substances of a type of which an employer is required by law to notify its employees are being used on the site by the Subcontractor, the Subcontractor’s Sub-subcontractors or anyone directly or indirectly employed by them, the Subcontractor shall, prior to harmful exposure of any employees on the site to such substance, give written notice of the chemical composition thereof to the Contractor in sufficient detail and time to permit compliance with such laws by the Contractor, other subcontractors and other employers on the site.


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§ 4.3.3 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a hazardous material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Subcontractor, the Subcontractor shall, upon recognizing the condition, immediately stop Work in the affected area and promptly report the condition to the Contractor in writing. When the material or substance has been rendered harmless, the Subcontractor’s Work in the affected area shall resume upon written agreement of the Contractor and Subcontractor. The Subcontract Time shall be extended appropriately and the Subcontract Sum shall be increased in the amount of the Subcontractor’s reasonable additional costs of demobilization, delay and remobilization, which adjustments shall be accomplished as provided in Article 5 of this Agreement. § 4.3.4 The Subcontractor shall indemnify the Contractor for the cost and expense the Contractor incurs 1) for remediation of a material or substance brought to the site and negligently handled by the Subcontractor or 2) where the Subcontractor fails to perform its obligations under Section 4.3.3, except to the extent that the cost and expense are due to the Contractor’s fault or negligence. § 4.4 CLEANING UP § 4.4.1 Subcontractor shall maintain at all times, a clean, safe work site so as not to present hazards and safety concerns. Subcontractor is responsible for maintaining its work areas such that they are clean, orderly and free from hazards and debris. Contractor may upon 24 hours notice clean up Subcontractor’s work site(s) and charge the direct and indirect costs thereof to Subcontractor or in the event it is difficult to determine whose debris, etc., is being removed, Contractor shall make a reasonable allocation of the direct and indirect costs among the applicable subcontractors and charge the Subcontractor its reasonable share. Upon completion of the Work, Subcontractor shall remove all its tools, materials, rubbish, debris and other articles from the work site and shall leave its portion of the Work and the area occupied or used by it broom clean. Should it fail to take prompt action to this end, the Owner or Contractor (at its option and without waiver of such other rights as it may have) may on ten (10) days’ notice treat them as abandoned property and shall charge Subcontractor the costs for removal of Subcontractor’s tools, materials, rubbish, debris and other articles of property. § 4.4.2 As provided under Section 3.3.2, if the Subcontractor fails to clean up as provided in the Subcontract Documents, the Contractor may charge the Subcontractor for the Subcontractor’s appropriate share of cleanup costs. § 4.5 WARRANTY The Subcontractor warrants to the Owner, Architect, and Contractor that materials and equipment furnished under this Subcontract will be of good quality and new unless the Subcontract Documents require or permit otherwise. The Subcontractor further warrants that the Work will conform to the requirements of the Subcontract Documents and will be free from defects, except for those inherent in the quality of the Work the Subcontract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Subcontractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Subcontractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Architect and Contractor, the Subcontractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 4.6 INDEMNIFICATION § 4.6.1 (a) The Subcontractor shall be solely responsible for any and all injuries to persons (including, without limitation, death) and all damage to property (including loss of use thereof) resulting from or arising out of any act or omission or any negligence or carelessness on the part of the Subcontractor, its employees, sub-subcontractors or agents in relation to this Subcontract or the Subcontract Work hereunder. In addition to any liability or obligation of the Subcontractor to Sciame (or, if the prime contract so provides, to Owner) relating to indemnification (whether pursuant to any other provision of this Subcontract or by statute or otherwise), the Subcontractor shall defend with counsel acceptable to Sciame, indemnify and hold harmless Sciame, Owner, such other persons or entities as Sciame or Owner may identify in writing and their respective directors, officers, employees, agents, subsidiaries and affiliates (each an “Indemnitee” and collectively the “Indemnitees”) to the fullest extent permitted by law, from any and all liabilities, damages, expenses (including reasonable attorneys’ and consultants’ fees), disbursements and costs (including court costs) to which any or all of them may be subject by reason of any claim or suit alleging personal injury and/or property damage as described in the preceding sentence. This indemnification obligation encompasses (1) full indemnity in the event of liability imposed against the Indemnitees without negligence and solely by reason of statute, operation of law or otherwise; and (2) partial indemnity in the event of any actual negligence on the part of the Indemnitees either causing or contributing to the


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underlying claim, in which case indemnification will be limited to any liability imposed over and above that percentage attributable to actual fault whether by statute, by operation of law, or otherwise. Where partial indemnity is provided hereunder, costs, professional fees, attorneys’ fees, expenses and disbursements shall be indemnified on a pro rata basis.

(b) In claims against any Indemnitee by an employee of the Subcontractor, a sub-subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under subparagraph (a) shall not be limited by a limitation on the amount or type of damages, compensation or benefits payable by or for the Subcontractor or a sub-subcontractor under workers’ compensation acts, disability benefit acts or other employee benefit acts.

(c) The Subcontractor shall procure commercial general liability insurance coverage in accordance with the insurance requirements of this Subcontract to provide defense and indemnification to Sciame, Owner and the other Indemnitees (who shall be designated as additional insureds under the pertinent policy or policies of insurance on a primary and non-contributory basis pursuant to Article 13) in the event of such claims or suits; provided, however, that the indemnification obligation under subparagraph (a) shall exist whether or not the Subcontractor has obtained and/or maintained such insurance coverage. In the event (1) that Subcontractor fails to obtain or maintain the required insurance and/or (2) that any insurance carrier(s) of the Subcontractor fails or refuses (whether due to late notice, purported exclusions from coverage or otherwise) to timely and completely assume, without reservation of rights, the defense and indemnification of Sciame. Owner or any other Indemnitee, then the entirety or any portion of any monies due or to become due to the Subcontractor under this Subcontract or other security acceptable to the respective Indemnitee(s), as shall or may be considered necessary by the respective Indemnitee(s), may be retained by Sciame (or, if the Prime Contract so provides, by Owner) until all such suits or claims shall have been conclusively resolved whether by settlement or other disposition, and evidence to that effect furnished to the reasonable satisfaction of the respective Indemnitee(s). Further, Sciame shall be entitled to deduct the following from any monies due to the Subcontractor (or from any security put up by the Subcontractor): (i) all costs and expenses, including attorneys’ fees, incurred in pursuing any claim against Subcontractor and/or Subcontractor’s insurance carrier(s) for defense and/or indemnification; (ii) all deductibles required to be expended by reason of the circumstances described in (1) and/or (2) of this subparagraph; and (iii) any increase in insurance premiums actually incurred or reasonably likely to be incurred by reason of the circumstances described in (1) and/or (2) of this subparagraph.

(d) The Subcontractor shall defend, with counsel acceptable to Sciame, and shall indemnify and hold harmless Sciame, Owner and all other Indemnitees, to the fullest extent permitted by law, from any and all liabilities, damages and expenses to which any or all of them may be subjected by reason of any claim or suit for the alleged infringement of any copyright, trademark, trade dress, patent or any other proprietary right arising out of the use of any product, name, process, formula, invention, work or other tangible or intangible intellectual property of any kind furnished by the Subcontractor or any of its sub-subcontractors or suppliers in the performance of this Subcontract.

(e) For all purposes of this Article, attorneys’ and consultants’ fees, court costs, expenses and disbursements shall be deemed to include those fees, costs, expenses and disbursements incurred in defending any underlying claim and those fees, costs, expenses and disbursements incurred in connection with the enforcement of this indemnity obligation.

(f) The provisions of this Article shall survive expiration or any termination of this Subcontract. § 4.7 SUPERSEDING ARTICLE 35-E OF GENERAL BUSINESS LAW OF STATE OF NEW YORK It is the intention of the parties that, to the extent not prohibited by Article 35-E of the General Business Law of the State of New York, commonly known as the “Prompt Payment Act” (“Prompt Payment Act”), or otherwise expressly provided in the Subcontract, the terms and conditions of the Subcontract shall supersede the provisions of the Prompt Payment Act in their entirety and accordingly, (i) the Prompt Payment Act shall not apply to the Subcontract and (ii) the absence of a provision in the Subcontract covering any matter addressed in the Prompt Payment Act shall not be construed to mean that the parties have agreed that the applicable provision in the Prompt Payment Act shall govern with respect to that matter.


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§ 4.8 REMEDIES FOR NONPAYMENT If the Contractor does not pay the Subcontractor through no fault of the Subcontractor undisputed sums properly due hereunder within fourteen days from the time payment should be made as provided in this Agreement, the Subcontractor may, without prejudice to any other available remedies, upon fourteen additional days’ written notice to the Contractor, stop the Work of this Subcontract until payment of such undisputed sums has been received. ARTICLE 5 CHANGES IN THE WORK § 5.1 Contractor, without invalidating the Subcontract, may, at any time order or require changes in Subcontractor’s Work consisting of additions, deletions or other revisions, with the Subcontract Price being adjusted accordingly (“Change Order”). If not otherwise provided for expressly in writing, the provisions of the Prime Contract with respect to pricing, approval and performance of Change Order work or additions, deletions and modifications to the Work shall be applicable to this Subcontract and fully binding upon the Subcontractor. Subcontractor will render bills for any additional work at such times and in such form and quantity as directed by Contractor. For the purpose of checking such bills and any other Claims and determining the correctness of the charges, Subcontractor shall permit Contractor to audit Subcontractor’s books and hereby authorizes Contractor to check directly with the suppliers of labor and materials to confirm the accuracy and correctness of the charges for labor, materials or other items appearing in the Subcontractor’s bill to Contractor. Any modification or change of the Subcontract providing for the omission of work shall be computed, and the value, when so determined, shall be deducted from the Subcontract Price as herein provided. § 5.1.1 For changes in the Prime Contract that have been initiated by the Owner, the Subcontractor shall promptly submit any Claims it may have for the adjustment of price, schedule or other provisions of this Subcontract to the Contractor in writing, and at least ten (10) days before the Contractor must make such claim to Owner as required by the Prime Contract, to allow the Contractor to process such Claims with the Owner within the time and in the manner provided for in the Prime Contract. Contractor shall be liable to Subcontractor for such changes to the same extent, but only to the extent, that the Owner is liable and pays Contractor for the same insofar as it concerns Subcontractor’s work. The mark-up for profit and overhead on all Change Order work ordered by the Owner and performed by the Subcontractor shall be as provided in the Prime Contract. However, if mark-up is not addressed, profit and overhead shall be equally divided between the Contractor and Subcontractor. § 5.1.2 The Subcontractor shall receive no extra compensation of any kind whatsoever, regardless of whether the same was ordered by Contractor or any of its representatives, unless such extra compensation is authorized by order given in writing and signed by the Project Manager of Contractor, or other duly authorized representative of Contractor, or Subcontractor has properly preserved its rights. § 5.1.3 Prior to the issuance of any Change Order, Contractor may require Subcontractor to furnish a detailed itemization showing the difference in value of the work, labor, services, and materials changed by the proposed Change Order. If an agreement as to a monetary allowance or other term in the Change Order cannot be reached, Subcontractor, upon written direction from Contractor, shall perform the Work on a “time and materials” basis or otherwise to the extent, if any, that Contractor is so paid under the Prime Contract, under a reservation that the final adjustment in price shall be reserved until final completion of the Project. The monetary amount for the performance of any such Change Order work shall not exceed the allowances set forth in Subcontractor’s prior detailed itemization. § 5.1.4 The failure of Subcontractor to immediately commence performance of any Change Order when so directed in writing by Contractor, regardless of whether agreement has been reached on the adjustment of the Subcontract Price, shall constitute a material breach of the Subcontract. Subcontractor may reserve its rights to extra compensation, if same has not been agreed upon at the time of Contractor’s direction, by delivering to Contractor written notice of a Claim therefor, pursuant to this §5.1.4 prior to the commencement of any extra work. § 5.1.5 Any extension of time needed by Subcontractor as a result of a proposed alteration, addition or change in its Work shall be provided for in and by such Change Order. There shall be no other monetary or time allowance, direct or indirect, single or cumulative, to Subcontractor other than as specifically provided in such Change Order. § 5.1.6 Where unit prices are stipulated in the Subcontract, all adjustments, whether increases or decreases, shall be made in accordance with said units unless otherwise provided by the Prime Contract. Said units shall be deemed to include all general and administrative expenses, overhead, profit, supervision, extended performance cost factors, and all other direct and indirect expenses.


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§ 5.1.7 The issuance of any Change Order and payment thereof, prior to completion and acceptance of the Project, shall not preclude Contractor from questioning the validity thereof and recouping payment therefor, if it is shown the Change Order work was in fact neither extra nor additional work under the terms of the Subcontract. § 5.1.8 No Change Order shall vary or affect the terms, conditions and provisions of the Subcontract unless specifically set forth in the Change Order. § 5.1.9 Unless otherwise agreed in writing signed by Contractor and Subcontractor, if a) Contractor directs Subcontractor to perform any changed work which is not payable to Contractor as extra work by the Owner, and b) Contractor directs Subcontractor to perform said work on a time and materials basis, such work will be payable as follows (unless the provisions of the Prime Contract dictate otherwise, in which event those provisions shall govern): § 5.1.9A Labor:

.1 WAGES: Direct field labor only up to and including the rank of working foreman; .2 PAYROLL TAXES (if applicable): Actual cost. In determining actual costs, the statutory limitations for

FICA, State Unemployment Insurance, and Federal Unemployment Insurance must be taken into account; .3 UNION BENEFITS (if applicable): Actual cost per union agreements; .4 INSURANCE: Actual net additional cost of insurance paid as a result of the extra work. In determining

the actual cost of insurance, the Contractor will be given the benefit of premium discounts, experience modifications, etc. There will be no reimbursement for flat rate policies such as auto insurance, etc. In the event the Owner provides an Owner Controlled Insurance Plan (“OCIP”) further information will be provided to Subcontractor. § 5.1.10 Equipment: Payment for equipment shall be limited to actual working time and limited to the value or rates of equipment used by the Subcontractor of suitable size and capacity required for the work to be performed. In the event the Subcontractor elects to use equipment of greater size, capacity, value or rental value, payment will be made at the rate applicable for suitable equipment. § 5.1.11 The rental rates for equipment shall be as follows:

.1 OWNED: Rental charged shall be as agreed upon between Contractor and Subcontractor but shall in no case exceed the monthly rates in the then-current edition of the Rental Rate Blue Book, as published by Equipment Watch, located at 1735 Technology Drive, San Jose, CA 95110 in use at the commencement of the extra work. Where a piece of equipment used by the Subcontractor is not listed in this publication, the rental rate shall be agreed upon by the Contractor and Subcontractor prior to its use on the work.

.2 LEASED: Invoice cost, provided the Contractor has approved the rates charged in advance.

§ 5.1.12 Material and installed equipment (“Material”): Actual net cost less salvage value. The Contractor will be given the benefit of trade discounts. Material charges must be substantiated by paid vendor’s invoices and/or bills of sale. § 5.1.13 Overhead and profit: Ten Percent (10%) of Labor and Material for overhead and Five Percent (5%) for profit. If agreed to in writing, overhead and profit will be paid on the premium portion of overtime; however, overhead or profit will not be paid on benefits relating to premium time. No overhead or profit will be added for owned or leased equipment. No additional overhead and profit will be paid for work performed by sub- subcontractors, unless otherwise required by the Federal Acquisition Regulations, in which case sub-subcontractor’s overhead and profit shall not exceed 5%.


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§ 5.1.14 General: § 5.1.14A The ten percent (10%) for overhead and five percent (5%) for profit includes, but is not limited to, home office general and administrative expenses, field supervision including superintendents, timekeeping, engineering, drafting, field office expense, small tools, general purpose equipment with an acquisition cost of less than $500.00, and any other costs not specifically enumerated above. § 5.1.14B Subcontractor will deliver to the Contractor for Contractor’s signature a daily time ticket showing the following:

.1 Description: A complete description of the extra work and the Subcontract Work performed on that day. .2 Labor: Hours on the extra work by employee name and specific trade classification. .3 Equipment: Hours on the extra work by individual piece of equipment. This must include an adequate

description including manufacturer, model number, capacity, etc. .4 Material: An adequate description showing the quantity and specific nature of each item of material

furnished or installed as extra work or retrieved for salvage. § 5.1.15 The daily time ticket must be delivered to Contractor not later than noon on the day following the day on which the extra work was performed. Failure to strictly adhere to this time requirement will result in denial of payment for this work. § 5.1.16 All original invoices for extra work complete with the original signed daily time tickets, and material backup invoices from vendors, are to be sent to Contractor’s main office, or to an address otherwise identified in writing by Contractor. An identical copy must be sent to Contractor’s jobsite project office. § 5.1.17 The Subcontractor shall make all claims promptly to the Contractor for additional cost, extensions of time and (if permissible) damages for delays or other causes in accordance with the Subcontract Documents. A claim which will affect or become part of a claim which the Contractor is required to make under the Prime Contract within a specified time period or in a specified manner shall be made in sufficient time to permit the Contractor to satisfy the requirements of the Prime Contract. Such claims shall be received by the Contractor not less than two working days preceding the time by which the Contractor’s claim must be made. Failure of the Subcontractor to make such a timely claim shall bind the Subcontractor to the same consequences as those to which the Contractor is bound. ARTICLE 6 MEDIATION AND BINDING DISPUTE RESOLUTION § 6.1 With respect to any Claim of Subcontractor of a type or character not addressed elsewhere in this Subcontract, or of Contractor against Subcontractor: a) the interpretation of this Subcontract, including any alleged breach hereof, shall be governed by the laws of the State of New York; b) any action at law or equity commenced by Subcontractor against Contractor or its sureties (unless otherwise provided in the surety’s bond or by statute), or by Contractor against Subcontractor or its sureties (unless otherwise provided in the surety’s bond or by statute), on Claims or causes of action arising under this Subcontract, shall be filed, and venue shall lay, exclusively in a court of general jurisdiction sitting within the State of New York and the County of New York; c) Subcontractor waives any claim for special, incidental, consequential or penal damages; d) the parties hereto hereby submit to the jurisdiction of said Court in all such matters; and, e) to the fullest extent permitted by law, the Parties hereto hereby waive the right to trial by jury. In any such action commenced by Subcontractor, it must, as a condition precedent to being granted any relief or remedy against Contractor or Contractor’s sureties, plead and prove by way of documentation attached to its initial pleading or identified and incorporated therein:

.1 that with respect to each separate item of Claim or damage, it has complied with all the notice provisions of this Subcontract applicable to such item of Claim or damage;

.2 that it has in good faith attempted to negotiate a resolution of each separate item of Claim or damage; and


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.3 that it has in good faith engaged in mediation in accordance with the Construction Industry Rules of the American Arbitration Association, and the mediator has declared in writing an impasse or it is otherwise demonstrable that the mediation has failed. § 6.2 Anything in § 6.1 notwithstanding, at the Contractor’s sole option, any Claim by Subcontractor for which the dollar amount is equal to or less than $200,000.00 (exclusive of interest and costs) shall be heard and determined before one (1) arbitrator in accordance with the Construction Industry Rules of the American Arbitration Association, and judgment upon the Award rendered thereon may be entered in any court of competent jurisdiction. The Arbitrator shall not have the power to apportion the costs and fees of the arbitration, which shall be borne as incurred; nor shall the Arbitrator have any power to award counsel fees or exemplary damages. ARTICLE 7 SUSPENSION OR ASSIGNMENT OF THE SUBCONTRACT § 7.1 SUSPENSION BY THE CONTRACTOR FOR CONVENIENCE § 7.1.1 The Contractor may, without cause, order the Subcontractor in writing to suspend, delay or interrupt the Work of this Subcontract in whole or in part for such period of time as the Contractor may determine. In the event of suspension ordered by the Contractor, the Subcontractor shall be entitled to an equitable adjustment of the Subcontract Time and Subcontract Sum. § 7.1.2 An adjustment shall be made for increases in the Subcontract Time and Subcontract Sum, including profit on the increased cost of performance, caused by suspension, delay or interruption. No adjustment shall be made to the extent that

.1 performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Subcontractor is responsible; or

.2 an equitable adjustment is made or denied under another provision of this Subcontract. § 7.2 ASSIGNMENT OF THE SUBCONTRACT Subcontractor may not assign this Agreement without the express written consent of Contractor, which consent may be unreasonably withheld. Contractor may assign this Agreement without Subcontractor’s consent. If any such assignment is made or given by Subcontractor, without prior written consent, the same shall be absolutely void and of no effect, and Contractor, in addition to any other rights under this Agreement, shall have the right, at its option, to terminate this Subcontract for default and shall thereafter be under no further obligations to Subcontractor. Without limiting the generality of the foregoing, Subcontractor acknowledges and agrees that Construction Manager shall have the right to assign the Subcontract to Owner or any party designated by Owner, and following any such assignment to Owner or such designee, then Owner or such designee, as the case may be, shall have the right to assign this Subcontract to any other party designated by Owner (each such assignee, a “Subcontract Assignee”), and upon and after any such assignment Subcontractor shall render full performance under the Subcontract to the Subcontract Assignee and the Subcontract Assignee shall succeed to all of Construction Manager’s rights under the Subcontract and shall perform all of Construction Manager’s obligations under the Subcontract arising from and after such assignment. Upon an assignment of the Subcontract to Owner, Subcontractor shall observe and comply with all instruments, requests, requirements, demands or other directives issued or made by the Owner’s project manager on behalf of Owner in connection with the Work or the Subcontract, unless otherwise instructed by Owner. In the event the Subcontract Documents contain a provision pursuant to which the Subcontract is deemed terminated upon a termination of the Prime Contract, whether for convenience or upon default, or entitling Construction Manager to terminate the Subcontract upon any such termination of the Prime Contract, and the Prime Contract is terminated but Subcontractor receives a notice from Owner that an assignment of the Subcontract to Owner has been effectuated, whether before or after any such deemed or exercised termination of the Subcontract, then such deemed or exercised termination of the Subcontract shall be deemed null and void ab initio, and the Subcontract shall remain in full force and effect as so assigned. ARTICLE 8 THE WORK OF THIS SUBCONTRACT The Subcontractor shall execute the following portion of the Work described in the Subcontract Documents, including all labor, materials, equipment, services and other items required to complete such portion of the Work, except to the extent specifically indicated in the Subcontract Documents to be the responsibility of others. (Insert a precise description of the Work of this Subcontract, referring where appropriate to numbers of Drawings, sections of Specifications and pages of Addenda, Modifications and accepted alternates.) « »


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ARTICLE 9 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 9.1 Subcontract Time is the period of time, including authorized adjustments, allotted in the Subcontract Documents for Substantial Completion of the Work described in the Subcontract Documents. The Subcontractor’s date of commencement is the date from which the Subcontract Time of Section 9.3 is measured; it shall be the date of this Agreement, as first written above, unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Contractor. (Insert the date of commencement, if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.) « » § 9.2 Unless the date of commencement is established by a notice to proceed issued by the Contractor, or the Contractor has commenced visible Work at the site under the Prime Contract, the Subcontractor shall notify the Contractor in writing not less than five days before commencing the Subcontractor’s Work to permit the timely filing of mortgages, mechanic’s liens and other security interests. § 9.3 The Work of this Subcontract shall be substantially completed not later than « » . (Insert the calendar date or number of calendar days after the Subcontractor’s date of commencement. Also insert any requirements for earlier substantial completion of certain portions of the Subcontractor’s Work, if not stated elsewhere in the Subcontract Documents.)

Portion of Work Substantial Completion Date

, subject to adjustments of this Subcontract Time as provided in the Subcontract Documents. (Insert provisions, if any, for liquidated damages relating to failure to complete on time.) « » § 9.4 With respect to the obligations of both the Contractor and the Subcontractor, time is of the essence of this Subcontract. § 9.5 No extension of time will be valid without the Contractor’s written consent after claim made by the Subcontractor in accordance with Section 5.1.17. ARTICLE 10 SUBCONTRACT SUM § 10.1 The Contractor shall pay the Subcontractor in current funds for performance of the Subcontract the Subcontract Sum of « » ($ « » ), subject to additions and deductions as provided in the Subcontract Documents. § 10.2 The Subcontract Sum is based upon the following alternates, if any, which are described in the Subcontract Documents and have been accepted by the Owner and the Contractor: (Insert the numbers or other identification of accepted alternates.) « » § 10.3 Unit prices, if any: (Identify and state the unit price, and state the quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price Per Unit ($ 0.00)

§ 10.4 Allowances included in the Subcontract Sum, if any: (Identify allowance and state exclusions, if any, from the allowance price.)

Item Price


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ARTICLE 11 PROGRESS PAYMENTS § 11.1 Progress Payments shall be made to Subcontractor, pursuant to payment applications to be submitted by Subcontractor to Contractor, for the value of Subcontractor’s Work completed during the prior month (“Payment Period”) as estimated by Subcontractor and Contractor using the Schedule of Values, less 10% retainage to be withheld by Contractor until Final Payment is due and payable, conditioned, however, upon the Owner’s approval and payment to Contractor for such Subcontractor’s Work. Upon Subcontractor’s achieving completion of 50% of its Work, as certified by the Architect, and upon written approval by the Owner, which may be withheld in Owner’s sole discretion, the retainage may be reduced to 5%. Such progress payments by the Owner to the Contractor shall be a condition precedent to Subcontractor’s entitlement to progress payments unless the Owner’s failure to make payment is conclusively determined to be for reasons entirely unrelated to the quantity, quality or timeliness of Subcontractor’s Work or its failure to satisfy obligations under this Subcontract. Accordingly, except only as may be provided to the contrary by statute not subject to waiver, Subcontractor hereby assumes the risk of Owner’s nonpayment or delayed progress payments to Contractor for Subcontractor’s Work, without recourse to the Contractor (but such shall not operate as a bar to Subcontractor’s right to serve and file a Notice Under Mechanic’s Lien Law). When the quantities approved by the Owner for payment consist of items of Work on which Subcontractor has performed only a portion of the Work approved for payment, then quantities of Work for which Subcontractor shall receive payment shall be determined by Contractor. Unless otherwise provided by law or the Prime Contract, payment to Subcontractor shall be made not later than thirty (30) days after Contractor receives payment from Owner. Notwithstanding, Contractor shall have the right to withhold any payment if, based upon reasonable evidence, it believes in good faith that Subcontractor cannot and will not complete its Work and that in such event the cost to Contractor to complete same will exceed the unexpended balance of the Subcontract Price and for such other reasons as set forth in Rider B. § 11.2 Upon the partial or entire disapproval by the Contractor of the Subcontractor’s application for payment, the Contractor shall provide written notice to the Subcontractor. When the basis for the disapproval has been remedied, the Subcontractor shall be paid the amounts withheld. « » § 11.3 SUBSTANTIAL COMPLETION When the Subcontractor’s Work or a designated portion thereof is substantially complete and in accordance with the requirements of the Prime Contract, the Contractor shall, upon application by the Subcontractor, make prompt application for payment for such Work. Within 30 days following issuance by the Architect of the certificate for payment covering such substantially completed Work, the Contractor shall, to the full extent allowed in the Prime Contract, make payment to the Subcontractor, deducting any portion of the funds for the Subcontractor’s Work withheld in accordance with the certificate to cover costs of items to be completed or corrected by the Subcontractor. If the Prime Contract does not allow for a full release of retainage, then such payment shall be an amount which, when added to previous payments to the Subcontractor, will reduce the retainage on the Subcontractor’s substantially completed Work to the same percentage of retainage as that on the Contractor’s Work covered by the certificate. ARTICLE 12 FINAL PAYMENT § 12.1 Final payment by Construction Manager to Subcontractor (including retainage being held under the Subcontract) shall not become due and payable until all of the following express conditions precedent have been satisfied in full: (a) the completion and acceptance of the Work by Construction Manager; (b) provision by Subcontractor of evidence satisfactory to Construction Manager that there are no claims, obligations or liens outstanding or unsatisfied for labor, services, materials, equipment, taxes or other items performed, furnished, or incurred for or in connection with the Work; (c) complete and full satisfaction of all claims, demands and disputes, and all obligations and responsibilities of Subcontractor, arising out of or related to the Subcontract, including those as between Construction Manager and Subcontractor as well as those between Subcontractor and any third party; (d) the full performance by Subcontractor of all its obligations under the Subcontract (in addition to completion of the Work); (e) the receipt by Construction Manager from Subcontractor and each of its principal sub-subcontractors, of a Final affidavit and Release of Claims in such form as Construction Manager or Owner may prescribe; (f) the receipt by Construction Manager of all of Subcontractor’s as-built drawings; (g) the receipt by Construction Manager of all guaranties and warranties required to be delivered by Subcontractor under the Subcontract and the other Contract Documents; (h) the receipt by Construction Manager of all certificates of completion and other certificates, permits, licenses, approvals and authorizations required by any governmental authority in connection with the Work; (i) the receipt by Construction Manager of any consents of Subcontractor’s surety, if any, that may


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be required for final payment; and (j) the receipt by Construction Manager of satisfactory evidence that each event which had occurred by reason of which Construction Manager was withholding sums due to Subcontractor has been cured or no longer exists. The acceptance of final payment by Subcontractor shall constitute a full and final release of any and all Claims which Subcontractor has against Contractor except for Subcontractor’s Claims which have been properly preserved and which are in dispute with the Owner and which have not been otherwise waived or resolved. (Insert provisions for earlier final payment to the Subcontractor, if applicable.) « » ARTICLE 13 INSURANCE AND BONDS § 13.1 The Subcontractor shall purchase and maintain insurance of the following types of coverage and limits of liability as will protect the Subcontractor from claims that may arise out of, or result from, the Subcontractor’s operations and completed operations under the Subcontract:

Type of insurance or bond Limit of liability or bond amount ($ 0.00)

See Rider B

§ 13.2 Coverages, written on an occurrence basis, shall be maintained without interruption from the date of commencement of the Subcontractor’s Work until the date of final payment and termination of any coverage required to be maintained after final payment to the Subcontractor, and, with respect to the Subcontractor’s completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Prime Contract. § 13.3 Certificates of insurance acceptable to the Contractor shall be filed with the Contractor prior to commencement of the Subcontractor’s Work. These certificates and the insurance policies required by this Article 13 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Contractor. If any of the foregoing insurance coverages are required to remain in force after final payment, an additional certificate evidencing continuation of such coverage shall be submitted with the final application for payment as required in Article 12. If any information concerning reduction of coverage is not furnished by the insurer, it shall be furnished by the Subcontractor with reasonable promptness according to the Subcontractor’s information and belief. § 13.4 The Subcontractor shall cause the commercial liability coverage required by the Subcontract Documents to include: (1) the Contractor, the Owner, the Architect and the Architect’s consultants as additional insureds for claims caused in whole or in part by the Subcontractor’s negligent acts or omissions during the Subcontractor’s operations; and (2) the Contractor as an additional insured for claims caused in whole or in part by the Subcontractor’s negligent acts or omissions during the Subcontractor’s completed operations. § 13.5 The Contractor shall furnish to the Subcontractor satisfactory evidence of insurance required of the Contractor under the Prime Contract. § 13.6 The Contractor shall promptly, upon request of the Subcontractor, furnish a copy or permit a copy to be made of any bond covering payment of obligations arising under the Subcontract. § 13.7 Performance Bond and Payment Bond: (If the Subcontractor is to furnish bonds, insert the specific requirements here.)

Bond type Bond amount ($ 0.00) Bond delivery date Bond form

§ 13.8 PROPERTY INSURANCE § 13.8.1 When requested in writing, the Contractor shall provide the Subcontractor with copies of the property and equipment policies in effect for the Project. The Contractor shall notify the Subcontractor if the required property insurance policies are not in effect.


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§ 13.8.2 If the required property insurance is not in effect for the full value of the Subcontractor’s Work, then the Subcontractor shall purchase insurance for the value of the Subcontractor’s Work, and the Subcontractor shall be reimbursed for the cost of the insurance by an adjustment in the Subcontract Sum. § 13.8.3 Property insurance for the Subcontractor’s materials and equipment required for the Subcontractor’s Work, stored off site or in transit and not covered by the Project property insurance, shall be paid for through the application for payment process. § 13.9 WAIVERS OF SUBROGATION The Contractor and Subcontractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Owner, the Architect, the Architect’s consultants, separate contractors, and any of their subcontractors, sub-subcontractors, agents and employees for damages caused by fire or other causes of loss to the extent covered by property insurance provided under the Prime Contract or other property insurance applicable to the Work, except such rights as they may have to proceeds of such insurance held by the Owner. The Subcontractor shall require of the Subcontractor’s Sub-subcontractors, agents and employees, by appropriate agreements, similar waivers in favor of the parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. ARTICLE 14 TEMPORARY FACILITIES AND WORKING CONDITIONS § 14.1 The Contractor shall furnish and make available at no cost to the Subcontractor the Contractor’s temporary facilities, equipment and services, except as noted below:

Temporary Facility, Equipment or Service Cost, if any ($ 0.00)

§ 14.2 Specific working conditions: (Insert any applicable arrangements concerning working conditions and labor matters for the Project.) « » ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Where reference is made in this Subcontract to a provision of another Subcontract Document, the reference refers to that provision as amended or supplemented by other provisions of the Subcontract Documents. § 15.2 Payments due and unpaid under this Subcontract shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) « » « » § 15.3 Retainage and any reduction thereto is as follows: See Section 11.1. « » ARTICLE 16 ENUMERATION OF SUBCONTRACT DOCUMENTS § 16.1 The Subcontract Documents, except for Modifications issued after execution of this Subcontract, are enumerated in the sections below. § 16.1.1 This executed AIA Document A401–2007, Standard Form of Agreement Between Contractor and Subcontractor, as modified.


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§ 16.1.2 The Prime Contract, consisting of the Agreement between the Owner and Contractor dated as first entered above and the other Contract Documents enumerated in the Owner-Contractor Agreement. Subcontractor expressly acknowledges that it has had sufficient time to review the terms and conditions of the Prime Contract. § 16.1.3 The following Modifications to the Prime Contract, if any, issued subsequent to the execution of the Owner-Contractor Agreement but prior to the execution of this Agreement:

Modification Date

§ 16.1.4 Additional Documents, if any, forming part of the Subcontract Documents:

« »

.1 (List here any additional documents that are intended to form part of the Subcontract Documents. Requests for proposal and the Subcontractor’s bid or proposal should be listed here only if intended to be made part of the Subcontract Documents.)

Rider A to this Agreement Rider B to this Agreement Bid Checklist dated [insert] Drawing List dated [insert]

« » Notwithstanding any reference herein to AIA Document A201-2007 (General Conditions of the Contract for Construction), that document is not part of the Subcontract Documents.

This Agreement entered into as of the day and year first written above. F.J. SCIAME CONSTRUCTION CO., INC.

CONTRACTOR (Signature) SUBCONTRACTOR (Signature) « »« » « »« » (Printed name and title) (Printed name and title)



3/15/2012

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a. F.J. Sciame Construction Co., Inc. General Requirements –Rider ‘A’


F.J. SCIAME CONSTRUCTION CO., INC.

Updated: September 3, 2010 RIDER-A INCLUDES THE ATTACHED TRADE SPECIFIC CHECKLIST PROJECT: This Document (Supplemental Rider) and the attached Trade Specific Check List shall form an Integral Part of the Contract. Your scope of work is all work of your trade (Work) called for to be performed in accordance with all Contract Documents, including but not limited to the following:

1. Attached (TRADE SPECIFIC) Checklist, as agreed upon during your bid interview(s). Results and agreements of bid scope review and/or interview.

2. All Subcontractors and their subcontractors shall institute and abide by a ZERO TOLERANCE POLICY with regard to Discrimination and Sexual Harassment. (See FJSC’s Zero Tolerance Policy attached)

3. This Project is (circle one): Tax Exempt/Capital Improvement/ Maintenance . The Subcontractor shall be responsible for the payment of all applicable taxes.

4. This Subcontractor agrees to furnish to the Constractor, prior to commencement of the Subcontract Work, a typewritten list of the names, addresses and telephone numbers of all Sub-subcontractors with whom it intends to enter into Subcontracts for the execution of portions of the work of its trade, and agrees that no substitutions shall be made in the employment of Sub-subcontractors without written approval having first been obtained through the Owner and/or the Contractor.

5. This Subcontractor shall furnish copies of all Sub-subcontracts and Supply contracts promptly to the Contractor upon request.

6. Upon the award of your subcontract, prepare immediately all Materials Safety Data Sheets (MSDS) forms for the work of your trade and submit same, along with your Company Project Specific Safety Program, promptly to the Contractor’s office.

7. The words “provide” and “include” in this Rider shall mean “furnish, deliver and install” unless otherwise noted in this Rider.

8. Demolition contractors are responsible for all removal and disposal of demolished and discarded materials, as well as protection in the street at all times during debris removal. Roofer shall remove all roofing debris off site. Excavation Contractor shall remove all surplus soil, rock and other materials from site. Furniture and Appliance packaging shall be removed from site by delivering party. Concrete contractor, structural steel contractor and miscellaneous iron contractor must include protection in the street at all times during their respective deliveries. This includes using appropriate procedures when washing out concrete truck, tools and equipment so as not to leave sediment on the street, sidewalk or to fill drain basins.

9. All work applicable to your trade shown and/or described on any of the Contract Documents is included in your scope of work. It is also understood that, should individual requirements of the Contract Documents conflict, the most restrictive requirement shall prevail.

10. It is your responsibility to enforce strict discipline, good order and appropriate conduct among the workmen carrying out the Work employed by you or your Sub-subcontractors. You shall not permit the employment of persons not fit or skilled in the tasks assigned to them to perform the Work.

11. Keep all your workmen, employees and Sub-subcontractors away from the on-going operations of Adjacent Businesses and Residences.

12. Comply in full with all requirements of the Project Rules as may be distributed by the Sciame Field Superintendent.

13. Coordinate your deliveries and materials’ storage with the Contractor, as on-site storage space may be limited.

14. Schedule your deliveries and conduct your operations so as to minimize interference with operations of Adjacent Businesses.

15. Schedule your deliveries with the Job Superintendent. All deliveries that require the use of the hoist and/or freight car shall be scheduled and approved by the Sciame Superintendant as to date, time and time required.

16. Schedule your deliveries and conduct your work operations in such a manner as to permit full operations of all portions of the project not scheduled for construction and/or demolition activities.

17. All In-House deliveries to be made by Union Drivers, Common Carrier and all other deliveries shall be by Unionized Carriers and Drivers.

18. Coordinate all work of your trade with the work of other trades. It is understood that you will be required to collaborate with the other trades on the job in order to permit simultaneous installation of the work, as well as to coordinate the setting of other trades’ work that passes through this contractor’s work.

19. Coordinate all work of your trade with the work of Subcontractors hired directly by the Owner. 20. It is understood that the Owner may, at any time, occupy or use any completed or partially

completed space(s) or systems of the Work. 21. Attend meetings with all concerned parties as required to review and resolve coordination issues and

conflicts related to the work of your trade. 22. It is understood that if you perform any of your Work without the approved Contract Documents

and/or approved shop drawings, cuts, samples or product data for such portions of the Work, all such work is performed at your sole and exclusive risk and you shall bear all costs required to conform all such work to the approved Contract Documents .

23. It is your responsibility to provide all logistics and staging required to furnish, deliver and install all work of your trade. It is understood that this Subcontractor has reviewed the site logistics plan (available at the bid interview) which quantifies the exterior scaffolding which will be provided during the course of the project. Any additional ladders, scaffolding, or man lifts required for installation of your work are the sole responsibility of this subcontractor.

24. It is your responsibility to access all spaces within the limits of the work areas as required to conduct all work operations of your trade. The above shall be performed at no additional cost to the Owner and Contractor.

25. Provide all union labor for the work of your trade (shop, field, deliveries to job site and removals from job site.) Subcontractor is responsible for, and shall indemnify Contractor against all liability for, all wages and benefits required to be paid under any law or collective bargaining agreement to or for any laborer performing any Subcontract Work, whether employed directly by Subcontractor or by any sub-subcontractor at any tier.

26. Perform all work of your trade in full conformance with all federal, state, county and local laws and regulations governing such work. Conform to all applicable Codes.

27. It is your responsibility to provide all Scaffolding required to perform the work of your trade. Dismantle and remove your Scaffolding once no longer required. It is also your responsibility to move the levels of planking and bicycles on any Common or Shared Scaffolding, should you require to reach other levels to perform the work of your trade. (Note: This section does not apply to the Scaffolding Subcontractor.)

28. Should this Subcontractor elect to use any Scaffolding provided by the Contractor or as made available by other subcontractors, you shall prepare and submit a Special Scaffolding Indemnification Agreement in form and substance reasonably acceptable to Sciame. Use of any scaffolding as provided by others shall constitute an immediate acceptance of the agreement, even if the form has not yet been completed.

29. Provide all rigging as required to perform the work of your trade. 30. Manage utility consumption so as to minimize costs. 31. If the work of your trade requires Controlled Inspections, coordinate same with the Contractor. You

must also accommodate third party testing personnel during field sample testing. 32. If mock-up(s) are required for work of your trade, it is understood that your mock-ups shall be

scheduled well in advance of actual construction of the specified area in order to allow for timely adjustments in material use, material selections and construction techniques. It is imperative that you coordinate your mock-up(s) properly to ensure full compliance with the project’s schedule.

33. Cut, chop, chase, channel and core drill as required to install own Work (subject to the limitations of all “Protection” Notes listed below.)

34. Take all necessary field measurements required to perform the work of your trade. Compare carefully such field measurements, field conditions and other information known to you with the

Contract Documents before commencing activities. Report at once to the Contractor any error, inconsistency or omission that may be discovered. Provide all surveys and layout required for your trade. If required by the Work of your trade, one set of axis lines and elevation benchmark shall be provided at each floor.

35. You are responsible for arranging, scheduling and coordinating all Building Department inspections for the work of your trade, including paying all associated fees. Provide all necessary and required sign-offs for the work of your trade.

36. All change orders and proposals shall be consecutively numbered by each subcontractor as follows: Label as (Name of Project) Name of Subcontractor Date of Proposal Date Work Will be Accomplished (If a ticket, indicate date work performed) Description of Work Break Down by Hours and Material of Charges, Signed Tickets, etc. Change Order Proposal Number: FJS-001…etc.

Use an appropriate three-letter abbreviation for your company, the above FJS-001represents a theoretical F.J. Sciame Proposal #001. Use consecutive proposal numbers, regardless of acceptance.

37. Comply fully with all requirements of the document entitled “Subcontractors Safety Requirements” (copy attached.) Comply in full with all State Safety codes, Local Municipal safety and building codes and Federal OSHA (Occupational Safety Health Administration) safety and health codes, NFPA (National Fire Protection Association), ANSI (American National Safety Association) safety standards, as well as all safety rules and regulations established by the Contractor to control safety hazards or unsafe conditions not regulated by other agencies and safety regulations, procedures and programs described in the Superintendent’s Safety Manual applicable to your scope of work on this project. You must also provide representation to all weekly safety meetings held by the Contractor.

38. It is your responsibility to provide promptly written notice to the Contractor of all accidents arising out of or in connection with the Work which cause death, personal injury or property damage, giving full details and attaching the statements of any witnesses. If the accident results in death or serious personal injuries or serious property damage, you shall immediately report the accident to the Contractor by telephone, fax or messenger with confirmation to follow promptly thereafter. You shall notify the Superintendent on site of all injuries, regardless of severity.

39. All Contract Documents and copies thereof furnished to this Subcontractor are to be used only with respect to this project and are not to be used by this Subcontractor (or any of his or her Sub-subcontractors at any tier) on any other project or for any other purpose.

40. This Subcontractor is responsible for the construction, maintenance and removal of his or her own temporary shanties on the job site. All costs associated with the construction and furnishing of Subcontractor’s shanties (including light, power, heat, etc.) are to be borne by this Subcontractor.

41. Substitution of any specified item is not permitted unless noted otherwise on the Checklist. Should this Subcontractor decide to propose further substitutions other than those contractually accepted by the Owner, then this Subcontractor must submit a written proposal request to the Architect and secure a written response/approval. The request must provide all specifications data and certification that the substitution meets all requirements of the originally specified item. Any cost savings from an accepted substitution shall be provided to the Contractor.

42. The Contractor will make available to this Subcontractor power for any electrically-operated tools, equipment and/or machinery (herein “Equipment”) he or she intends to use at the job site in providing the work of this trade. However, this Subcontractor is fully responsible for familiarizing himself/herself with the electrical characteristics available at the job site (voltage, phasing, etc.) and coordinating same with the electrical requirements of his or her Equipment before bringing same to the job site. If any adjustments and/or modifications are required to be made to the Equipment of this Subcontractor in order to accommodate any deviations from the electrical characteristics available at the job site, then this Subcontractor shall be fully responsible for the costs associated with said adjustments and/or modifications.

43. Upon completion of construction, submit promptly a full set of as-built mylars, electronic BIM (or in such medium as required), warranties, operating manuals, operating instructions to the Contractor’s office. You shall also provide any and all on site training to the owner as required in the contract documents or as needed to ensure safe and proper operation of any equipment or systems so installed.

44. Should this Subcontractor use during the conduct of his or her contractual scope of work a number of Operating Engineers that requires the presence on the job site of a Master Mechanic, then this Subcontractor agrees to fully assume all costs pertaining to the Master Mechanic.

45. All work applicable to your trade shown and/or described on any of the Contract Documents is included in your scope of work. It is also understood that, should individual requirements of the Contract Documents conflict, the most restrictive requirement shall prevail.

46. This subcontractor is responsible for all jurisdictional labor associated with the work of this trade. Should jurisdictional disputes arise amongst the trades present at the job site regarding items of work included in this subcontract, it is this Subcontractor’s responsibility to resolve such disputes promptly and arrange for the installation of the work covered under this subcontract so as not to cause any delay to the overall schedule, at no additional cost to the Owner and/or the Construction Manager.

47. It is understood that all items of work included in this subcontract are considered by this Subcontractor to fall completely under the jurisdiction of this Subcontractor.

48. All off-hour freight deliveries have associated charges associated with the security guard, hoist operator and Sciame labor. If you desire to make off-hour or weekend deliveries, you shall reimburse Sciame for all associated costs. You shall not pass along these costs or any of your own costs for off-hour deliveries. No off-hour deliveries shall be permitted unless specifically approved by the Field Superintendent or Project Manager on an individual basis.

49. You shall provide a list of all employees, supervisors and workmen for use by the security guard. This list shall be updated weekly or more frequently as required.

Protection:

50. During all work of your trade, take all necessary precautions to protect, avoid damaging and minimize disturbance of existing adjacent construction (to remain for future re-use) and to keep patching and repairing work to a minimum.

51. Take all preventive measures required in order not to damage existing utilities, ductwork, conduits, wiring, etc. scheduled to remain. Correct any damage as directed by the Contractor.

52. Where cutting is required, use hand or small power tools designed for sawing and grinding, not hammering and chopping.

53. Where cutting through existing finishes, all work to be coordinated with the Job Superintendent. 54. Take all preventive measures required in order not to damage the existing woodwork, finishes, stone

and other elements of the existing space to remain. 55. Protect own work as required, new work By Others and existing work to remain.

Project & Site Specific Requirements:

56. You shall provide a Warranty on all labor and materials for a minimum of One (1) Full Year after

acceptance by the owner. If a supplier or manufacturer has provided a longer warranty or guarantee period, same shall be provided without cost to the owner. You shall be responsible for all associated costs relating to any warranty work. This shall include all cutting and patching, removals and reinstallation of other work required to provide warranty service.

57. You shall provide a minimum of 5% Attic Stock or as required by the contract documents (which ever is greater) and provide all cleaning and maintenance instructions. If applicable, provide an option for extended service or warranty.

58. Deliver in a neat and orderly manner, in an indexed binder: all manuals, instructions, warranties and specifications. Provide as builts: A reproducible and 4 copies of all drawings, schedules, charts, diagrams, or more copies as specified.

59. Additionally, provide as many documents and drawings as possible in electronic format, in addition to hard copies.

60. All Electrical, Low Voltage and IT/Data Work shall be by Local #3 Electricians. 61. You shall show good faith and effort to hire MBE & WBE Subcontractors, utilize the local labor

market and employ a diversified work force.



3/15/2012

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b. F.J. Sciame Construction Co., Inc. General Requirements – Rider ‘B’ BID PROPOSAL PACKAGE F FYI – READ & ACKNOWLEDGE ON CHECKLIST

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RIDER B TO SUBCONTRACT AGREEMENT

ARTICLE 1 - DEFINITIONS

1.1 Defined Terms.

1.1.1 As used in this Agreement, any amendment hereto and all Exhibits attached hereto, the following terms shall mean the following:

“Adjoining Premises” shall mean any premises or building adjoining or in close proximity to the Project Site.

“Affiliate” or “Affiliates” shall mean, with respect to any person or entity, any other person, persons, entity or entities which controls, is controlled by or is under common control with such person or entity.

“Applicable Laws” shall mean all laws, codes, treaties, ordinances, rules, regulations, orders, decrees, interpretations, opinions, writs, injunctions and judgments of any national, federal, state, county, municipal, regional or other governmental or quasi-governmental body, instrumentality, agency, authority, court or arbitrator which are applicable to the Construction Manager, the Project, the Project Site, the Services or the Work or the performance thereof, or Hazardous Materials, as the same may be in effect from time to time.

“Application for Payment” shall mean Subcontractor's monthly requisition for compensation which shall be submitted in accordance with this Agreement.

“Architect” shall mean the architect of record for the Project, or a successor designated in writing by Owner.

“As-built Drawings” shall mean a complete set of the plans for the Work marked so as to fully, completely and precisely identify the actual, in-situ and post-construction conditions of the Work.

“Books and Records” shall mean the Subcontractor's accounts, records, books, contracts, purchase orders, receipts, invoices, vouchers, correspondence, memoranda, instructions, drawings, and other data relating to the Work.

“CADD Disks” shall mean disks that conform to the Owner’s and the Contractor’s standard for files created for the computer-aided design/drafting system employed by the Owner and the Contractor.

“Certificates” shall mean the certificates of use and occupancy and other approvals related to the Project,

including for mechanical, electrical, plumbing, fire protection and life safety systems and equipment, which are required for the lawful use and occupancy of the Project, or the agreed, defined portion thereof, by the Owner or its Affiliates or their respective lessees.

“Certificate of Final Completion” shall be the certificate that the Design Professional and/or the Owner’s

Representative and/or the Contractor shall provide when Subcontractor has met its obligations under Section 10.5.2.

“Certificate of Substantial Completion” shall be the certificate that the Design Professional and/or the Owner’s Representative and/or the Contractor shall provide when Subcontractor has met its obligations under Section 10.4 and the Owner and Contractor have so concurred.

“Change” or “Changes” shall refer to the right of Owner and the Contractor to, without nullifying any portion of the Contract Documents, make numerous changes in the Work, including expansion or addition of the scope of the Work, reduction or deletion of the scope of the Work and modification of the scope of the Work.

“Change Order” shall mean a written order, either prepared by the Subcontractor and signed by the Contractor or prepared and signed by the Contractor, authorizing or directing a change in the Work or the method or

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manner of performance and/or an adjustment in the Subcontract Sum or Milestone Events.

“Change Order Proposal” shall mean a written proposal setting forth, in such detail as required by the Contractor, any request by the Subcontractor for adjustments to the Subcontract Sum or extension of any Milestone Event that is attributable to the Changes set forth in a Change Order Request, but only if and to the extent such adjustments or extensions are permitted by the terms of this Agreement.

“Change Order Request” shall refer to a written request by the Subcontractor for a Change which sets forth the nature of the Change.

“Claim” shall mean a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of terms, payment of money, extension of time or other relief with respect to the terms of this Agreement and also includes other disputes and matters in question between the Contractor and the Subcontractor arising out of or relating to this Agreement.

“Composite As-built Drawings” shall mean red-lined Construction Documents showing the Work as constructed, and indicating actual locations of utilities and all changes and alterations made to the Work during construction, and incorporating those changes reflected in the As-built Drawings prepared by the Subcontractors, including the Subcontractor and its sub-subcontractors, in a single set of drawings.

“Confidential Information” shall mean any non-public information of any form obtained by the Subcontractor or the Subcontractor’s Representatives or the Subcontractor’s sub-subcontractors in the performance of the Work, including Proprietary Information.

“Construction Documents” shall mean the Drawings and Specifications.

“Construction Manager” and/or “Contractor” shall mean F.J. Sciame Construction Co., Inc.

“Contract Documents” shall mean the Agreement between the Contractor and the Owner, the Exhibits annexed thereto, this Agreement, the Exhibits and Riders annexed hereto, the Construction Documents, all Directed Change Orders, Change Orders, the Project Site Logistics Plan, and the Safety Plan.

“CUCF” shall mean The City University Construction Fund and its successors.

“Daily Report” shall mean the daily construction report that the Subcontractor’s superintendent shall submit to the Contractor as required by Section 5.2.1.

“Design Defects” shall mean all errors, inconsistencies, omissions, conflicts or ambiguities in the Construction Documents.

“Design Professional” shall mean individually and collectively, the Architect, engineers and/or other design professionals identified on Exhibit I annexed hereto and their respective subconsultants, as the same may be updated from time to time by the Owner.

“Direct Work” shall mean all trade work (which term shall be deemed to include, for all purposes under this Agreement, materials and equipment furnished by sub-subcontractors who are just suppliers), whether performed or furnished by the Subcontractor, its sub-subcontractors, the Subcontractors or the Contractor.

“Direct Work Cost” shall have the meaning set forth in Exhibit H.

“Directed Change Order” shall refer to a Change Order that Owner and the Contractor may issue directing the Subcontractor to proceed with a Change in the Work.

“Director” shall mean the Executive Director of the Department of Design, Construction & Management of The City University of New York, or such other person as may be designated pursuant to the Prime Agreement.

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“Drawings” shall mean the working drawings now or hereafter prepared by the Design Professional for the Project, including those described on Exhibit J annexed hereto (as the same may be amended, modified, revised or supplemented from time to time).

“Event of Default” shall have the meaning set forth in Section 19.1.1.

“Extra Work” is a Change determined by the Director to be necessary for the completion of the Work, which is not reasonably inferable from or implied by the Drawings or Specifications, and added to this Agreement by written Change Order, whether as a result of negotiation or unilaterally issued by CUCF.

“Field Proceed Orders” shall refer to the orders that the Contractor shall have authority to issue for minor changes in the Work, upon receipt of a corresponding order from the Design Professional or the Owner’s Representative.

“Final Completion” shall have the meaning set forth in Section 10.5.2.

“Final Payment” shall mean the last payment constituting the unpaid balance of the Subcontract Sum (including retainage).

“Governmental Authority” shall mean any national, federal, state, county, municipal, regional or other governmental or quasi-governmental body, instrumentality, agency, authority, court or arbitrator.

“Guaranty Period” shall mean the time period of one year commencing on the earlier to occur of (a) the date of Final Completion of the Project, or (b) the date on which the Owner commences full business operations in the Project Site; or such longer period of time as may be prescribed by the terms of any of the Contract Documents.

“Hazardous Materials” shall mean: (1) any "hazardous waste" as defined by the Resource, Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et seq.), as amended, and regulations promulgated thereunder; (2) any "hazardous, toxic or dangerous waste, substance or material" specifically defined as such in (or for the purposes of) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601, et seq.), as amended, and regulations promulgated thereunder; (3) any "hazardous waste" or "hazardous substance" as defined by applicable New York State laws and regulations), as amended, and regulations promulgated thereunder; and (4) any hazardous, toxic, or dangerous waste, substance, or material as defined in any so-called "superfund" or "superlien" law or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning such waste, substance or material.

“Indemnitees” shall mean the entities and individuals listed in Exhibit M, and their respective directors, officers, employees, partners, agents, subsidiaries and affiliates.

“Information Only Documents” shall mean all documents that are not Contract Documents and which are provided to the Subcontractor by or on behalf of the Contractor, the Owner, the Owner’s Representative or the Design Professional, and which have been made available to the Subcontractor for information purposes only.

“Investigation” shall refer to the right of Owner and/or the Contractor to conduct an investigation of all facts and background of issues relating to the Work that may give rise to a claim or potential claim.

“Key Personnel” shall refer to the Subcontractor’s Representatives identified as Key Personnel on Exhibit B, and any replacements thereof approved by Owner and the Contractor in accordance with Section 2.4.2.

“Liquidated Damages” shall mean (i) the sum of ______________ Dollars ($____.00) per day for each of the first fifteen (15) days after the Milestone Event – Substantial Completion upon which Substantial Completion shall not have been achieved; (ii) the sum of ______________ Dollars ($____.00) per day for each of the sixteenth (16th) through thirtieth (30th) days after the Milestone Event – Substantial Completion upon which Substantial Completion shall not have been achieved; and (iii) the sum of ______________ Dollars ($____.00) per day for each

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day after the thirty-first (31st) day after the Milestone Event – Substantial Completion upon which Substantial Completion shall not have been achieved.

“Losses” shall mean losses, injuries, liability, damages, judgments, fines, penalties, fees, claims, demands, liens, settlements, costs and expenses, including reasonable attorneys’ fees and disbursements (if necessary or desirable, through any appeals).

“Merchandise” shall mean materials, equipment, goods, merchandise or products purchased by the Subcontractor or its sub-subcontractors.

“Milestone Event” shall mean the critical dates for the completion of certain portions of the Project, and as identified on Exhibit L.

“Notices” shall mean notifications, requests, demands, consents, approvals and other communications to be delivered under this Agreement.

“Notice to Proceed” shall mean a Notice provided to Subcontractor by the Contractor directing the Subcontractor to proceed with the Work.

“Owner” shall mean CUCF, and its successors and assigns.

“Owner’s Representative” shall mean the Director, or such other person as may be designated the “Owner’s Representative” in accordance with the terms of the Prime Agreement.

“Percentage of Completion” shall mean, as to each portion of the Work shown on the Schedule of Values, the lesser of (a) the percentage of that portion of the Work which has actually been constructed, installed or otherwise completed, as applicable, based upon the Schedule of Values, or (b) the percentage obtained by dividing (i) the expense that has actually been incurred by the Subcontractor on account of that portion of the Work for which the Subcontractor has made or intends to make actual payment prior to the next Application for Payment by (ii) the share of the Direct Work Cost allocated to such portion of the Work in the Schedule of Values.

“Permits” shall mean approvals, permits, authorizations, plans, licenses and certifications.

“Prime Agreement” shall mean that certain written agreement between the Construction Manager and The City University Construction Fund, including all exhibits, schedules, addenda, modifications and amendments thereto and thereof, dated the ___ day of _________, 2010, with respect to the Project.

“Product Data” shall mean all illustrations, schedules, performance charts, diagrams, brochures, instructions, installation and maintenance recommendations, parts lists, and other information furnished by the Contractor, the Subcontractor and its sub-subcontractors, as the case may be, to illustrate or describe materials, equipment or systems for some portion of the Work. Product Data shall include technical information published or prepared by the applicable equipment or materials manufacturer and shall include complete engineering and dimensional data.

“Project” shall mean the project described in Exhibit A, and includes all construction on and in the Project Site required under the Construction Documents.

“Project Communications Program” shall mean the program to be employed by the Construction Manager in order to facilitate communication among all parties working on the Project, including, without limitation, the Construction Manager, the Subcontractor, the Owner and Subcontractors and Design Professional, which program shall be prepared by the Construction Manager and approved by Owner and annexed hereto as Exhibit P.

“Project Documents” shall mean Drawings, Specifications, Subcontracts, Shop Drawings, Samples, Product Data, Change Orders, Directed Change Orders, Field Proceed Orders, purchase orders, Subcontractors’ As-

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built Drawings, Composite As-built Drawings, guarantees, warranties, documents, analyses, Books and Records and other financial documentation, operating manuals, maintenance instructions, test results, logs, write-ups, requests for proposals, proposals, information and other documents and materials created or generated in connection with the Project.

“Project Schedule” shall mean the time schedule in CPM format, prepared by the Construction Manager and approved by the Owner, detailing the sequence and time durations for the Work and the Milestone Events, including any approved revisions or updates thereto.

“Project Site Logistics Plan” shall mean the mobilization and logistics plan prepared by the Construction Manager and approved by Owner, annexed hereto as Exhibit D.

“Prompt Payment Act” has the meaning given in Section 15.28.1.

“Proprietary Information” shall mean all patent, copyright and trade secret rights, with respect to any work product of the Subcontractor and its sub-subcontractors developed or conceived by the Subcontractor and its sub-subcontractors in the course of performing the Work.

“Punch List” shall mean the list of the Work or corrective work remaining to be done and the time schedule for completing such work after a Certificate of Substantial Completion is issued.

“Recovery Action” shall mean an action in which Subcontractor is obligated to defend each of the Indemnitees against any claim, demand, suit, action, proceeding, arbitration or other means or methods pursuant to which the recovery of Losses is sought against such Indemnitee.

“Required Subcontractor Retainage” shall mean ten percent (10%) of the amount of each progress payment under a Subcontract (calculated without reduction for retainage).

“Safety Plan” shall mean the site-specific safety plan, annexed hereto as Exhibit F, created by the Construction Manager and approved by the Owner, setting forth the procedures and policies to be employed by the Construction Manager and the Subcontractors for initiating, maintaining and supervising all safety precautions and programs in connection with the Work, including safety of all persons and property during performance of the Work, to ensure that the Work is performed in the safest possible manner and in compliance with all Applicable Laws.

“Samples” shall mean the physical samples which exemplify materials, finishes and workmanship and establish standards by which the Work will be judged.

“Schedule of Values” shall mean an itemized breakdown of each component of the applicable Direct Work Cost, all of which shall be approved by Owner’s Representative.

“Separate Contractors” shall mean all persons (other than Owner, or departments or user groups within Owner) who are engaged by Owner or any of Owner’s tenants or prospective tenants with respect to the Project (including without limitation the tenant installations) or work related to the Project (such as the Design Professional and the Owner’s other contractors and consultants), excluding Construction Manager and its Subcontractors.

“Services” shall mean all services required to be provided by the Subcontractor under this Agreement.

“Shop Drawings” shall mean the drawings, diagrams, schedules and other data specifically prepared by the Subcontractor or its sub-subcontractors, as the case may be, to illustrate or define portions of the Work, which, as appropriate, shall reflect and incorporate the information in the Construction Documents depicting or otherwise pertaining to such portions of the Work.

“Specifications” shall mean the specifications now or hereafter prepared by the Design Professional for the Project, including those described on Exhibit K annexed hereto, as the same may be amended, modified, revised or

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supplemented from time to time.

“Staffing Plan” shall mean the staffing plan attached as Exhibit B, prepared by Subcontractor and approved by Construction Manager, which lists the type and number of personnel required to be included as the Subcontractor’s Representatives, including the respective portion of their working hours that will be dedicated to the Project.

“State” shall mean the State in which the Project is located.

“Subcontract Assignee” shall be further described in Section 8.2.7.

“Subcontractor” shall mean ___________________________________________.

“Subcontractors” shall mean the parties engaged by the Construction Manager to perform a portion of the Work or to supply materials and equipment and shall include the Subcontractor hereunder and its sub-subcontractors.

“Subcontractor’s Final Affidavit and Release of Claims” shall mean the affidavit submitted by the Subcontractor and its sub-subcontractors in the form of Exhibit O.

“Subcontractor’s Representatives” shall mean any and all of the employees and personnel (and any replacements and proposed replacements thereof) generally described in Section 2.4.1 and as listed on Exhibit B.

“Subcontractor’s Waiver of Release of Lien” shall mean the waiver and release submitted by the Subcontractor and its sub-subcontractors in the form of Exhibit N.

“Subcontracts” shall mean any subcontract between the Construction Manager and a Subcontractor and any sub-subcontract between a Subcontractor or sub-subcontractor and a sub-subcontractor at any tier.

“Submittals” shall mean Shop Drawings, Product Data, Samples and similar submittals required by all Contract Documents, including the Prime Agreement. Submittals shall, if requested, furnish Submittals in electronic form.

“Substantial Completion” shall mean that stage in the progress of the Work when all of the requirements of Section 10.4.1 hereof have been satisfied by Subcontractor.

“Substantial Completion Date” shall mean the date that is set forth for Substantial Completion as stated in the Project Schedule.

“Unavoidable Delay Events” shall mean any one of the events listed in Section 1.35 of the Prime Agreement which causes an Unavoidable Delay.

“Unavoidable Delays” shall mean material delay in the performance of any portion of the Work resulting in the Subcontractor not being able to achieve any Milestone Event which is caused by an Unavoidable Delay Event.

“Weekly Report” shall mean the weekly construction report that the Subcontractor shall submit to the Contractor as required by Section 5.3.1.

“Work” shall mean all work and other Services required to be performed by the Subcontractor and its sub-subcontractors under the Contract Documents, and includes all labor, materials, equipment and services to be provided by under the terms of this Agreement to complete the Project.

“Work Commencement Date” shall mean the date the Construction Manager is required to commence the Work, as directed solely by the Owner pursuant to a Notice to Proceed.

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1.2 Defined Terms. Terms used in this Agreement that are defined in the Prime Agreement shall have the same meanings designated to them in the Prime Agreement herein, unless specifically provided herein otherwise.

ARTICLE 2 - GENERAL PROVISIONS

2.1 It is the express intentions of the Contractor and Subcontractor that, to the greatest extent possible, this Rider shall be interpreted and given effect so as to cause no conflict with the terms and conditions of the body of the Agreement and any preceding Riders to the Agreement. Nevertheless, in the event of any irreconcilable conflict between the terms of this Rider B, on the one hand, and the body of the Agreement or any preceding Rider, on the other, it is the specific intention of the Contractor and Subcontractor that the terms of this Rider B shall control

2.2 Incorporation by Reference of Prime Agreement: Subcontractor shall furnish and perform its obligations hereunder and the Work of the Project in strict conformance with the Prime Agreement, except as and only to the extent that the obligations of the Subcontractor are specifically modified herein. Subcontractor shall perform the Work and all its obligations undertaken pursuant to this Agreement in the same manner, subject to the same conditions and provisions, with the same quality and to the same extent that the Construction Manager is bound by the Prime Agreement to perform the Work for CUCF. Notwithstanding anything to the contrary in this Agreement: (a) each and every duty and obligation of the Construction Manager with respect to all the services which the Construction Manager and its Subcontractors are obligated to perform shall be performed by the Subcontractor pursuant to the provisions of the Prime Agreement for the Work, and such duties and obligations of the Construction Manager to CUCF under the Prime Agreement shall likewise be duties and obligations of Subcontractor to the Construction Manager with respect to the Construction Manager under this Agreement, and (b) each and every right, action or remedy of CUCF with respect to the Construction Manager relating to the performance of the Work shall be a right, action or remedy of the Construction Manager with respect to Subcontractor under this Agreement. The Subcontractor has read the entire Prime Agreement, including all Exhibits thereto, and is fully familiar with the terms thereof, or, having been given a reasonable opportunity to read the foregoing, has knowingly waived its right to do so, and expressly agrees to be fully bound thereby and subject to all the provisions thereof with respect to the Construction Manager as and to the same extent the Construction Manager is subject to all the same provisions with CUCF and, with respect to the Work, to assume towards the Construction Manager all responsibilities assumed by the Construction Manager toward CUCF in the Prime Agreement. Further, it is the express intention of the Construction Manager and Subcontractor that all provisions of the Prime Agreement that, pursuant to the terms thereof, are required to be contained in this Agreement or to which the Prime Agreement requires the Subcontractor to be bound or which impose obligations on Subcontractors, are hereby expressly incorporated herein by this reference. In the event of an inconsistency or conflict between or among this Agreement, the Prime Agreement and any exhibit, attachment or document incorporated by reference into this Agreement, the documents shall govern in the following order of precedence: (a) the drawings (large scale governing over small scale), specifications and addenda issued prior to the execution of this Agreement; (b) the Bid Checklist; (c) this Rider to Agreement; (d) Rider A to the Agreement; (e) the Agreement; and (f) the Prime Agreement, unless expressly stated otherwise herein. It is understood and agreed that CUCF is a third-party beneficiary with respect to all rights, actions, or remedies of the Construction Manager with respect to the Subcontractor under this Agreement.

2.3 Subcontractor

2.3.1 The Subcontractor hereby represents that (a) it has all the necessary power and authority to enter into this Agreement and that it is under no obligation or restriction that would in any way interfere or be inconsistent with, or create a conflict of interest concerning, its performance of the Work and that it shall not acquire any interest, directly or indirectly, which would or may create a conflict of interest, nor shall it employ or retain any person having such interest during the term of this Agreement; (b) it is financially

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solvent and sufficiently experienced and competent to perform the Work required by this Agreement, or to cause the same to be performed; (c) it is licensed and authorized as may be required by the appropriate agency in the State of New York or the City of New York, as the case may be, to conduct business in the City and State of New York, and to perform its obligations hereunder, and that every professional and sub-subcontractor whom it retains to perform any of the Work shall be authorized to transact business in the State of New York and licensed by the appropriate agency, as required by such representation; (d) it will take all steps necessary and advisable to maintain its and its retained professionals’ and sub-subcontractors’ authorizations and licenses related to the Work, giving the Construction Manager prompt written notice of any lapse of any such license; and (e) that (1) it is not in arrears to CUCF, to CUNY, the State or City of New York, or the United States of America, upon debt, contract, or taxes; (2) it is not a defaulter, as surety or otherwise, upon any obligation to CUCF, the State or City of New York; (3) it has not been declared not responsible or disqualified by CUCF, by CUNY, by the State or City of New York, or by any public benefit corporation or agency of the State or New York, or by the United States of America and (4) there is not any proceeding pending relating to the responsibility or qualification of the Construction Manager to receive public contracts. The Subcontractor accepts the relationship of trust and confidence established between it and the Contractor by this Agreement. The Subcontractor shall employ (x) its best efforts, skill and judgment in the performance of the Services, and (y) efficient business administration, coordination and management, and its best efforts, skill and judgment, to ensure that it will perform the Work and cause its sub-subcontractors, if any, to perform the Work in the most expeditious and economical manner, consistent in each case with (i) the intent of the Contract Documents, (ii) Applicable Laws, (iii) the highest construction industry standards and practices and (iv) the best interests of the Owner and the Contractor relating to cost, quality and schedule. Due to the fiduciary relationship which the Subcontractor is assuming toward the Contractor and the Owner with respect to the Work, it is the intention of this Agreement to impose, and the Subcontractor accepts, the special and additional duties of trust and confidence created hereby.

2.3.2 Except as authorized by the Specifications or authorized in writing by the Contractor, the Subcontractor shall not perform or subcontract for any act which would constitute the rendering of professional services in the practice of architecture, engineering or laboratory testing.

2.3.3 The Subcontractor shall cooperate and coordinate with, and perform the Services in conjunction and harmony with, the Contractor, the Owner or Separate Contractors and any of their agents, invitees, and tenants at the Project and any employees, agents or invitees of any such tenants at the Project, in such a manner as may be necessary or, in the judgment of the Owner and/or Contractor, desirable to facilitate the prosecution of the Work and completion of the Project (including the work of any Separate Contractors) expeditiously and economically, consistent with similar buildings in the Borough of Manhattan and the best interests of the Owner and the Contractor. The Subcontractor acknowledges that the Owner, directly and through the Design Professional, the Contractor and the Separate Contractors, is and shall be actively involved in the development of the Project (specifically including without limitation the completion of tenant installation work), and in interaction with the Contractor and the Subcontractors, and that the Owner and the Contractor will be relying upon the Subcontractor to coordinate the entirety of the work being performed on the Project Site and to contemplate and incorporate the logistical requirements of Separate Contractors. The Subcontractor understands and agrees that no such involvement or interaction shall be construed to relieve the Subcontractor from the performance of, or to waive or modify in any respect, any of the Services. For the avoidance of doubt, the Subcontractor shall cooperate, coordinate, facilitate and work in conjunction with any work being performed by or for the benefit of the Contractor, any of Owner’s tenants and/or invitees at the Project.

2.4 Personnel

2.4.1 The Subcontractor shall hire and retain as Subcontractor’s Representatives a sufficient number of employees and other personnel with the requisite skill, professional training and experience to enable the Subcontractor to perform the Services in the most expeditious, economical and entirely lien-free manner in accordance with Applicable Laws, in conformity with the Contract Documents and consistent with the quality and nature of the Project and the best interests of the Contractor and the Owner, including

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but not limited to a competent superintendent or foreman, fluent in English, to whom Contractor may issue instructions and who shall have full authority to carry out all instructions issued by Contractor. At a minimum, the Subcontractor’s Representatives shall include the type and number of personnel identified on the Staffing Plan. None of the Subcontractor’s Representatives shall be considered to be an employee of Owner and/or Contractor for any purpose or entitled to exercise any rights, or seek any benefit, accruing to the employees of Owner and/or Contractor by virtue of the work or services rendered by the Subcontractor’s Representatives in connection with the Project. If obligations are imposed upon Contractor in the Prime Agreement regarding superintendence or project management, these obligations are specifically incorporated herein by reference and are imposed upon Subcontractor to the extent necessary to assure Contractor’s compliance with its contractual obligations to the Owner.

2.4.2 Certain of the Subcontractor’s Representatives who will be performing the Services are identified as Key Personnel. Key Personnel shall devote the respective portion of their normal working hours set forth in Exhibit B to the performance of the Services. Key Personnel shall be subject to the Contractor’s and the Owner’s prior written approval and shall not be replaced without the prior written consent of the Contractor and the Owner, provided, however, that if any Key Personnel shall leave the Subcontractor’s employ, or otherwise become incapacitated, the Subcontractor shall designate a replacement Key Personnel having at least the same qualifications, skill and level of experience as the former or incapacitated Key Personnel, and who shall otherwise be satisfactory to the Owner and the Contractor. At the direction of the Owner and/or the Contractor, any Key Personnel to whom the Owner and/or Contractor has a reasonable objection shall be replaced by the Subcontractor within three (3) days after such direction is issued. The Owner and the Contractor shall have the sole and absolute right to interview and approve in advance any proposed replacement Key Personnel. The hourly rate charged by the Subcontractor with respect to any replacement Key Personnel shall be at a level commensurate with the qualifications, skill and level of experience of such Key Personnel, but in no event shall such rate exceed the rate charged by the Subcontractor with respect to the replaced Key Personnel without the prior written consent of Owner and Contractor.

2.4.3 The Subcontractor shall provide security for the Project Site in accordance with a security plan prepared by the Subcontractor and approved by Owner and the Contractor and described on Exhibit C.

2.5 Design Professional

2.5.1 The Design Professional (and in some instances as set forth in this Agreement, only the Architect) may, among other things, inspect, observe and monitor, on behalf of the Owner, the Work and certain other elements of the Project, provide to the Contractor and the Subcontractors interpretations or clarifications of the Drawings or Specifications, certify Applications for Payments and certify Substantial Completion and Final Completion. It is understood, however, that no such inspection, observation, monitoring, interpretation, clarification or certification, nor the provision of any other services by the Design Professional for the Project, shall be construed to waive, modify or otherwise affect any of the Subcontractor’s obligations under this Agreement.

2.5.2 The Subcontractor’s communications by and with the Design Professional shall be conducted through the Contractor by such means as Contractor shall prescribe, and shall be recorded utilizing internet/web-based construction management software to be provided and maintained by the Contractor and approved by the Owner, with copies of written communications to be delivered by the Subcontractor, at the Subcontractor’s sole cost and expense, to the Owner and the Contractor.

ARTICLE 3 - CONTRACT DOCUMENTS

3.1 Contract Documents

3.1.1 The intent of the Contract Documents is to include all items necessary for the proper execution of the Work and completion of the Milestone Events. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the

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Subcontractor and its sub-subcontractors, if any, shall be required if and to the extent consistent with the Contract Documents and inferable from them as being necessary to produce the intended results.

3.1.2 In the event of any conflict or discrepancy between or among different versions of the same Contract Document, the most recently issued version takes precedence over previous versions. In the event of any conflict or discrepancy between provisions in separate Contract Documents, the more stringent provision shall govern; provided, however, figured dimensions shall prevail over scale dimensions and large scale Drawings shall prevail over small scale Drawings. If the conflict or discrepancy between or among separate Contract Documents pertains to (i) quantity, then the Contract Document requiring the greater quantity shall be deemed to be more stringent, (ii) quality, then the Contract Document requiring the better quality shall be deemed to be more stringent, or (iii) cost, then the Contract Document requiring the greater cost shall be deemed to be more stringent. Notwithstanding any other provision, term, condition or Exhibit to the contrary, in this Agreement and/or the Contract Documents, in the event of any conflict or discrepancy between the terms and conditions of the Agreement and the exhibits, the terms and conditions of Rider B of this Agreement shall take precedence, unless a more stringent standard is set forth elsewhere in this Agreement and/or the Contract Documents.

3.2 Information Only Documents

3.2.1 The Information Only Documents are not part of the Contract Documents, shall be used by the Subcontractor at its own risk, and are provided to the Subcontractor without any representation or warranty by the Contractor, Owner, the Owner’s Representative, any Separate Contractor or the Design Professional as to the accuracy or completeness of the Information Only Documents or any other matter.

ARTICLE 4 - SUBCONTRACTOR SERVICES

4.1 Scope of Services

4.1.1 The Subcontractor shall administer, manage, supervise, direct, coordinate and cause the proper, lawful, lien-free and efficient performance and furnishing, through its subcontract with the Contractor, its sub-subcontracts or its own forces, of all work, labor, supervision, materials, equipment, tools and services required for the complete construction and/or installation of the Project.

4.1.2 Without limiting any other provision of this Agreement, the Subcontractor shall perform any and all other services that are customarily performed by Subcontractors for projects similar in scope and nature to the Project.

4.1.3 The Subcontractor shall, in a lawful, lien-free manner perform all of the Services in accordance with the terms and conditions of this Agreement.

4.1.4 The Owner and the Contractor retain the right, in their sole and absolute discretion, to delete any portion of the Work from the scope of this Agreement, and a deductive Change Order shall be issued to reflect such deletion. The Owner and/or the Contractor may thereafter separately contract for such portion of the Work outside the scope of this Agreement.

4.2 Procurement Analysis, Pre-Purchasing

4.2.1 The Subcontractor shall provide a procurement plan, including a purchasing schedule, as set forth in Exhibit E, as well as make recommendations to the Contractor for alternative or substitute materials and equipment and their respective costs and scheduling impact.

4.2.2 Consistent with the Owner’s and the Contractor’s goal of maintaining the Project Schedule, the Subcontractor shall identify, and make recommendations to the Contractor regarding, the advisability of

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pre-purchasing long-lead time materials, equipment and supplies required in connection with the Work, and advise the Contractor with respect to potential delays in their purchase, fabrication or delivery.

4.2.3 The Subcontractor shall arrange for expediting on and off-site storage of pre-purchased long-lead items, if approved in advance in writing by the Owner and the Contractor (including, without limitation, such arrangements as the Owner and/or Contractor shall deem necessary or desirable for (i) access to such materials, equipment or supplies for the purpose of inspection and removal of the same, (ii) protecting the Owner’s and/or Contractor’s title to such materials, equipment or supplies, free and clear of all liens, encumbrances and rights of others, and (iii) insuring and protecting the same), and shall not permit any payment for materials, equipment or supplies stored off-site, unless such payment has been approved in advance in writing by the Owner and the Contractor and otherwise is authorized under the provisions of this Agreement.

4.3 Value Engineering, Cost Control and Life Cycle Analyses

4.3.1 If and when so requested, the Subcontractor shall initiate, manage and perform value engineering services so that the Owner’s and Contractor’s objectives are met at the lowest cost, consistent with the standards established by the Owner and the Contractor for the Project.

4.3.2 If and when so requested, the Subcontractor shall assist the Contractor, the Owner, the Owner’s Representative and the Design Professional in the performance of an evaluation of proposed building components and systems relating to initial capital costs, life cycle costs, operating and maintenance costs, energy conservation factors and systems maintenance and longevity, as applicable. The Subcontractor shall assist the Owner and/or the Contractor in applying for and obtaining rebates from energy providers.

4.4 Existing Conditions and Adjoining Premises

4.4.1 Prior to commencing the Work, the Subcontractor, from time to time, at appropriate intervals, (a) carefully investigate, study and compare all then existing conditions at the Project Site with the design development documents and, subsequently, with the Drawings, Specifications and other Contract Documents; (b) verify all figures on the Drawings before laying out the Work; (c) take field measurements and verify field conditions and carefully compare such field measurements and field conditions and other information known to the Subcontractor with the Contract Documents before commencing activities; (d) review the Contract Documents and, if applicable, give prompt notice to the Design Professional and the Owner Contractor of all Design Defects and obtain from the Contractor specific instructions in writing with respect thereto before proceeding with the Work, and (e) if applicable, cause to have prepared a pre-construction survey, including photographs and documentation, of any pertinent portion(s) of the Project Site and all Adjoining Premises for review and approval of the Contractor.

4.4.2 The Subcontractor and its sub-subcontractors, if any, shall take field measurements and verify field conditions and carefully compare such field measurements and conditions and other information with the Contract Documents before commencing any Work.

4.4.3 The Subcontractor and its sub-subcontractors, shall examine all Adjoining Premises and ascertain, before beginning the Work, the existing condition of the Adjoining Premises, and shall be governed thereby for the necessary, thorough, safe and satisfactory performance of the Work as necessary or required by Applicable Laws, whether or not such matters were indicated or specified on the Contract Documents. The Subcontractor shall perform all work in such a manner and take such protective measures as are necessary to keep and leave the Adjoining Premises in the same condition as they were before the commencement of the Work. Without limiting the generality of the foregoing or any other provision in this Agreement, the Subcontractor shall monitor any and all vibrations caused by the Work (specifically without limitation, the excavation and foundation work) which could affect any Adjoining Premises, and shall be responsible for any and all damage caused to the Adjoining Premises or claimed by an owner, tenant or occupant of such Adjoining Premises.

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4.4.4 Whenever any parts of the Adjoining Premises interfere with or are interfered with by the Work, the Subcontractor shall make whatever changes to the Work are made necessary by such interference, whether or not such interference is shown on the Contract Documents. If such interference was not discovered and was not capable of being discovered by the Subcontractor upon the examination described in this section, then the additional cost, if any, incurred by the Subcontractor by reason of such changes to the Work shall constitute a Scope Change. If such interference was reasonably capable of being discovered by the Subcontractor before such examination, then such additional cost, if any, shall not constitute a Scope Change.

4.5 Project Site Logistics Plan

4.5.1 The Subcontractor shall prepare and submit for the Owner’s and Contractor’s approval a Project Site Logistics Plan that designates the field office for the Subcontractor’s field representatives, storage and staging areas, shanties, protection (netting, cables, etc.), hoists, cranes, fences and sidewalk bridges, temporary loading docks, if any; temporary protection, temporary circulation and routes, and procedures for material delivery, location of equipment and certain other information, as annexed hereto as Exhibit D. The Subcontractor shall identify and advise the Contractor with respect to all required permits and special consultants that may be needed for implementing the Project Site Logistics Plan. The Construction Manager shall also assist the Owner and the Contractor in obtaining permission or any necessary rights or easements for gaining access to adjacent properties for implementing the Project Site Logistics Plan, if necessary.

4.5.2 The Subcontractor shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying the Contractor, the Owner, and owners and users of Adjoining Premises. The Subcontractor shall at all times conduct the Work to ensure the protection of persons and property, to minimize interference with the daily operation of adjacent buildings and businesses, and to minimize inconvenience to the general public and the Owner and its Affiliates and their respective guests, visitors and invitees.

4.5.3 The Subcontractor shall provide proper and safe access to and egress from any tenant-occupied areas of the Project Site at all times. The decision to permit any tenant or other third parties to occupy any portion of the Project Site shall be made by the Owner in its sole and absolute discretion. In addition, the delivery, unloading, staging and storage of material and equipment shall be only in areas approved by the Owner and the Contractor. Such areas will accommodate only limited amounts of material and equipment. The Subcontractor shall be responsible for coordinating the arrival of material and equipment in order to prevent any accumulation outside designated areas. The Subcontractor shall coordinate and cooperate with the appropriate Separate Contractors in connection with such delivery, unloading, staging and storage of material and equipment. The movement of material, equipment and personnel shall be restricted to those areas and routes within the Project Site as may be designated or approved by the Owner and the Contractor. Any damage caused by such movement shall be repaired by the Subcontractor to the satisfaction of, and at no cost to the Contractor and the Owner.

4.5.4 Once the Owner takes over responsibility for the security of the Project Site, the Subcontractor shall require its employees to comply with the Owner’s security rules and regulations. Insofar as practicable, the Subcontractor shall require all such employees to use access points designated by the Owner to enter and exit the Project Site. The Subcontractor shall require all guests, visitors and invitees to the Project Site to wear any safety equipment that may be necessary to ensure the safety of such guests, visitors and invitees. The Owner, the Contractor and their respective agents, invitees and guests, including without limitation its tenants, prospective tenants, their designers and potential contractors and any Separate Contractors shall be afforded access to the Project Site at all times.

4.5.5 If required by the jurisdiction in which the Project Site is located, the Subcontractor shall hire off-duty, uniformed police officers to control public vehicular traffic, other than the construction traffic,

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during periods of deliveries, construction vehicles entering and leaving the Project Site, and during periods of material off-loading.

4.5.6 The Subcontractor acknowledges that the Owner’s tenants and Separate Contractors will have business and/or construction operations at the Project Site during some or all of the Work. The Subcontractor agrees to permit the quiet enjoyment and unimpeded prosecution of such business and/or construction activities.

4.6 Safety Precautions and Programs

4.6.1 In performing the Work and all other Services under this Agreement, the Subcontractor shall provide for the Owner’s and the Contractor’s approval, and shall observe and comply with all of the terms and conditions of, a site-specific safety plan for the Project, annexed hereto as Exhibit F. The Subcontractor shall require its employees to comply with the provisions of the site-specific safety plan.

4.6.2 The Owner places, and requires the Contractor and its subcontractors to place, the highest importance on health and safety during performance of the Work by the Contractor and its subcontractors. Accordingly, the Subcontractor is required to place and shall place, the highest importance on health and safety during performance of the Work by the Subcontractor and its sub-subcontractors. The Subcontractor shall, at all locations where Work is to be performed, comply with all Applicable Laws regarding health and safety matters. The Subcontractor shall also ensure that all of its employees are made aware of all safety, fire and health requirements and regulations applicable to the Work to be performed pursuant to the Contract Documents.

4.6.3 The Subcontractor shall designate a responsible member of the Subcontractor’s organization at the Project Site whose duty shall be the prevention of accidents and the enforcement of safety codes and regulations. This person shall not be the Subcontractor’s superintendent unless otherwise approved in writing by the Owner and the Contractor.

4.6.4 Without the prior written consent of the Owner and the Contractor, the Subcontractor shall not bring onto the Project Site or use in the Work any Hazardous Materials. If the Subcontractor encounters at the Project Site materials reasonably believed to be Hazardous Materials, which have not been rendered harmless and for which no express provision has previously been made in the Contract Documents, the Subcontractor shall immediately stop Work in the area affected and notify the Contractor of the condition. The Work in the affected area shall be resumed when the Hazardous Materials have been removed or rendered harmless.

4.6.5 The Subcontractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work, including safety of all persons and property during performance of the Work. This requirement shall apply continuously throughout the course of the Work and shall not be limited by normal working hours. The Subcontractor shall take all reasonable precautions and safety measures, including those listed in the Contract Documents, for the safety of, and shall, without limitation, provide protection to prevent damage, injury or loss to:

i. all employees of the Subcontractor and its sub-subcontractors and all other persons who may be affected by the Work;

ii. the Owner’s and the Contractor’s property and all the Work to be incorporated therein, whether in storage on or off the Project Site, under care, custody or control of the Subcontractors or sub-subcontractors;

iii. other property at the Project Site or adjacent thereto, including trees, shrubs, lawns, stairways, passageways, halls, walks, pavements, roadways, structures, systems, equipment and utilities; and

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iv. the Contractor, the Owner, and its Affiliates, tenants, and their respective employees and property, guests, visitors and invitees to the Project Site.

4.6.6 The Subcontractor shall promptly report to the Owner and the Contractor, and promptly, in accordance with the Project Communications Program, remedy, any damage or loss to property caused in whole or in part by the Subcontractor, a sub-subcontractor or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable.

4.6.7 The Subcontractor shall promptly report in writing to the Owner and the Contractor, and in accordance with the Project Communications Program, all accidents whatsoever and any significant or unusual events arising out of, or in connection with the performance of the Work, whether on or adjacent to the Project Site.

4.6.8 The Subcontractor shall not permit to exist a hazardous, unsafe, unhealthy or environmentally unsound condition or activity over which the Subcontractor has control at any location where the Work is to be performed. In the event that the Subcontractor becomes aware of such condition or activity, the Subcontractor shall promptly notify the Contractor and immediately take whatever steps which are necessary to eliminate, terminate, abate and rectify such condition or activity.

4.6.9 If the Owner and/or the Contractor requests that the Subcontractor provide safeguards not currently in use at the Project Site but reasonably considered by the Owner to be necessary, whether or not required by Applicable Laws, and if the Subcontractor fails to provide the requested safeguards within three (3) days after notice thereof, the Contractor may provide the safeguards and backcharge the Subcontractor for the cost thereof. Notwithstanding the foregoing, in the event of an emergency, the Contractor may provide such safeguards without providing the Subcontractor notice thereof, and may backcharge the Subcontractor for the cost thereof. Neither such a request for safeguards nor the provision of such safeguards by the Contractor shall relieve the Subcontractor of its sole responsibility to maintain safe and efficient working conditions at all locations where the Work is to be performed.

4.6.10 In an emergency affecting the safety of persons or property, the Subcontractor shall immediately attempt to contact the Contractor. In the event of such emergency affecting the safety of persons or property, the Subcontractor shall act, at the Subcontractor’s reasonable and prudent discretion and in accordance with Applicable Laws and the site-specific safety plan, to prevent threatened damage, injury or loss, and shall immediately notify the Contractor of the emergency.

4.6.11 Subcontractor’s duty to comply with Applicable Laws in the performance of the Work and otherwise pursuant to this Agreement shall include, without limitation, strict compliance with the Noise Control Code provisions and obligations set forth in Article 41 of the Prime Agreement.

4.7 Permits and Approvals

4.7.1 The Subcontractor shall (a) identify in a written report, in cooperation with the Contractor, the Owner’s Representative and the Design Professional where required, all Permits required for commencement, continuation and completion of construction and occupancy of the Project, and the costs associated with obtaining each of the same, (b) assist in completing the documents and schedules required in connection with any such Permits, and (c) attend and participate in, through its project manager or such other Key Personnel reasonably acceptable to the Owner and the Contractor, all hearings and meetings with Governmental Authorities pertaining to such Permits.

4.7.2 The Subcontractor shall provide a log to the Contractor of, and collect from all sub-subcontractors, all Permits that are required pursuant to the applicable Subcontracts. The Subcontractor shall cause such permits that are required for completion of the Work to be opened and continuously maintained without interruption during the performance of the Work.

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4.7.3 The Subcontractor shall perform the Work and all other Services in compliance with all necessary Permits.

4.8 Construction Means and Methods

4.8.1 The Subcontractor shall be primarily responsible for and have control over construction means, methods, techniques, sequences and procedures for the Work, and for coordinating all portions of the Work under the Contract Documents or otherwise required by good construction industry practice or Applicable Laws. Notwithstanding the generality of the foregoing, the Construction Manager and the Director shall each have the right to reject means and methods proposed by Subcontractor which, in their determination (1) will constitute or create a hazard to the Work, or to persons or property; or (2) will not produce finished Work in accordance with the terms of the Prime Agreement and this Agreement. The Subcontractor understands and acknowledges that although certain construction means, methods, techniques, sequences or procedures necessary to the completion of the Work may be referenced in the Contract Documents, it shall remain primarily responsible for and have control over the construction means, methods, and techniques necessary to comply with such sequences and procedures. The Construction Manager’s and/or CUCF’s review, analysis and/or changes to the means and methods of construction proposed by Subcontractor shall not relieve the Subcontractor of its obligation, liability and responsibility for the means and methods of construction with respect to the Work. The Subcontractor shall review the construction means, methods and techniques specified in the Contract Documents and in this Agreement, and notify the Contractor, the Owner and the Design Professional if Subcontractor objects to any of the means, methods or techniques, or determines that any of the specified means, methods or techniques would deviate from customary and accepted construction practices or violate any warranty.

4.9 General Conditions Work

4.9.1 The Subcontractor shall perform the General Conditions Work in a manner that facilitates the expeditious, safe and economic prosecution of the Work.

4.10 Performance of Work; Correcting Defective Work

4.10.1 The Subcontractor shall observe, monitor, oversee and supervise the Work so that it is performed in accordance with the requirements of the Contract Documents, Applicable Laws and the highest construction industry standards and practices and generally to guard the Owner and the Contractor against defects and deficiencies in the Work, and advise the Contractor Owner and the Design Professional of any such defects or deficiencies.

4.10.2 The Subcontractor shall cause the full, complete and timely performance of all Work in strict accordance with the terms and provisions of this Agreement, the Agreement between the Owner and the Contractor, and all Subcontracts. The Subcontractor shall review the Work done by its sub-subcontractors to determine whether the Work is being performed in accordance with the requirements of the Contract Documents and to guard the Owner and the Contractor against defects and deficiencies in the Work. If, during the progress of the Work, the Subcontractor’s personnel discover work being performed contrary to the Contract Documents or sound construction practices and procedures, the Subcontractor shall reject such Work and promptly notify the Contractor of such, and make recommendations to the Contractor regarding possible methods of correcting such defective or deficient Work. The Subcontractor shall require its sub-subcontractors, in accordance with the requirements of the respective Subcontract, to promptly correct any such defective or non-conforming Work. If the Subcontractor and/or its sub-subcontractors fail to correct such defective or non-conforming Work promptly, then the Subcontractor, at its sole cost and expense, shall correct such Work in an expeditious and economic manner, with its own forces or through other sub-subcontractors.

4.10.3 If and when directed by the Owner and/or the Contractor, the Subcontractor shall and shall require its sub- subcontractor to stop Work or any portion thereof and require special inspection or testing of any Work suspected by the Owner or the Architect or the Contractor not to be in accordance with

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the Contract Documents, whether or not such Work has been fabricated, installed or completed. If, at any time before the completion of all inspections, approvals and the Owner’s and the Contractor’s acceptance of the Work, the Subcontractor (or the Owner or the Contractor) has reasonable cause to believe that any Work is not in accordance with the Contract Documents, the Contractor shall be so advised and the Contractor may direct the Subcontractor to remove or uncover, or cause to be removed or uncovered, any portion of the completed Work. If the uncovered Work is determined not to have been in accordance with the Contract Documents, the removal or uncovering shall be at the Subcontractor’s own cost and expense (subject to use of available contingency monies, if any), otherwise the cost of such removal or uncovering shall be deemed a Cost of the Work and, if applicable, an appropriate Change Order will be issued to account for the cost of such removal or uncovering. After examination, the Subcontractor shall restore (or cause to be restored) the Work to the standard required by the Contract Documents, as directed by the Contractor, which restoration shall be at the Subcontractor’s own cost and expense if the uncovered Work is determined not to have been in accordance with the Contract Documents, otherwise the cost thereof shall be deemed a Cost of the Work and, if applicable, an appropriate Change Order will be issued to account for the cost of such restoration.

4.10.4 The Subcontractor shall monitor the performance by its sub-subcontractors of correction of defective or non-conforming Work, including performance of all guarantees and warranties given by sub-subcontractors or delivered pursuant to the Contract Documents.

4.10.5 If the Subcontractor performs Work, or activities related thereto, knowing or having reason to know of a Design Defect, and fails to so notify the Contractor prior to commencing such performance, the Subcontractor shall be solely responsible for such performance, the correction thereof, and costs, expenses, or damages arising therefrom.

4.11 Separate Contractors

4.11.1 Upon the Contractor’s request, the Subcontractor shall review some or all of the terms and conditions of the contract between the Owner and Separate Contractors and the definition of scope of work for such contract to ensure that the interface between the Work and the work of the Separate Contractors is well and properly defined and that provisions contained therein fulfill the requirements for a coordinated and cooperative performance of work at the Project Site by all parties, including, but not limited to the Subcontractor and the Subcontractor’s sub-subcontractors, without any gap or overlap in such performance. Within three (3) days of such request by the Contractor, the Subcontractor shall provide its written comments on such contract to the Contractor. If requested by the Contractor, the Subcontractor shall meet with the Contractor, the Owner or the Separate Contractor (or prospective Separate Contractor) to review and resolve any issues with respect to the interface between the Work and the work of such Separate Contractor.

4.11.2 The Subcontractor shall coordinate the Work with the work of Separate Contractors, including but not limited to delivery, offloading, storage, protection, hoisting and distribution of equipment and materials on the Project Site, in order to facilitate the timely, efficient and safe completion of the Work and the work of the Separate Contractors, which coordination shall afford such Separate Contractors reasonable opportunity for the installation, execution and storage of their respective work and materials, and shall otherwise be performed in such manner as the Owner and/or the Contractor may direct. The Subcontractor shall cooperate in good faith with the Separate Contractors in order for all contractors working on the Project to have the opportunity to complete their work on a timely, cost effective and safe basis. In addition, the Subcontractor shall cooperate with any prospective Separate Contractors in affording access to and information about the Project.

4.11.3 The Subcontractor shall perform all preparation of the Work required in order to receive the work of Separate Contractors and shall advise such Separate Contractors of any such preparation. The Subcontractor shall advise Separate Contractors of any preparation of their work required in order to receive the Work, and shall provide such Separate Contractors in a timely manner with location and scheduling plans and items to be built into their work.

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4.11.4 If the Subcontractor or any of its sub-subcontractors or anyone for whom they may be liable or responsible cause damage to the Work or property of the Contractor, the Owner or the Separate Contractors, or to other work on the Project Site or the Project Site itself, the Subcontractor shall promptly remedy such damage at its sole cost and expense.

4.12 Shop Drawings, Samples and Product Data

4.12.1 By approving and submitting Submittals, the Subcontractor represents that it has determined and verified all materials, field measurements, and field construction criteria related thereto, or will do so, and that it has checked and coordinated the information contained within such Submittals with the requirements of the Work and of the Contract Documents.

4.12.2 Subcontractor shall be responsible for the accuracy and conformity of its Submittals to all contract documents.

4.12.3 Incomplete Submittals or Submittals containing excessive errors will be returned unchecked and any delay caused thereby will be the responsibility of the Subcontractor.

4.12.4 Subcontractor shall prepare and deliver its Submittals to the Contractor in a manner consistent with the Project Schedule and in such time and sequence so as not to delay the Contractor or others in the performance o the Work. The Subcontractor shall allow not less than three (3) days for Submittal review by the Design Professional and such period of review shall not be a basis for any claim of delay in the progress of the Work.

4.12.5 Approval of any Submittal by Subcontractor shall not constitute an authorization of any deviation, substitution or change in the requirements of any documents unless express and specific written approval thereof is obtained from the Contractor and CUCF authorizing same.

4.13 Project Meetings

4.13.1 The Subcontractor shall schedule, organize and conduct meetings related to the Work at the Project Site or such other location as the Owner and/or the Contractor may direct, with the Contractor, Owner, the Design Professional and the applicable Subcontractors and Separate Contractors, as often as necessary but no less frequently than weekly, or as otherwise requested by the Owner and/or the Contractor. The Subcontractor shall prepare minutes of each such meeting for the Contractor’s and the Owner’s review, and upon the Owner’s and the Contractor’s approval, promptly furnish the same to all parties invited to attend such meeting.

4.14 Meetings

4.14.1 At the Owner’s and/or the Contractor’s request, the Subcontractor shall attend, through one or more of its Project personnel, all meetings related to the Project’s design and approval. At the Owner’s and/or Contractor’s request, the Subcontractor shall attend meetings or public hearings relating to the Project. The Subcontractor shall review all meeting minutes for accuracy and provide written clarification to the Contractor, the Owner and other designated parties, when necessary. To the extent requested by the Owner and/or the Contractor, the Subcontractor shall prepare minutes of any meetings that the Subcontractor attends.

4.15 Compliance with Future Agreements

4.15.1 Excepting any agreements, provisions and requirements set forth in the Contract Documents, the Owner and/or the Contractor may, at its election, deliver to the Subcontractor the provisions that govern or otherwise pertain to the Project of any one or more agreements or instruments in respect of the Project. Subcontractor shall perform the Work and all other Services in compliance with any such provisions as advised by

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the Owner and/or the Contractor, and assist and cooperate with the Owner and the Contractor, upon the Owner’s and/or the Contractor’s request, in connection with the obligations of the Owner and/or the Contractor under such agreements that pertain to the Project. In the event that compliance with the terms of any such future agreements require an increase in the scope of the Work which is neither inferable from nor implied by the Drawings and Specifications, or a material increase in the Subcontractor’s liability under this Agreement, the same shall be deemed to constitute a Scope Change under this Agreement.

4.16 Compliance with Law

4.16.1 The Subcontractor shall perform the Work and all other Services in compliance with, and ensure that the performance of the Work conforms to, the requirements of all Applicable Laws and Governmental Authorities.

4.17 Interpretation of Contract Documents

4.17.1 The Subcontractor shall assist the Owner, the Contractor, the Owner’s Representative and the Design Professional when any Subcontractor requests interpretations of the Contract Documents, promptly give notice to the Contractor, the Owner and the Design Professional of any dispute, claim or potential claim which may arise during construction of the Project, assist in the resolution of any such dispute or claim in accordance with the Owner’s and/or the Contractor’s directions and make recommendations regarding settlement of such disputes and claims. In the event that any dispute arises between the Contractor and the Subcontractor or its sub-subcontractors or any Subcontractor and the Design Professional in connection with the Drawings or the Specifications, the interpretation of the Design Professional shall be binding, to the extent that such interpretation is consistent with, and reasonably inferable from, the Contract Documents.

4.17.2 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings.

4.18 Labor; Labor Relations; Requirements of Labor Law

4.18.1 The Subcontractor shall review the availability of all appropriate categories of labor for all phases of the Work and make recommendations for actions designed to minimize adverse effects of potential labor shortages.

4.18.2 The Subcontractor shall use all reasonable efforts to maintain good relations with labor unions as well as minority and other related interest groups to maintain peaceful labor relations and a trouble-free job site for the duration of the Work and advise the Owner and the Contractor of any anticipated problems in connection therewith. The Subcontractor shall make recommendations and render assistance to the Owner and/or the Contractor regarding labor disputes and jurisdictional disputes and advise the Owner and the Contractor regarding means and methods to avoid same, and, at the Owner’s and/or the Contractor’s direction, implement such means and methods. To the extent, if any, that the Owner and/or the Contractor chooses to give the Subcontractor directions regarding labor relations or any problems or disputes in connection therewith, the Subcontractor shall abide by such directions.

4.18.3 The Subcontractor shall select (and when applicable shall require its sub-subcontractors to so select) means and methods for completing the Work that, to the greatest extent possible, minimizes and avoids any added and unnecessary General Conditions Costs attributable to labor union or organization requirements. For example, and without limiting the generality of the foregoing, where it is possible to accomplish the work without “add-on” personnel such as “teamsters”, labor foremen, elevator operators, master mechanics, etc., the Subcontractor and its sub-subcontractors shall be responsible for performing the Work without incurring any such avoidable costs.

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4.18.4 Subcontractor shall not employ labor or means or use materials which may cause strikes or other labor disharmony, disputes or trouble with workmen employed by Contractor or other contractors, subcontractors or persons on any work in connection with the Project and shall conform to the labor policies of Contractor. Subcontractor shall immediately replace any workers reasonably objectionable to the contractor. Subcontractor agrees to save Contractor harmless from all loss and damages resulting from labor troubles or disputes occasioned by the labor or means or methods or materials employed by Subcontractor on the Project. The failure of Subcontractor to employ labor, or furnish material agreeable to Contractor and other trades employed on the Project shall be a ground for terminating this Agreement. Whenever an actual or potential labor dispute delays or threatens to delay the performance of the Work, the Subcontractor shall immediately give written notice thereof to Contractor. Such notice shall be confirmed in writing and shall contain all information relevant to the dispute. Subcontractor shall promptly forward to Contractor and Owner copies of all communications pertaining in any way to Subcontractor’s alleged or admitted failure to pay sums properly due to any union and/or local thereof.

4.19 Labor Law Compliance: Subcontractor shall strictly comply and shall take appropriate action to ensure strict compliance by its sub-subcontractors, of whatever tier, with the Labor Law. Such compliance is a material term of this Agreement. Subcontractor shall include the provisions of Article 4.19 in all its subcontracts for construction Work for the Project.

4.19.1 Subcontractor specifically agrees, as required by Labor Law Sections 220 and 220-d, as amended, that:

4.19.1.1 Hours of Work: No laborer, worker, or mechanic in the employ of Subcontractor or any other person doing or contracting to do the whole or a part of the Work contemplated by this Agreement shall be permitted or required to work more than eight (8) hours in any one (1) calendar day, or more than five (5) days in any one (1) week, except as provided in the Labor Law and in cases of extraordinary emergency including fire, flood, or danger to life or property, or in the case of national emergency when so proclaimed by the President of the United States of America.

4.19.1.2 In situations in which there are not sufficient laborers, workers and mechanics who may be employed to carry on expeditiously the Work contemplated by this Agreement as a result of such restrictions upon the number of hours and days of labor, and the immediate commencement or prosecution or completion without undue delay of the Work is necessary for the preservation of the Site and/or for the protection of the life and limb of the persons using the same, such laborers, workers, and mechanics shall be permitted or required to work more than eight (8) hours in any one (1) day; or five (5) days in any one (1) week; provided, however, that upon application of any contractor, the Director shall have first certified to the Director of Labor of the State of New York (hereinafter "Director of Labor") that such public Work is of an important nature and that a delay in carrying it to completion would result in serious disadvantage to the public; and provided, further, that such Director of Labor shall have determined that such an emergency does in fact exist as provided in Labor Law Section 220.2.

4.19.1.3 Failure of the Director to make such a certification to the Director of Labor shall not entitle Subcontractor to damages for delay or for any cause whatsoever.

4.19.1.4 Prevailing Rate of Wages: The wages to be paid for a legal day's work to laborers, workers, or mechanics employed upon the Work contemplated by this Agreement or upon any materials to be used thereon shall not be less than the "prevailing rate of wage" as defined in Labor Law Section 220, and as fixed by the Comptroller in the Schedule of Wage Rates attached to the Prime Agreement and in updated schedules thereof. The prevailing wage rates and supplemental benefits to be paid are those in effect at the time the Work is being performed.

4.19.1.5 Requests for interpretation or correction in the Information for Bidders include all requests for clarification of the classification of trades to be employed in the performance of the Work under this Agreement. In the event that a trade not listed in the Agreement is in fact employed during the performance of this Agreement, Subcontractor shall be required to obtain from the Agency the prevailing wage rates and supplementary benefits for the trades used and to complete the performance of this Agreement at the price at which the Agreement

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was awarded.

4.19.1.6 Minimum Wages: Except for employees whose wage is required to be fixed pursuant to Labor Law Section 220, all persons employed by Subcontractor and any sub-subcontractor, of whatever tier, in the manufacture or furnishing of the supplies, materials, or equipment, or the furnishing of work, labor, or services, used in the performance of this Agreement, shall be paid, without subsequent deduction or rebate unless expressly authorized by Law, not less than the sum mandated by Law. Minimum wages shall be the rates fixed by Federal Law and regulations.

4.19.2 Working Conditions: No part of the Work, labor, or services shall be performed or rendered by Subcontractor in any plants, factories, buildings, or surroundings or under working conditions which are unsanitary or hazardous or dangerous to the health and safety of employees engaged in the performance of this Agreement. Compliance with the safety, sanitary and factory inspection Laws of the state in which the Work is to be performed shall be prima facie evidence of compliance with this article.

4.19.3 Prevailing Wage Enforcement: Subcontractor agrees to pay for all costs incurred by the Construction Manager and/or CUCF in enforcing prevailing wage requirements, including the cost of any investigation conducted by or on behalf of the Construction Manager, the Agency or the Comptroller, where the Construction Manager or CUCF discovers a failure to comply with any of the requirements of this Article 4.19 by Subcontractor. Subcontractor also agrees, that should it fail or refuse to pay for any such investigation, the Construction Manager is hereby authorized to deduct from Subcontractor 's account an amount equal to the cost of such investigation.

4.19.3.1 The Labor Law Sections 220 and Section 220-d, as amended, provide that this Agreement shall be forfeited and no sum paid for any Work done hereunder on a second conviction for willfully paying less than:

(a) The stipulated wage scale as provided in Labor Law Section 220, as amended, or

(b) Less than the stipulated minimum hourly wage scale as provided in Labor Law Section 220-d, as amended.

4.19.3.2 For any breach of violation of either Working Conditions and Minimum Wage, the party responsible therefor shall be liable for liquidated damages, which may be withheld from any amounts due on any contracts with the Construction Manager and/or CUCF of such party responsible, or may be recovered in suits brought by counsel in the name of the Construction Manager and/or CUCF, in addition to damage for any other breach of this Agreement, a sum equal to the amount of any underpayment of wages due to any employee engaged in the performance of this Agreement. In addition, the Director shall have the right to cancel contracts and enter into other contracts for the completion of the original Agreement, with or without public letting, and the Subcontractor shall be liable for any additional costs incurred in connection therewith or arising therefrom. All sums withheld or recovered as deductions, rebates, refunds, or underpayment of wages hereunder, shall be held in a special deposit account and shall be paid without interest, on order of the Comptroller, directly to the employees who have been paid less than minimum rates of pay as set forth herein and on whose account such sums were withheld or recovered, provided that no claims by employees for such payments shall be entertained unless made within two (2) years from the date of actual notice to Subcontractor of the withholding or recovery of such sums by CUCF or the Construction Manager.

4.19.3.3 A determination by the Comptroller that Subcontractor and/or its sub-subcontractors, of whatever tier, willfully violated Labor Law Section 220 will be forwarded to the appropriate District Attorneys for review.

4.19.3.4 Subcontractor's noncompliance with this article and Labor Law Section 220 may result in an unsatisfactory performance evaluation and the Comptroller may also find and determine that Subcontractor willfully violated the New York Labor Law.

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(a) An unsatisfactory performance evaluation for noncompliance with this article may result in a determination that Subcontractor is a non-responsible bidder/proposer on subsequent procurements with CUCF or any other public owner and thus a rejection of a future award of a contract with CUCF, as well as any other sanctions provided for by Law.

(b) Labor Law Section 220-b, as amended, provides that when two (2) final determinations have been rendered against a contractor within any consecutive six (6) year period determining that such contractor has willfully failed to pay the prevailing rate of wages or to provide supplements in accordance with the Labor Law and this article, whether such failures were concurrent or consecutive and whether or not such final determinations concerning separate public work projects are rendered simultaneously, such contractor shall be ineligible to submit a bid on or be awarded any public work contract with CUCF for a period of five (5) years from the second final determination. If the final determination involves the falsification of payroll records or the kickback of wages or supplements, such contractor shall be ineligible to submit a bid on or be awarded any public work contract with CUCF for a period of five (5) years from the first final determination.

(c) Labor Law Section 220, as amended, provides that a contractor found to have violated this article may be directed to make payment of wages or supplements including interest found to be due, and such contractor may be directed to make payment of a further sum as a civil penalty in an amount not exceeding twenty-five (25%) percent of the total amount found to be due.

4.19.4 Subcontractor and each of its sub-subcontractors of whatever tier shall within ten (10) Days after mailing of a Notice of Award or written order, post in prominent and conspicuous places in each and every plant, factory, building, and structure where employees of Subcontractor and its sub-subcontractors engaged in the performance of this Agreement are employed, notices furnished by CUCF, in relation to prevailing wages and supplements, minimum wages and other stipulations contained in Section 220 of the Labor Law, and Subcontractor and its sub-subcontractors shall continue to keep such notices posted in such prominent and conspicuous places until Final Acceptance of the supplies, materials, equipment, or Work, labor, or services required to be furnished or rendered under this Agreement.

4.19.5 Subcontractor shall comply strictly with all of the provisions of Articles 4.19.5.1 through 4.19.5.4, and provide for all workers, laborers, and mechanics in its employ, the following:

4.19.5.1 Daily Site Sign-in Sheets: Maintain daily Site sign-in sheets, and require that its sub-subcontractors, of whatever tier, maintain daily Site sign-in sheets for their employees, which include blank spaces for an employee's name to be both printed and signed, job title, date started and Social Security number, the time the employee began work and the time the employee left work, until Final Acceptance of the supplies, materials, equipment, or work, labor, or services to be furnished or rendered under this Agreement unless exception is granted by the Comptroller upon application by the Agency. In the alternative, subject to the approval of the Director, Subcontractor may maintain an electronic or biometric sign-in system, which provides the information required by this Article 4.19.5.1; and

4.19.5.2 Individual Employee Information Notices: Distribute a notice, to each worker, laborer or mechanic employed under this Agreement, in a form provided by the Agency, that this Project is a public work project on which each worker, laborer or mechanic is entitled to receive the prevailing wage and supplements for the occupation at which he or she is working. Worker, laborer, or mechanic includes employees of Subcontractor and all sub-subcontractors and all employees of suppliers entering the Site. Such notice shall be distributed to each worker before he or she starts performing any Work of this Agreement and with the first paycheck after July first of each year. At the time of distribution, Subcontractor shall have each worker, laborer or mechanic sign a statement, in a form provided by the Director, certifying that the worker has received the notice required by this article, which signed statement shall be maintained with the payroll records required by this Agreement; and

(a) Subcontractor and each sub-subcontractor shall notify each worker, laborer, or mechanic employed under this Agreement in writing of the prevailing rate of wage for their particular job classification. Such notification shall be given to every worker, laborer and mechanic on their first pay stub and with every pay stub thereafter; and

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4.19.5.3 Site Laminated Identification Badges: Provide laminated identification badges which indicate the worker's, laborer's or mechanic's name, trade, employer's name and employment starting date (month/day/year). Further, require as a condition of employment on the Site, that each and every worker, laborer or mechanic wear the laminated identification badge at all times and that it may be seen by any representative of the Construction Manager and of CUCF; and

4.19.5.4 Language Other Than English Used On Site: Provide the Contracting Officer notice when three (3) or more employees (worker and/or laborer and/or mechanic) on the Site, at any time, speak a language other than English. The Contracting Officer will then provide Subcontractor such notices as may be required. Subcontractor is responsible for all distributions under Article 4.19; and

4.19.5.5 Provision of Records: Subcontractor and each sub-subcontractor shall produce within five (5) days on the Site of the Work and upon a written order of the Director, the Director’s Representative, the Contracting Officer, the Construction Manager or the Comptroller, such records as are required to be kept by this Article 4.19.5; and

4.19.5.6 If this Agreement is for an amount greater than $1,000,000, checks issued by Subcontractor to covered employees shall be generated by a payroll service or automated payroll system (an in-house system may be used if approved by the Agency). For any subcontract for an amount greater than $750,000, checks issued by a sub-subcontractor to covered employees shall be generated by a payroll service or automated payroll system (an in-house system may be used if approved by the Agency); and

4.19.5.7 The failure of Subcontractor or its sub-subcontractor(s) to comply with the provisions of Articles 4.19.5.1 through 4.19.5.6 may result in the Director and/or the Construction Manager declaring Subcontractor or its sub-subcontractor(s) in default and/or the withholding of payments otherwise due under the Agreement.

4.19.6 Subcontractor and its sub-subcontractors of whatever tier shall keep such employment and payroll records as are required by Section 220 of the Labor Law.

4.19.7 At the time Subcontractor makes application for each partial payment and for final payment, Subcontractor shall submit to the Construction Manager a written payroll certification, in the form provided by the Prime Agreement, of compliance with the prevailing wage, minimum wage and other provisions and stipulations required by Labor Law Section 220. This certification of compliance with the provisions of this article shall be a condition precedent to payment and no payment shall be made to Subcontractor unless and until each such certification shall have been submitted to and received by the Construction Manager and the Director.

4.19.8 This Agreement is executed by Subcontractor with the express warranty and representation that Subcontractor is not disqualified under the provisions of Section 220 of the Labor Law for the award of the Agreement.

4.19.9 Any breach or violation of any of the foregoing shall be deemed a breach or violation of a material provision of this Agreement, and grounds for cancellation thereof by the Construction Manager and/or by CUCF.

4.20 Regulatory Submissions and Governmental Hearings

4.20.1 The Subcontractor shall assist in completing the relevant documents and schedules for any regulatory submissions required for any local, state or federal agency approvals. The Subcontractor shall attend and participate in, through its project manager or such other Key Personnel reasonably acceptable to the Owner and the Contractor, all hearings as required by the Owner and/or the Contractor, including those concerning violations issued by any Governmental Authorities.

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4.21 Project Labor Agreement:

4.21.1 Subcontractor acknowledges that CUCF intends to direct the Construction Manager to enter into a project labor agreement (“PLA”), as described in New York Labor Law Section 222, and that the Construction Manager has or will enter into a PLA with respect to the Project. Subcontractor agrees that the PLA shall govern the relationship among CUCF, the Construction Manager, Subcontractor and labor with respect to the Work, and, accordingly, Subcontractor shall execute the PLA, when, as and in the form and substance executed by the Construction Manager. Subcontractor executing the PLA is and shall be a condition precedent to the performance of any Work and payment to Subcontractor. Subcontractor shall not perform any Work or be entitled to any payment and Construction Manager shall not be required to make any payment hereunder until and unless Subcontractor shall execute the PLA and deliver executed copies thereof to the Construction Manager. Subcontractor shall require its sub-subcontractors and suppliers of whatever tier to execute the PLA or, if permitted thereunder, a Letter of Assent in the form and substance provided for in the PLA, prior to the performance of any labor or the provision of any services or materials to the Project, and shall also require such sub-subcontractors to include a requirement in any agreement with their respective lower tier subcontractors and suppliers become signatory to and bound by the PLA, either directly or, if permitted under the PLA, by executing a Letter of Assent in the form and substance provided for in the PLA. Subcontractor shall not, under any circumstances, further subcontract any Project Work to a person, firm or corporation that is not or does not agree to become party to the PLA. The PLA, including without limitation the provisions of Article 7 thereof, shall apply to all Work of Subcontractor, including its sub-subcontractors and suppliers of whatever tier, with respect to the Project.

4.21.2 Construction Manager shall be an intended third-party beneficiary of Subcontractor’s obligations under the PLA, all of which are hereby incorporated herein by reference. A breach by Subcontractor of the terms and conditions of the PLA shall be deemed for all purposes a breach of this Agreement, and shall entitle Construction Manager to the remedies set forth herein in addition to any remedies set forth in the PLA, including but not limited to Construction Manager’s rights pursuant to Section 15.16 of this Rider.

4.21.3 Subcontractor agrees, for itself and on behalf of its sub-subcontractors and suppliers of whatever tier, to set aside and pay all benefits due or to become due to any Fund (as defined in the PLA). In the event that Subcontractor shall receive a delinquency notice from any Local or Union pursuant to or in accordance with the PLA, Subcontractor shall promptly forward a copy of such notice to Construction Manager. Subcontractor shall also require its sub-subcontractors and suppliers, of whatever tier, to promptly furnish copies of any such delinquency notice to the Construction Manager. Subcontractor agrees, for itself and for its sub-subcontractors and suppliers, of whatever tier, that in the event of any delinquency in the payment of employee benefits, in accordance with Article 11 of the PLA, Construction Manager shall withhold from any outstanding monies due to Subcontractor such amounts as the Fund or Union claim are due and may retain such amount for the benefit of the Fund upon submission of a Delinquency Notice pursuant to Article 11 of the PLA. Subcontractor further agrees that in such event the Construction Manager may also withhold from any amounts due Subcontractor such additional amounts as Construction Manager, in its sole but reasonable discretion, believes appropriate or necessary to cover all costs, damages, claims or expenses, including attorneys’ fees and related expenses, as may be incurred by Construction Manager and arising from or in connection with such Delinquency Notice.

4.21.4 Subcontractor specifically agrees that if Construction Manager, Subcontractor or any Union (as that term is defined in the PLA) alleges a violation of Section 1 of Article 7 of the PLA, any of them may utilize the expedited procedure set forth in this paragraph 4.21.4 in lieu of, or in addition to, any actions at law or equity that may be brought. A party invoking this procedure shall notify J.J. Pierson or Richard Adelman, who shall alternate (beginning with Arbitrator J.J. Pierson) as Arbitrator under this expedited arbitration procedure. If the Arbitrator next on the list is not available to hear the matter within 24 hours of notice, the next Arbitrator on the list shall be called. Copies of such notification will be simultaneously sent to the alleged violator and the Council. The Arbitrator shall thereupon, after notice as to time and place to the Subcontractor, the Local Union involved, the Council and the Construction Manager, hold a hearing within 48 hours of receipt of the notice invoking the procedure if it is contended that the

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violation still exists. The hearing will not, however, be scheduled for less than 24 hours after the notice required by Article 7, Section 3, of the PLA. All notices pursuant to this paragraph may be provided by telephone, telegraph, e-mail, hand delivery, or fax, confirmed by overnight delivery, to the Arbitrator, Construction Manager, Subcontractor and Local Union involved. The hearing may be held on any day including Saturdays or Sundays. The hearing shall be completed in one session, which shall not exceed 8 hours duration (no more than 4 hours being allowed to either side to present their case, and conduct their cross examination) unless otherwise agreed. A failure of any Union or of the Construction Manager or Subcontractor to attend the hearing shall not delay the hearing of evidence by those present or the issuance of an award by the Arbitrator. The sole issue at such hearing shall be whether a violation of Article 7, Section 1 of the PLA occurred. If a violation is found to have occurred, the Arbitrator shall issue a Cease and Desist Award restraining such violation and serve copies on the Subcontractor and Union involved. The Arbitrator shall have no authority to consider any matter in justification, explanation or mitigation of such violation or to award damages (any damages issue is reserved solely for court proceedings, if any.) The Award shall be issued in writing within 3 hours after the close of the hearing, and may be issued without an Opinion. If any involved party desires an Opinion, one shall be issued within 15 calendar days, but its issuance shall not delay compliance with, or enforcement of, the Award. The Owner and Construction Manager (or such other designee of the Owner) may participate in full in all proceedings under this paragraph 4.21.4. An Award issued under this procedure may be enforced by any court of competent jurisdiction upon the filing of the PLA together with the Award. Notice of the filing of such enforcement proceedings shall be given to the Union or Subcontractor involved, and the Construction Manager. Any rights created by statute or law governing arbitration proceedings which are inconsistent with the procedure set forth in this paragraph 4.21.4, or which interfere with compliance thereto, are hereby waived by the Subcontractor. The fees and expenses of the Arbitrator shall be equally divided between the involved parties. For purposes of this paragraph 4.21.4, all capitalized terms not defined in this Rider shall have the meaning set forth in the PLA. Procedures contained in Article 9 of the PLA shall not be applicable to any alleged violation of Article 7 of the PLA, with the single exception that an employee discharged for violation of Section 1 of Article 7 of the PLA may have recourse to the procedures of Article 9 therein to determine only if the employee did, in fact, violate the provisions of Section 1 of Article 7; but not for the purpose of modifying the discipline imposed where a violation is found to have occurred.

4.21.5 Except as set forth in paragraph 4.21.4, above, any question, dispute or claim arising out of, or involving the interpretation or application of, the PLA (other than jurisdictional disputes or alleged violations of Article 7, Section 1 of the PLA) shall be considered a “grievance” and shall be resolved pursuant to the exclusive procedure described in Article 9 of the PLA, provided, in all cases, that the question, dispute or claim arises during the term of the PLA. Accordingly, and only to the limited extent set forth in this paragraph 4.21.5 and in Article 9 of the PLA, Subcontractor hereby consents, and shall require its sub-subcontractors and suppliers of whatever tier to consent, to the procedures, including arbitration, set forth in Article 9 of the PLA. Notwithstanding the foregoing, the procedures set forth in Article 9 of the PLA shall not apply to any question, claim or dispute other than those which are explicitly set forth therein. Any other question, claim or dispute shall be determined in accordance with the dispute resolution provisions set forth in this Rider.

4.22 Legal Proceedings

4.22.1 Subcontractor shall assist and cooperate with the Owner and/or the Contractor in any legal actions or proceedings that may arise out of or relate to the Work, including appearances and testimony, as reasonably necessary. Notwithstanding the foregoing, and without limiting any other provision in this Agreement, the Subcontractor acknowledges that the resolution and/or satisfaction of any violations issued by any Governmental Authority shall be the sole responsibility (and at the sole expense) of the Subcontractor.

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ARTICLE 5 - REPORTING REQUIREMENTS

5.1 General

5.1.1 The Subcontractor shall prepare and maintain an on-site record keeping system, including daily logs of all Changes in the Work, revisions to the Project Schedule, daily manpower and trade breakdowns, shop drawing logs, material lists and monthly job-progress reports. In addition, the Subcontractor shall provide and utilize project management software acceptable to the Owner and the Contractor to upload and manage all Project-related documents and correspondence. Copies of all correspondence pertaining to the Work shall be maintained by the Subcontractor and made available at all reasonable times to the Owner and the Contractor. The Subcontractor shall provide to the Owner and the Contractor copies of all correspondence related to the Work or the Project that was sent by or to the Subcontractor.

5.2 Daily Report

5.2.1 The Subcontractor’s superintendent shall daily submit a Daily Report specifically detailing activities of the Subcontractor; ongoing trade work performed; daily and cumulative summaries of materials-in-place; names of all on-site companies performing Work as a Subcontractor, sub-subcontractor or supplier, including the Subcontractor; individual man counts by company, accident notification, job site inspections by testing agencies or outside regulating agencies, description of weather problems encountered and deficiencies noted, and a one-day look-ahead schedule containing a concise statement of the portions of the Work planned for the following work day.

5.3 Weekly Report

5.3.1 The Subcontractor shall record the progress of the Work and submit Weekly Reports, along with the minutes of weekly Project Meetings prepared pursuant to Section 4.14.1 to the Owner, each of which shall include the following:

a. Status of Submittals made by the Subcontractor and its sub-subcontractors and under review by the Design Professional.

b. A listing of all outstanding requests by the Subcontractor and its sub-subcontractors or Subcontractors to the Design Professional for information or interpretations of the Construction Documents (also referred to as “RFI’s”).

c. Logs of all approved, pending and potential Change Orders.

d. A two-week look-ahead schedule reflecting the portions of the Work to be performed and Submittals to be submitted in the upcoming two week period.

5.4 Monthly Report

5.4.1 The Subcontractor shall submit Monthly Reports to the Owner and the Contractor, each of which shall include the following:

a. a concise statement of the outlook for meeting scheduled dates;

b. an indication of the change in outlook from previous Monthly Reports and reasons for the change;

c. a concise statement of significant progress on major items of Work during the report period;

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d. an itemized statement of the amount paid during the reporting period, and the aggregate amount paid to date, by the Subcontractor to each of its sub-subcontractor under their respective Sub-subcontract, the then current Sub-sub contract price under each Sub-subcontract (i.e., the original price as the same may have been adjusted, from time to time, by change orders or otherwise), and the retainage then held by the Subcontractor under each Sub-subcontract (which statement shall be provided for informational purposes only and shall not be construed to waive, modify or otherwise affect in any way the rights or obligations of the Contractor or the Subcontractor under this Agreement);

e. a description of problem areas;

f. current and anticipated delaying factors and their impact;

g. explanation of corrective action taken or proposed if required;

h. additional remarks necessary to further clarify the report;

i. a detailed report on the Cost of the Work to date and the projected Cost of Work at Final Completion of the Project, including a breakdown for each trade of the Sub-subcontract amount, pending Change Orders and other anticipated or projected costs, approved Change Orders, Work completed to date, payments to date, retention amounts, and payment this period;

j. monthly and accumulated tabulations of manpower expended and work-in-place for each major trade;

k. monthly and accumulated cash flow, and projections for the Cost of the Work and the Base Fee showing expected draw-downs through to Project completion, including a projected manpower and cash flow report for the duration of the Project that is correlated to the Project Schedule;

l. current status of the Project Schedule (updated to show to-date progress) and schedule reconciliation narrative identifying all deviations from the Project Schedule, reasons for said deviation, and schedule recovery or mitigation programs where appropriate, including specific efforts being put forth to correct any loss of time or delay and containing a one-month look-ahead schedule reflecting the portions of the Work to be performed in the upcoming month;

m. the current status of the procurement plan and purchasing schedule;

n. status of material procurement and fabrication;

o. a detailed listing (including original issue date and most current revision) of all Drawings and Specifications received by the Subcontractor to date, with those revised during the month noted;

p. a detailed listing of all sketches and clarifications received by the Subcontractor to date, which are in effect and being implemented in the field;

q. complete status of the Submittals, engineering and coordination of the Work; and

r. a list of major items of incomplete or deficient work by the Subcontractor and its sub-subcontractors for each Sub-subcontractor and a summary of all Punch Lists.

5.4.2 Three (3) copies of the Monthly Report shall be provided by Subcontractor to the Contractor on or before the fifth (5th) day of each calendar month until Final Completion of the Project.

5.4.3 The Monthly Report shall be authored, and its accuracy certified by, the Subcontractor’s Project Executive.

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ARTICLE 6 - CHANGES IN THE WORK

6.1 Changes by the Owner

6.1.1 The Subcontractor acknowledges and agrees that the Contractor shall have the right, without nullifying any portion of the Contract Documents, to make numerous Changes. The Subcontractor acknowledges and agrees that the volume and/or extent of Changes ordered by the Contractor may be substantial and that the Subcontractor shall make no claims for additional compensation based solely on the number or extent of the Changes. The review of a proposed Change or Changes by the Subcontractor and any Sub-subcontractor, regardless of the number of such reviews, is included in the Subcontractor’s Base Fee and the payments to Subcontractor under this Agreement, and shall not be included as an additional cost to the Contractor on any Change Order.

6.1.2 Changes may be initiated by the Contractor submitting to the Subcontractor a Change Order Request setting forth in detail the nature of the Change. Within three (3) days after receipt of a Change Order Request, the Subcontractor shall furnish to the Contractor a Change Order Proposal. Each Change Order Proposal shall include (a) a detailed estimate (on a drawing-by-drawing basis) prepared by the Subcontractor of the projected costs relating to such Change, (b) a detailed estimate of such costs (on a drawing-by-drawing basis), and (c) a reconciliation of the two estimates. Time and material Change Orders shall be documented on a day-to-day basis within forty-eight (48) hours after covered Work is accomplished. If a Change Order Proposal is not delivered to the Contractor within such three (3) day period, the Subcontractor shall be deemed to have waived its right to make any claim for an extension of any Milestone Event or adjustment to the Subcontract Sum in connection with the Changes which are the subject of said Change Order Proposal or to recover the costs of such Changes. When a schedule of unit prices for additions to or deletions from the Work is made a part of this Agreement, and the Change Order Proposal contains unit pricing, such unit pricing shall conform to such schedule of unit prices. If the Change Order Proposal is in accordance with this Agreement and acceptable to the Contractor, a Change Order (as hereinafter defined) will be executed promptly by the Contractor and the Subcontractor.

6.1.3 If this Agreement provides for an adjustment to the Subcontract Sum or Milestone Events resulting from a Change but, within three (3) days after the issuance of the Change Order Proposal requesting any such adjustment, the Contractor and Subcontractor are unable to agree upon a Change Order with respect to such adjustments, the Contractor nevertheless shall have the right to issue a Directed Change Order directing the Subcontractor to proceed with the Work constituting such Change and, if applicable, providing for any adjustment in the Subcontract Sum or Milestone Events resulting from such Change. Any such adjustment in (a) the Subcontract Sum shall, at the Contractor’s election, equal either (i) the respective amounts therefor set forth in said Directed Change Order or (ii) the actual net increase or decrease in the costs attributable to such Change (in which latter case, such adjustments shall be determined and set forth in writing by the Contractor and the Subcontractor within fourteen (14) days after completion of that portion of the Work constituting such Change), or (b) the Milestone Events, if applicable, shall, at the Contractor’s election, equal the period of time set forth in said Directed Change Order or, if no period is set forth therein, then the period of time, if any, fairly attributable, in the aggregate, to such Change which can be shown to have impacted the Milestone Events. Upon the Subcontractor’s receipt of a Directed Change Order, the Subcontractor shall proceed with the Work constituting the Change provided for therein, promptly after such receipt or as otherwise may be required in said Directed Change Order. If the Subcontractor fails to object to a Directed Change Order or any portion thereof within seven (7) days after the Subcontractor’s receipt of same, then the Subcontractor shall thereby be deemed to have (x) waived any right to object to any adjustments in the Subcontract Sum or Milestone Events provided for in such Directed Change Order or portion thereof, (y) agreed to any such adjustment, and (z) acknowledged that such adjustments, if any, shall constitute the complete and final consideration for all costs, claims, delays or damages incurred by the Subcontractor as a consequence of the Change provided for in such Directed Change Order or portion thereof; in such event, such Directed Change Order or portion thereof shall thereupon be deemed to constitute a Change Order for all purposes under this Agreement.

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6.1.4 Subcontractor will be permitted an allowance of ten percent (10%) for overhead and profit on labor performed by its own forces and its own material purchases and five percent (5%) for overhead and profit on work performed by its sub-subcontractors. Sub-subcontractor of Subcontractor will be permitted an allowance of ten percent (10%) for overhead and profit on labor performed by its own forces and its own material purchases. The aggregate allowance for overhead and profit on any portion of the Work shall be limited to fifteen percent (15%), regardless of the number of Subcontractor tiers. Neither the Subcontractor nor any sub-subcontractor shall be entitled to any overhead or profit on work performed by one of its Affiliates. If the Subcontractor procures the performance of any work by anyone other than its own forces and such work, in the Contractor’s sole judgment, was of the kind or nature that the Subcontractor should have performed with its own forces, then the Subcontractor shall not be entitled to greater payment than that to which it would have been entitled if its own forces had furnished the labor and materials required in connection with such work.

6.2 Extra Work: The price to be paid for Extra Work ordered pursuant to Article 26 of the Prime Agreement, and performed under this Agreement, shall be as set forth in this Article 6.2. For Extra Work where payment is by agreement on a fixed price in accordance with Article 26.2 of the Prime Agreement, the price to be paid for such Extra Work shall be the fair and reasonable cost of the items set forth below. For Extra Work where payment is on a time and material basis in accordance with Article 26.2 of the Prime Agreement, the price to be paid for such Extra Work shall be the actual and reasonable cost of the times set forth below.

6.2.1 Necessary materials (including transportation to the Site);

6.2.2 Necessary direct labor, the cost of which shall be comprised of the items set forth below:

(a) Prevailing wages and supplemental benefits, as defined in Labor Law Section 220;

(b) Payroll taxes, defined as State Unemployment Insurance (“SUI”), Federal Unemployment Insurance (“FUI”) and payments pursuant to the Federal Insurance Contribution Act (“FICA”); and

(c) Workers’ compensation insurance, as set forth in Article 12 and Exhibit G of this Agreement. The cost of workers’ compensation insurance shall be based upon the average rate for such insurance for the applicable class(es) of labor, in accordance with the most recent schedule promulgated by the New York State Workers’ Compensation Board.

6.2.3 Sales and personal property taxes, if any, required to be paid on materials not incorporated into such Extra Work;

6.2.4 Maintenance, operation and rental or, or reasonable rental value of sub-subcontractor-owned, necessary plant and equipment other than small tools. Sub-subcontractor-owned equipment is defined to include equipment rental companies affiliated with or controlled by the sub-subcontractor, as determined by the Director. Payment rates for the use of sub-subcontractor-owned plant and equipment shall be in accordance with the provisions of Joint Directive No. 1 issued by the City of New York Mayor’s Office of Construction and the Comptroller. The applicable director shall be that in effect at the time of the bid opening for the subcontract;

6.2.5 Necessary installation and dismantling of such plant and equipment (including transportation to and from the Site), if any;

6.2.6 Reasonable rental costs of non-sub-subcontractor-owned necessary plant and equipment other than small tools. In no event shall the amount paid to the sub-subcontractor for such rental exceed the lower of the actual value of such equipment or the book value of such equipment;

6.2.7 Any insurance coverage expressly required by CUCF for the performance of the Extra Work which is different than the types of insurance required by Article 12 and Exhibit G, other than workers’ compensation insurance.

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6.3 Where the Extra Work is performed in whole or in part by other than Subcontractor, Subcontractor shall be paid, subject to audit by CUCF, the cost of such Work computed in accordance with Article 6.2 above, plus an additional allowance of five (5%) percent as the Subcontractor’s overhead and profit.

6.4 Where a Change is ordered that involves both Extra Work and omitted or reduced Work, the subcontract price shall be adjusted, subject to audit by CUCF, in an amount based on the difference between the cost of such Extra Work and of the omitted or reduced Work. The cost of such Extra Work and of such omitted or reduced Work shall be computed based upon applicable subcontract unit prices. Where there are no applicable subcontract unit prices, the cost of such Extra Work and of such omitted or reduced Work shall be computed in accordance with the Articles 6.2.1 through 6.2.7. If the cost of such Extra Work exceeds the costs of such omitted or reduced Work, the subcontract price shall be increased by the difference, plus percentages for overhead and profit as provided in Article 6.3. If the cost of the omitted or reduced Work exceeds the cost of the Extra Work, then the subcontract price shall be reduced by the difference.

6.5 When the Construction Manager and the Contracting Officer agree upon another method of payment for Extra Work in accordance with Article 26.2 of the Prime Agreement, or for Extra Work ordered in connection with omitted work, such method, subject to audit, may, at the sole option of the Director, be substituted for the cost-plus-a-percentage method provided in Article 6.2 above; provided, however, that if the Extra Work is performed by a sub-subcontractor engaged by a Subcontractor, the Subcontractor shall not be entitled to receive more than an additional allowance of five (5%) percent for overhead and profit over the cost of such sub-subcontractor’s Work as computed in accordance with Article 6.2.

6.6 Unless the parties agree on a lump-sum payment for Extra Work, requests for payment for Extra Work performed by Subcontractor or its sub-subcontractors, of whatever tier, shall be accompanied by signed time sheets, documenting by date the actual hours worked by specific personnel for whom payment is requested, and any other data as may be requested by the Director. Under an agreement for a lump-sum payment for Extra Work, Subcontractor shall furnish to the Construction Manager all documentation required for a requisition for payment for Work completed.

6.7 Overrun of Unit Price Item: The provisions set forth below shall apply to overruns of unit price items which the Construction Manager, through its Subcontractor, is directed to provide which is in excess of one hundred twenty-five (125%) percent of the estimated quantity for that item set forth in the bid schedule.

6.7.1 For any unit price item, Subcontractor will be paid at the unit price bid for any quantity up to one hundred twenty-five (125%) percent of the estimated quantity for that item set forth in the bid schedule. If during the progress of the Work the actual quantity of any unit price item required to complete the Work approaches the estimated quantity for that item, and due to errors, site conditions, changes in design, or any other reason, it appears that the actual quantity of any unit price item necessary to complete the Work will exceed the estimated quantity for that item by twenty-five (25%) percent, Subcontractor shall immediately notify the Construction Manager of such anticipated overrun. Subcontractor shall not be compensated for any quantity of a unit price item provided which is in excess of one hundred twenty-five (125%) percent of the estimated quantity for that item set forth in the bid schedule without written authorization from the Director’s Representative.

6.7.2 If the actual quantity of any unit price item necessary to complete the Work will exceed one hundred twenty-five (125%) percent of the estimated quantity for that item set forth in the bid schedule, CUCF reserves the right, and Subcontractor agrees, to negotiate a new unit price for such item. In no event shall such negotiated new price exceed the unit bid price. If CUCF and Subcontractor cannot agree on a new unit price, then CUCF shall order the Construction Manager, and Subcontractor agrees, to provide additional quantities of the item on a time and material basis for the actual and reasonable cost as determined under this Article 6, but in no event at a unit price exceeding the unit price bid.

6.8 Omitted Work

6.8.1 Any Work, if this Agreement be a lump-sum subcontract, or, otherwise, if any part of a lump-sum item in this Agreement, is omitted by the Director pursuant to Article 33 of the Prime Agreement, the subcontract price, subject to audit by CUCF, shall be reduced by a pro-rata portion of the lump-sum bid amount based upon the

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percent of Work omitted, subject to Article 6.8.4. For the purpose of determining the pro rata portion of the lump sum bid amount, the bid breakdown submitted by Subcontractor shall be considered, but shall not be the determining factor.

6.8.2 If this Agreement is a unit price, lump-sum, or percentage-bid subcontract, and either the whole of a lump-sum item or units of any other item is omitted by the Director, no payment will be made therefore, except as provided in Article 6.8.4.

6.8.3 For units that have been ordered but are only partially completed, the unit price shall be reduced by a pro-rata portion of the unit price bid based upon the percentage of Work omitted, subject to Article 6.8.4.

6.8.4 In the event Subcontractor, with respect to any omitted Work, has purchased any non-cancelable material and/or equipment that is not capable of use except in the performance of this Agreement, and has been specifically fabricated for the sole purpose of this Agreement, but not yet incorporated into the Work, Subcontractor shall be paid for such material and/or equipment, as set forth below; provided, however, such payment is contingent upon Subcontractor’s delivery of such material and/or equipment in acceptable condition to a location designated by CUCF.

6.8.4.1 Payment for such material and/or equipment shall be in accordance with Article 6.2, and the percentage for overhead and profit shall be five (5%) percent.

6.8.5 Subcontractor agrees to make no claim for damages or for loss of overhead and profit with regard to any omitted Work.

6.9 Claims by the Subcontractor

6.9.1 If the Subcontractor claims that it has incurred (a) an increase in the Subcontract Sum because of, but not limited to, (i) any order by the Contractor to stop the Work where the Subcontractor was not at fault, (ii) a suspension of the Work for the Contractor’s convenience, or (iii) failure of payment by the Owner or the Contractor, or (b) a delay in achieving any of the Milestone Events by reason of a Change or an Unavoidable Delay, and this Agreement does not prohibit the Construction Manager from obtaining an increase in the Subcontract Sum by reason thereof, or being granted an extension of the applicable Milestone Event, as the case may be, by reason of such event, the Subcontractor shall make such claim as provided in Article 16 hereof.

6.9.2 The Subcontractor shall give the Contractor notice of any claim pursuant to Section 6.9.1 hereof (or otherwise) and a Change Order Proposal within seven (7) days after receiving actual knowledge concerning the occurrence of the event giving rise to such claim. Such notice shall be delivered by the Subcontractor before proceeding to execute the Work, except in an emergency endangering life or property, and shall be a condition precedent to any further consideration of the claim. No such claim shall be valid unless so made within said seven (7) day period. Any increase in the Subcontract Sum or extension of any Milestone Event resulting from such claim shall be authorized only by Change Order executed by both parties and approved and executed by the Director.

6.10 Change Orders

6.10.1 In the event the Contractor and Subcontractor agree on the scope of a Change, they shall execute a Change Order.

6.10.2 If unit prices are subsequently agreed upon, and if the quantities originally contemplated are so changed in a proposed Change Order or, as a result of several Change Orders, that the Subcontractor is able to realize lower unit prices, the applicable unit prices shall be decreased to equal such lower price.

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6.11 Changes Authorized by the Contractor

6.11.1 Only the Contractor shall have authority to order Field Proceed Orders, which shall essentially be clarifications of the Contract Documents, not involving an increase in the Subcontract Sum or an extension of any Milestone Event and not inconsistent with the intent of the Contract Documents. Such Field Proceed Orders may be effected by written order and shall be binding on the Contractor and the Subcontractor. If the Subcontractor believes that any Field Proceed Order will result in an increase in the Subcontract Sum or a delay in achieving any Milestone Event, then the Subcontractor shall notify the Contractor of the same immediately and shall not proceed with performing the work ordered in such Field Proceed Order without first obtaining the Contractor’s written consent thereto.

6.12 Owner Approval Required; Audit Rights

6.12.1 Any proposed change order to any subcontract(s) and any purchase order(s) hereunder are subject to the prior written approval of the Director. The Director will make all final determinations regarding change orders, modifications, and additions to the Construction Documents, which determination shall be binding upon Subcontractor, subject only to the dispute resolution procedures set forth in the Prime Agreement and in Article 16 of this Agreement.

6.12.2 All change orders are subject to audit. In any event an audit reveals that the costs for or scope of the change order work or of the Extra Work was stated inaccurately, CUCF and the Construction Manager shall recoup the amount by which the costs were inaccurately stated by proportionately reducing the price of the change order or the contract price. This remedy is not exclusive, and is in addition to all other rights and remedies of CUCF and the Construction Manager.

6.13 Change Management Requirements

6.13.1 The Subcontractor shall provide for the Subcontractor’s use all written procedures to follow and form documents to use in connection with Changes and with claims by the Subcontractor for cost or schedule adjustments. The Subcontractor shall comply with such procedures and utilize such form documents, and cause the Sub-subcontractors to do the same, with respect to any such Changes or claims.

ARTICLE 7 - TESTS AND INSPECTIONS

7.1 Tests and Inspections

7.1.1 Except for those controlled inspections that are not typically provided by contractors for architectural and structural issues, the Subcontractor shall identify those tests and inspections as shall be necessary or appropriate, and shall cause to be conducted by an independent testing laboratory or entity acceptable to the Owner and the Contractor, or by the appropriate Governmental Authority, all such tests and inspections and any additional inspections that the Owner, the Contractor or a Governmental Authority may require. The Subcontractor shall give the Owner, the Contractor and the Design Professional timely notice of when and where tests and inspections are to be made so that they may observe the same. With respect to controlled inspections, the Owner and/or the Contractor, through the appropriate Owner Specialist, shall identify and cause to be conducted such inspections, and shall promptly notify Contractor of same and the Contractor shall in turn notify the Subcontractor.

7.1.2 If any such tests or inspections reveal failure of any portion of the Work to comply with requirements established by the Contract Documents, the Subcontractor shall bear the costs of these tests and inspections and all costs made necessary by such failure, including the cost of repeated procedures and compensation for the services and expenses of the Design Professional and of the Contractor’s personnel.

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7.1.3 Acceptance by the Contractor, the Owner or the Design Professional of test data or inspections of any portion of the Work shall not relieve Subcontractor of its obligation to cause the Work to be performed in accordance with the Contract Documents.

7.1.4 With respect to all inspections, including controlled inspections, the Subcontractor shall provide access to the Work for representatives and inspectors of Governmental Authorities and independent testing laboratories to inspect and observe the Work, and, if requested by the Owner and/or the Contractor, shall give such representatives timely notice of the time and location of scheduled tests and inspections.

ARTICLE 8 - SUB- SUBCONTRACTORS

8.1 Work of Sub-subcontractors

8.1.1 All portions of the Work that the Subcontractor does not perform with its own forces, and all materials and equipment that the Subcontractor does not supply, shall be performed or supplied by sub-subcontractors pursuant to written agreements, each and all of which shall be subject to the Owner’s and the Contractor’s prior approval as set forth herein.

8.2 Approvals of Sub-subcontracts

8.2.1 The Contractor and the Owner shall have the right to reject any proposed sub-subcontractor for any reason or no reason. The Contractor and the Owner shall also have the right to require Subcontractor to perform any of the Work itself or purchase any of the materials for the Work directly.

8.2.2 The Construction Manager shall direct all bidders to deliver their bids to the Construction Manager. Each such bid shall include the bidder’s proposed schedule of values. The Construction Manager shall forward a copy of all bids received to the Owner. The Owner shall have the right, at its election, to actively participate with the Construction Manager in the solicitation and selection of proposed subcontractors, including bid solicitations, bid reviews, the review of proposed schedules of values, and subcontractor interview meetings, evaluations and negotiations. Notwithstanding approval by the Contractor and/or the Owner, the Subcontractor shall be solely responsible to the Contractor for the performance of each sub-subcontractor

8.2.3 Each Sub-subcontract shall be prepared based on the form of sub-subcontract acceptable to the Construction Manager and CUCF. Each Sub-subcontract shall contain provisions substantially similar to Articles 6, 11, 12, 13, 19 and Sections 2.3.3, 4.3 and 8.3.2 of this Agreement. In addition, the Subcontractor has read, acknowledges and agrees to be fully bound by Sections 8.2.7.1, 8.2.7.2 and 8.2.7.3 set forth below and further agrees that each Sub-subcontract shall contain a provision substantially similar to the following:

8.2.7.1 The Sub-subcontractor acknowledges and agrees that the Contractor, and following an assignment to the Owner, the Owner, shall have the right to assign this Agreement to any party designated by the Owner (“Subcontract Assignee”), and upon and after any such assignment Subcontractor shall render full performance hereof to such Sub-subcontract Assignee and such Sub-subcontract Assignee shall succeed to all of the Contractor’s rights hereunder and shall perform all of the Contractor’s obligations hereunder arising from and after such assignment. Upon an assignment of this Agreement by the Owner, the Owner shall be deemed released from any and all liability under this Agreement provided that the assignee thereunder is acceptable to the Sub-subcontractor, in the exercise of its reasonable judgment.

8.2.7.2 With respect to the Work to be performed and furnished by the Subcontractor hereunder, the Subcontractor agrees to be bound to the Contractor by each and all of the terms and provisions of this Agreement, the Prime Agreement between the Owner and the Construction Manager/Contractor (the “Prime Agreement”) and the other Contract Documents, and to assume toward the Contractor all of the duties, obligations and responsibilities that the Contractor by the

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Prime Agreement and those other Contract Documents assumes toward the Owner, and the Subcontractor agrees further that the Contractor shall have the same rights and remedies as against the Subcontractor as the Owner under the terms and provisions of the Prime Agreement and the other Contract Documents has against the Contractor with the same force and effect as though every such duty, obligation, responsibility, right or remedy were set forth herein in full.

8.7.2.3 The Prime Agreement shall continue to be a Contract Document and incorporated herein and a part hereof, and Subcontractor shall continue to be bound by the Prime Agreement, as provided in the immediately preceding paragraph, notwithstanding any termination, expiration or cancellation of the Prime Agreement, or the assignment or reassignment of the Prime Agreement by the Contractor or the Owner.

8.2.4 Upon demand by the Owner and/or the Contactor, the Subcontractor shall assign any one or more Sub-subcontracts to the Contractor or the Owner or the Owner’s designee, and each such Sub-subcontract shall therefore provide that it is freely assignable by Subcontractor to Contractor and by Contractor and its assignees.

8.2.5 Subcontractor shall make available for review by each proposed sub-subcontractor, prior to the execution of the Sub-subcontract, this Agreement and the Prime Agreement (redacted as requested by the Contractor, the Owner or the Owner’s Representative or as the Contractor otherwise deems appropriate), and those Drawings and Specifications pertinent to its scope of work. The Subcontractor shall require each sub-subcontractor to similarly make available for review by their respective sub-subcontractors and proposed sub-subcontractors applicable portions of such documents.

8.2.6 All Sub-subcontracts (and sub-sub-subcontracts) shall be submitted to the Owner and the Contractor prior to being executed by the Contractor or the Subcontractor. The Owner and/or the Contractor shall have the right, but not the obligation, to review and approve all Sub-subcontract and sub-sub-subcontract scopes of work, and all Sub-subcontracts and sub-sub-subcontracts prior to execution thereof. Neither the submission of a Sub-subcontract or sub-sub-subcontract to the Owner and/or the Contractor, nor the review or approval of a Sub-subcontract or sub-sub-subcontract by the Owner and/or the Contractor, shall be deemed to (a) relieve the Subcontractor of its duty of due diligence in selecting a subsubcontractor, (b) relieve the Subcontractor from any of its obligations under this Agreement and the Prime Agreement, (c) establish privity of contract between the Owner and/or the Contractor and any sub-subcontractor or otherwise create any rights in favor of any sub-subcontractor as against the Owner and/or the Contractor, (d) impose on the Owner and/or the Contractor any liability arising from, or in connection with, such Subcontracts or sub-subcontracts, or (d) make the Owner and/or the Contractor responsible for a Subcontractor’s or sub-subcontractor’s performance or failure to perform.

8.2.7 The Subcontractor shall execute Sub-subcontracts in the Subcontractor’s own name and on its own behalf and not as agent for the Owner and/or the Contractor. The Subcontractor shall furnish the Owner and the Contractor with a duplicate original of each fully executed Subcontract promptly after its execution and prior to the sub-subcontractor thereunder commencing performance of the portion of the Work contemplated thereby.

8.3 Termination of a Sub-subcontract

8.3.1 The Subcontractor shall not terminate a Sub-subcontract or replace a Sub-subcontractor without the prior written approval of the Contractor, which shall not be unreasonably withheld.

8.3.2 The Owner and/or the Contractor shall have the right to request termination of any Sub-subcontract upon the occurrence of a default by the Sub-subcontractor thereunder. In addition, the Owner and/or the Contractor shall have the right to request termination of any Sub-subcontract for convenience (i.e., for any reason or for no reason at all). In the event of any request for termination by the Owner and/or the Contractor under this Section 8.3.2, the Subcontractor shall terminate such Sub-subcontract upon receipt of such request for termination or as soon as practicable given the circumstances at the time of such request

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for termination but in such instance no longer than two (2) days after receipt of such request for termination. In the event of any termination of any Sub-subcontract, the terminated Sub-subcontractor shall not be entitled to anticipated or lost profits or overhead as a result of such termination.

8.4 Disputes between Sub-subcontractors

8.4.1 The Subcontractor shall resolve all disputes between the Sub-subcontractors relating to the performance of their Work or the furnishing of materials, supplies or equipment in connection with the Work, without interruption or delay to the Project, and have all Sub-subcontractors agree to continue performance of their work notwithstanding any such dispute.

8.5 Subcontractor’s Responsibility

8.5.1 The Subcontractor shall be responsible to the Owner and the Contractor for the acts and omissions of its agents and employees and all Sub-subcontractors, and their respective agents and employees.

8.6 Coordination of Sub-subcontractors

8.6.1 The Subcontractor shall be responsible for scheduling, logistics, and physical coordination of the Sub-subcontractors, and shall ensure the harmony between Sub-subcontractors (and any sub-sub-subcontractors, etc.), the Contractor, any Separate Contractors and any other Subcontractors, any of Owner’s invitees, guests, tenants or any of such tenants’ invitees and/or guests.

ARTICLE 9 - PROJECT DOCUMENTS

9.1 As-built Drawings

9.1.1 The Subcontractor shall prepare and shall cause each of its sub-subcontractors to prepare, from time to time or as otherwise required by the Owner and/or the Contractor, As-Built Drawings of its Work on CADD Disks, which “as-built” drawings shall record (i) approved changes to the Drawings and to the Work, whether accomplished by Change Orders, Field Proceed Orders, or otherwise, and (ii) the exact locations of all concealed Work and the size, routing and elevation thereof. The Subcontractor shall compile, review and conform such “as-built” drawings of the Work on CADD Disks, which include all of the Subcontractors’ As-built Drawings, from time to time or as otherwise required by the Owner and/or the Contractor.

9.2 Project Documents

9.2.1 In addition to the requirements imposed by Applicable Laws, the Subcontractor shall maintain at the Project Site a complete and updated set of the Project Documents.

9.3 Ownership and Use of Project Documents

9.3.1 The Subcontractor shall and does hereby assign, and shall cause each Sub-subcontractor to assign, to the Owner and the Contractor all of the respective right, title and interest of the Subcontractor and such Sub-subcontractor, if any, in, to and under any and all Project Documents, including all trademarks, copyright privileges and other tangible and intangible rights attaching thereto. The Subcontractor shall deliver the Project Documents to the Owner and the Contractor, from time to time, as required under this Agreement and the Prime Agreement or as otherwise required by the Owner and/or the Contractor or, if not delivered prior to Final Completion of the Project, then upon such Final Completion and as a condition to Final Payment. The Project Documents shall be delivered to the Owner and the Contractor in the same manner as close-out documents are required to be delivered under this Agreement. The Subcontractor shall also execute, and cause all sub-subcontractors to execute, any and all documents and releases, and take all

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actions necessary, or otherwise required by the Owner and/or the Contractor, to establish, document and protect the right, title and interest of the Owner and the Contractor in the Project Documents, including, if requested by the Owner and the Contractor, an assignment of all copyrights and copyright privileges. The Subcontractor may retain copies of the Project Documents for its files. The Owner and/or the Contractor shall have the right to use the Project Documents for the completion of the Services or the Work by others.

ARTICLE 10 - PROJECT SCHEDULE

10.1 Project Schedule

10.1.1 The Project Schedule shall be produced using Primavera P3 software in “CPM” format with monthly updates in “.prx” format, and shall set forth the Milestone Events, including the Substantial Completion Date. The Project Schedule shall fully describe the intended method of accomplishing all the various portions of the Work and related activities necessary to complete the Work. The Project Schedule shall demonstrate, to the reasonable satisfaction of the Owner and the Contractor, an expeditious, practicable and reasonable plan for achieving the Milestone Events, including the Substantial Completion of the Work. In no event shall the Project Schedule contain any extension of a Milestone Event or any other revisions which would result in any Milestone Event not being achieved, without in either such instance obtaining the prior written consent of the Owner and the Contractor to such extension or other revision.

10.1.2 The Project Schedule shall indicate the durations and sequencing of all activities of the Work and show the integration with the Work of the Project activities of the Owner the Owner’s Representative, the Design Professional and the Separate Contractors, including, as appropriate:

a. Permit and approval process.

b. Verification of the assumptions in the Budget relative to the intended schedule.

c. Dates for the receipt of design deliverables from the Design Professional required for subcontracting and procurement including sufficient time for the review and approval by the Owner and the Contractor of the design documents and the sub-subcontract bid packages.

d. Activities related to the procurement of Subcontractors.

e. A purchasing schedule including a listing of all long-lead material, building systems and equipment items and a schedule for the acquisition and delivery of such items.

f. Activities of the Design Professional necessary for mock-up construction.

g. A schedule for the engineering, Submittals submission, fabrication, testing, and delivery of all major components fabricated off-site.

h. One or more “critical paths”.

i. Activities for coordination of the Work with the work of Separate Contractors, as applicable, including the Contractor and all other Subcontractors.

j. Construction completion and closeout activities including appropriate time for Punch List completion.

k. Activities related to approvals required to be obtained from Governmental Authorities.

l. Commissioning activities including dates for commencement and completion of start up, testing, and commissioning of equipment and systems.

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10.1.3 The Project Schedule shall indicate specific activities, durations, dependencies and sequencing and provide a critical path through the activities including identification of the Milestone Events. To the extent required, the Project Schedule shall provide for phasing of the various activities as may be required to achieve the Owner’s use or occupancy requirements. At the Owner’s and/or Contractor’s request, the Project Schedule shall be revised to include the work of Separate Contractors, the Contractor, and the other Subcontractors or other work being performed by or on behalf of the Owner or its tenants.

10.1.4 The Project Schedule shall contain dates for achievement of the various elements of the Work that would enable the Subcontractor to achieve all of the Milestone Events.

10.1.5 The Subcontractor shall prepare detailed trade-by-trade critical-path-method schedules for each sub-subcontract, providing for all purchasing, engineering, submittal, fabrication, delivery, construction, testing, commissioning and close-out activities. The Project Schedule shall be broken down into Sub-subcontract Schedules and the Project Schedule and sub-subcontract Schedules shall include identification of critical-path activities and early-start, late-start and finish dates. All sub-subcontract Schedules shall be integrated into the Project Schedule.

10.1.6 For critical, highly complex items of work or for such other elements of the Work as the Owner and/or Contractor may specify, the Subcontractor may be required to prepare additional, more detailed schedules consistent with the Project Schedule.

10.1.7 The Subcontractor shall keep the Contractor, the Owner, the Owner’s Representative, the Design Professional and all of the sub-subcontractors fully and completely informed at all times of the content of the Project Schedule, other relevant schedules and all other scheduling information applicable to or which may affect the work of the sub-subcontractors. This information shall in all cases be furnished to the sub-subcontractors in sufficient time to allow them to adjust their plans so as to meet all required performance dates relative to their portions of the Work. The Contractor, the Owner and the Design Professional shall be entitled to rely fully on the content of the Project Schedule in planning and scheduling performance of their obligations under the Contract Documents or of interrelated work by their own forces or Separate Contractors. At least once a month, or at other intervals required by the Owner and/or the Contractor, the Subcontractor shall advise the Owner and the Contractor of the status of the Work on marked copies of the then current Project Schedule. If any of the Work is not on schedule as set forth in the Project Schedule, the Subcontractor shall immediately advise the Owner and the Contractor in writing of a proposed action to bring the Work back on schedule.

10.1.8 The Subcontractor shall submit immediate reports – within forty-eight (48) hours after the time when it knows or should know of any cause which might under any circumstances result in delay -- of any delay in the Work, which reports shall identify the cause for the delay, the estimated duration and cost of the delay, and a specific remedy of the delay. To the extent possible, notifications shall be submitted to the Owner and the Contractor in advance of the anticipated delay to allow for all reasonable action on behalf of all involved parties to achieve a resolution minimizing schedule or cost impact.

10.1.9 The Subcontractor shall submit monthly an updated Project Schedule to the Contractor and the Owner with each Monthly Report, which shall include, at the minimum:

a. actual versus baseline percent completion for each portion of the Project and the entire Project;

b. actual versus baseline Work in place for the entire Project; and

c. any change in any critical path.

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10.2 Time is of the Essence for Performance of the Work.

10.2.1 The Subcontractor shall perform, and cause to be performed, the Work in compliance with the Project Schedule. Time shall be of the essence for all dates, including but not limited to each interim milestone date, shown on the Project Schedule and all other dates and deadlines provided for in this Agreement with respect to the performance of the Work.

10.2.2 The Subcontractor shall perform the Work, and cause the Work to be performed, in a diligent manner and shall perform and cause to be performed the several parts thereof at such times and in such order as the Owner and/or the Contractor may direct. The Subcontractor shall maintain, and cause to be maintained, the progress of the Work so as to achieve Substantial Completion of the Project by the Substantial Completion Date and the other Milestone Events.

10.2.3 The Subcontractor shall arrange to have materials and products manufactured and available in a timely manner such that neither commencement nor performance of the Work will be delayed.

10.2.4 The Subcontractor shall provide, and cause to be provided, an adequate workforce and sufficient equipment, materials, tools and supplies so that the Work is performed in compliance with the Project Schedule. The Subcontractor shall perform the Work, and cause the Work to be performed, during normal working hours except as may be provided otherwise in the Contract Documents. If any critical path element of the Work (including any Milestone Event) is not achieved by its corresponding critical path date, or the Owner and/or the Contractor believes, in the exercise of its reasonable judgment, that any critical path element of the Work will not be achieved by its corresponding critical path date, then, upon written notice from the Owner and/or the Contractor, the Subcontractor shall cause its employees and Sub-subcontractors, at its own expense and at no additional cost to the Construction Manager or to CUCF, to make up for the time lost and to assure completion of the Project in accordance with the Project Schedule, using various means and methods to meet such obligation including, without limitation, performing and working at hours and on days, in addition to the normal working hours and normal working days, whatever overtime work or shift work is necessary, working additional shifts, working additional crews during all shifts, stacking trades, and accelerating shipments of goods in order to return such critical path elements of the Work to being in compliance with the Project Schedule. To the extent that the Subcontractor is unable to obtain any permits or approvals required for overtime work from Governmental Authorities, it shall revise its means and methods of construction, including increasing the amount of labor and equipment, in order to achieve such compliance. If the Subcontractor fails to take prompt and adequate corrective action to bring the Work back on schedule to the satisfaction of the Owner and/or the Contractor, the Owner and the Contractor reserve the right, on three (3) days notice to the Subcontractor, to perform such Work as it deems necessary and to backcharge the cost thereof against payments due to the Subcontractor under this Agreement.

10.3 Separate Contractors

10.3.1 The Subcontractor shall not cause any unnecessary hindrance or delay to the progress of the work being performed by Owner’s tenants and/or Separate Contractors and/or the Contractor and/or the other Subcontractors. If any Owner’s tenants or Separate Contractor and/or the Contractor and/or the other Subcontractors sustains any damage through any act or omission of the Subcontractor, the Subcontractor shall reimburse such tenant or Separate Contractor and/or the Contractor and/or the other Subcontractors, on demand, for all such damages and shall indemnify and hold harmless the Owner and/or the Contractor from any Losses incurred by the Owner and/or the Contractor by reason of such damage.

10.4 Substantial Completion

10.4.1 Substantial Completion is that point in the progress of the Work when the Work or designated portion thereof, as certified by the Architect and/or the Owner’s Representative, is sufficiently complete in accordance with the Contract Documents, with all needed systems and equipment operational, to enable the Owner or prospective tenants of the Building, to use and occupy the Project Site or the agreed, defined portion of the Project Site, for its intended use, and (i) only minor punch list items or similar minor

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corrective work remains to be completed that do not adversely affect the capability of the Project Site or the designated portion thereof to operate and function safely in the ordinary course of business (ii) all Certificates shall have been issued and (iii) all other, additional or different requirements set forth in Section 10.4 of the Prime Agreement, which are applicable to the Work of Subcontractor, have been satisfied, including without limitation, submission by Subcontractor of a final verified statement of claims as described and in accordance with Article 42 of the Prime Agreement. Without limiting the foregoing, the issuance of a temporary certificate of occupancy shall be a condition precedent to Substantial Completion.

10.4.2 The Subcontractor shall arrange for and manage building department inspections and applications and cooperate with Owner and the Contractor, as necessary, to procure the Certificates and shall thereafter procure and deliver the same to the Contractor.

10.4.3 When the Subcontractor considers that the Work, or a portion thereof which the Owner and Contractor agrees to accept separately, has achieved Substantial Completion, the Subcontractor shall prepare and submit to the Contractor, the Owner and the Architect a comprehensive list of items to be completed or corrected and the timeframe for such completion or correction. The Subcontractor shall proceed promptly to complete and correct the items on such list. Failure to include an item on such list does not alter the responsibility of the Subcontractor to complete all Work in accordance with the Contract Documents. Upon receipt of the Subcontractor’s list, the Architect and/or the Owner’s Representative and/or the Contractor will make an inspection to determine whether the Work or designated portion thereof has achieved Substantial Completion. If such inspection discloses any item other than minor punch list or corrective work, whether or not included on the Subcontractor’s list, which is incomplete or not in accordance with the requirements of the Contact Documents, the Subcontractor shall, as a condition to the issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect or the Owner’s Representative and/or the Contractor. The Subcontractor shall then submit a request for another inspection by the Architect and/or the Owner’s Representative and/or the Contractor, as the case may be, to determine whether Substantial Completion shall have occurred. The cost of all subsequent inspections requested by the Subcontractor shall be paid by the Subcontractor, at its sole cost and expense.

10.4.4 When the Work or designated portion thereof shall have achieved Substantial Completion and the Owner has so concurred, the Architect will issue a Certificate of Substantial Completion and the Punch List. The Subcontractor shall (a) review the Punch List with the Owner’s Representative and the Architect and the Contractor; (b) schedule, coordinate, and perform or cause to be performed the prompt correction and completion of the items on the Punch List; and (c) institute a comprehensive and detailed Punch List management system that includes repetitive follow-up with all sub-subcontractors, the Architect and others as required until the Contractor and the Owner have accepted the correction of each deficient item on the Punch List. Punch List tracking documents shall be issued on a regular basis no less frequently than once a week. The Subcontractor shall perform all Punch List work at such times and in such a manner so as to not unreasonably interfere with the use or occupancy of the Project Site.

10.4.5 Until Substantial Completion of the Work, and to the extent stated in the Contract Documents, the Subcontractor shall be responsible for security, maintenance, heat, utilities, damage to the Work and insurance. The Certificate of Substantial Completion shall be submitted to the Owner, the Construction Manager and the Subcontractor for their written acceptance of responsibilities assigned to them in such Certificate of Substantial Completion. The Subcontractor’s failure to accept any such responsibilities shall not alter the obligation of the Subcontractor to cause all Work to be completed in accordance with the Contract Documents.

10.4.6 The Owner or its tenants may occupy or use any completed or partially completed portion of the Project Site. Such partial occupancy or use may commence whether or not the portion is Substantially Complete. Immediately prior to such partial occupancy or use, the Owner, the Construction Manager and the Subcontractor shall together inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work.

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10.4.7 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents.

10.5 Final Completion

10.5.1 As the Work nears completion, the Subcontractor shall:

a. Work with the Contractor, the Owner, the Owner’s Representative and the Architect to ensure orderly closeout of all Sub-subcontracts and transition from construction to use and occupancy, including providing a schedule for the closeout of all Sub-subcontractors to the Owner.

b. Assemble and provide all final documentation as required by the Contract Documents and Sub-subcontracts, including Sub-subcontractors’ As-built Drawings, Composite As-built Drawings and the other Project Documents, certificates, permits, maintenance and operation manuals, warranties, guarantees, certifications, affidavits, testing reports, maintenance stock, spare parts and keys.

c. Compile a detailed summary of all project expenditures for the Owner’s and the Contractor’s information and use, and assist in fulfilling all audit and certification requirements.

d. Provide final closeout paperwork on each Sub-subcontractor including preparing, in consultation with the Contractor, the Owner, the Owner’s Representative and the Architect, a list of all incomplete documentation required for final payment, and recommend and process final payments.

e. If desired by the Owner, assist the Owner and the Contractor in achieving a phased occupancy of the Project for the Owner.

10.5.2 Final Completion of the Work shall be deemed to have occurred when all of the following shall have been achieved, as memorialized by the issuance of the Certificate of Final Completion: (i) the Subcontractor shall have completed all of the Work in accordance with the Contract Documents; (ii) the satisfactory start-up, testing and operation of all equipment, by means of acceptance tests; (iii) completion or correction, as the case may be, of all Punch List items to the satisfaction of the Contractor, the Architect and the Owner’s Representative; (iv) release of all mechanics’, materialmen’s and similar liens; (v) delivery of all warranties and guarantees, air balance reports, equipment operation and maintenance manuals, Sub-subcontractors’ As-Built Drawings and Composite As-built Drawings; (vi) removal of all rubbish, tools, scaffolding and surplus materials and equipment from the Project Site, (vii) delivery of the Subcontractor’s Final Affidavit and Release of Claims; and (viii) delivery of the Subcontractor’s Final Affidavit and Release of Claims executed by the Subcontractor and all Sub-subcontractors and any person who has filed a lien against the Project Site.

10.5.3 The Subcontractor shall request of the Owner and the Contractor a determination of Final Completion and provide written notice to the Owner and the Contractor that the Work is fully completed and ready for final inspection. Upon receipt by the Owner and the Contractor of such request and notice, the Contractor shall request of the Owner that the Owner will instruct the Architect and/or the Owner’s Representative to promptly make such inspection and, when the Architect and/or the Owner’s Representative find that all of the events constituting Final Completion shall have been achieved, the Architect and/or the Owner’s Representative will promptly notify the Owner and issue the Certificate of Final Completion.

10.6 Assisting Facilities Manager

10.6.1 The Subcontractor shall provide appropriate support and assistance to, and cooperate and coordinate with, the facilities manager for initial operating services at the Project.

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10.7 No Damages for Delay; Extensions of Time: Subcontractor agrees to make no claim for damages for delay in the performance of this Agreement occasions by any act or omission by CUCF, Contractor or any of their respective representatives, and agrees that any such claim shall be fully compensated by an extension of time to complete performance of the Work, as provided herein. If the performance of the Work, either by Subcontractor, or by any sub-subcontractor of whatever tier hereunder, is delayed for a reason referred to by subparagraph 10.7.1 herein, the Subcontractor may be allowed a reasonable extension of time. An extension of time for further subcontracted work may be granted only by the Director, upon written application by the Construction Manager The parties agree that, with respect to this Agreement, the Subcontractor may encounter delays attributable to CUCF and/or Contractor from time to time, including, without limitation, those which are unexpected and unforeseeable, in the progress of the Work, for which delays the Subcontractor agrees that it shall be fully and wholly compensated for each such delay solely and exclusively by an extension of time to complete performance of the Work, and agrees to make no other claim for damages for such delay. The Subcontractor hereby expressly waives and relinquishes all other damages for delay.

10.7.1 Grounds for Extension: If such written application is made to the Director, the Subcontractor shall be entitled to an extension of time for delay in achieving a Milestone Event or for completion of Work, which the Subcontractor conclusively proves to the Director is caused solely: (1) by the acts or omissions of CUCF, its officers, agents or employees; or (2) by the act or omissions of other contractors; or (3) by unavoidable delay, as defined in Article 1.35 of the Prime Agreement, or other supervening conditions entirely beyond the control of either party hereto. The Construction Manager shall, however, be entitled to an extension of time for such causes only for the number of days of delay which the Director may determine to be due solely to such causes, and then only if Subcontractor shall have strictly complied with all of the applicable requirements of Articles 8, 16 and 17 of the Prime Agreement.

10.7.2 Extension for Concurrent Causes of Delay: Subcontractor shall not be entitled to receive a separate extension of time for each of several causes of delay operating concurrently, but, if at all, only for the actual period of delay in completion of the Work as determined by the Director, irrespective of the number of causes contributing to produce such delay. If one of several causes of delay operating concurrently results from any act, fault or omission of Subcontractor or of its sub-subcontractors or materialmen, of whatever tier, and would of itself (irrespective of the concurrent causes) have delayed the Work, no extension of time will be allowed for the period of delay resulting from such act, fault or omission. The determination made by the Director shall be binding and conclusive on Subcontractor. The granting of an application for an extension of time for causes of delay other than those herein referred to shall be entirely within the discretion of the Director.

Permitting Subcontractor to continue with the Work, or any portion thereof, after the applicable Milestone Date or other time fixed for its completion has expired, or after the time to which such completion may have been extended has expired, or the making of any payment to Subcontractor after such time, shall in no way operated as a waiver on the part of CUCF or of Contractor of any of its rights under the Prime Agreement or this Agreement.

10.7.3 Application for Extension of Time: Before Subcontractor’s request for a time extension may be approved, Subcontractor must within three (3) business days, time being of the essence with respect thereto, after commencement of the condition which allegedly has caused or is causing the delay, submit a written application to the Director, with a copy to the Construction Manager, identifying:

(a) the Construction Manager, the Subcontractor, the Agreement registration number; and Project description;

(b) liquidated damage assessment rate, as specified in this Agreement; (c) original subcontract bid amount; (d) the original subcontract start date and completion date; (e) any previous time extensions granted (number and duration);and (f) the extension of time requested.

Subcontractor shall thereafter submit updates of such particulars to Contractor from time to time not more than thirty (30) days after any such further costs or losses of time are claimed to have been incurred.

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In addition, the application for extension of time shall set forth in detail: (a) the nature of each alleged cause of delay in completing the Work or portion thereof; (b) the date upon which each such cause of delay began and ended and the number of days

attributable to each such cause; (c) a statement that Subcontractor waives all claims except those delineated in the

application and the particulars of any claims which Subcontractor does not agree to waive. For time extensions for final completion payments, the application shall include a detailed statement of the dollar amounts of each element of claim item reserved; and

(d) a statement indicating Subcontractor’s understanding that the time extension is granted only for the purpose of permitting continuation of performance and payment for work performed and that the Construction Manager and CUCF each retains its right to conduct an investigation and assess liquidated damages as appropriate.

10.7.4 Determination of Time Extensions: Time extensions for the Work, or any portion thereof, shall be determined in writing by the Director. The determination of the Director shall be final and binding as to the allowance of an extension and the number of days allowed.

10.7.5 Assessment of Liquidated Damages: In the case of final completion payments, liquidated damages shall be assessed as determined by the delay analysis prepared by the CUNY construction management staff pursuant to Section 10.5 of the Prime Agreement. However, neither the failure to assess liquidated damages at the time, nor the report itself, nor the granting of a time extension at final completion shall operate as a waiver or release of any claim against the Subcontractor for either actual or liquidated damages.

10.8 Liquidated Damages

10.8.1 Contractor and the Subcontractor recognize that the consequential damages to the Owner and/or the Contractor which would result from the Subcontractor’s failure to achieve completion of any of the applicable Milestone Events would be substantial but are uncertain and cannot be calculated exactly and have agreed that if the Subcontractor shall have failed to achieve any Milestone Event, the Subcontractor shall pay to the Contractor, as liquidated damages and not as a penalty, with respect to each Milestone Event, the applicable Liquidated Damages. The Contractor shall have the right to withhold from any sums due to the Subcontractor under this Agreement the amount of Liquidated Damages then due to the Owner, and apply the same towards payment of such Liquidated Damages. If Subcontractor shall fail to pay any Liquidated Damages as and when due, Subcontractor hereby gives CUCF a direct right of action against Subcontractor to enforce and collect such Liquidated Damages. It is agreed, however, that the existence of such right shall not impose an obligation upon CUCF to exercise such right.

10.8.2 The parties further acknowledge that the amount of Liquidated Damages provided for in Section 10.8.1 hereof represents fair and reasonable consideration under the circumstances existing as of the date of this Agreement and that such sum represents the parties’ best estimate as of the date hereof of the Contractor’s and/or Owner’s damages for delay in the event of the Subcontractor’s failure to achieve any Milestone Event.

10.8.3 The parties acknowledge and agree that the Liquidated Damages provided for in Section 10.8.1 relate only to damages to the Contractor caused by a delay in achieving any Milestone Event, and such Liquidated Damages are not intended to, and shall not, limit the Contractor’s recovery from the Subcontractor under the terms of this Agreement for any direct damages caused by or resulting from the performance of the Work by the Subcontractor or any Sub-subcontractors.

10.8.4 If Contractor determines, in its sole good faith judgment based upon a review of the then current Project Schedule and the most recent reports issued pursuant to Article 5 of this Agreement, that the Subcontractor will not achieve any of the Milestone Events, the Contractor may withhold from any payments due to the Subcontractor under this Agreement an amount equal to the aggregate Liquidated Damages that Contractor anticipates will become due under Section 10.8.1 hereof, by reason of the projected

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late achievement of such Milestone Event. Once such Milestone Event shall have been achieved, the Contractor shall reconcile the actual amount of Liquidated Damages due, if any, with the amount withheld by the Contractor on account of the foregoing anticipated Liquidated Damages, and the difference, if any, shall be accounted for in the next payment due to the Subcontractor hereunder.

ARTICLE 11 - WARRANTY; GUARANTY; BONDS

11.1 Warranty

11.1.1 The Subcontractor warrants that:

a. the Work shall be performed in a good and workmanlike manner, in conformity with the Contract Documents and consistent with the highest standards and practices of the construction industry in the area of the Project Site for “Class A” properties similar to the Project, and shall be of first-class quality and workmanship, free of any faults or defects in equipment, material, or design furnished, or workmanship performed by the Subcontractor, or any Sub-subcontractor, supplier or manufacturer retained by the Subcontractor for purposes of performing the Work; and

b. The materials and equipment provided in support of the Work performed are new unless otherwise specified in the Contract Documents.

11.1.2 The warranties described in this Section 11.1 shall not be construed to modify or limit, in any way, any rights or actions which Owner and/or the Contractor may otherwise have against Subcontractor, at law or in equity.

11.2 Guaranty

11.2.1 If, within the Guaranty Period, any of the Work is found to be damaged, defective or at variance with the Contract Documents, the Subcontractor shall repair or replace such Work at its sole cost and expense. The Subcontractor shall make or commence to make, within two (2) days of its receipt of notice from the Owner and/or Contractor during the Guaranty Period, any and all repairs or replacements of such Work, and shall repair and replace, at its sole cost and expense, any and all damage caused by such repair or replacements, to the satisfaction of the Owner and the Contractor. If the Owner and/or the Contractor determines that an emergency exists which requires more immediate action than the Subcontractor is able to provide, the Owner and/or the Contractor may, without sending any notice to the Subcontractor, perform or cause to be performed such repairs or replacements, in which event the Subcontractor shall compensate the Owner and the Contractor for the cost thereof, on demand. Any repairs or replacements that the Subcontractor is required to make pursuant to this Section 11.2.1 shall be prosecuted to completion by the Subcontractor even if such repairs or replacements may not be completed until after the expiration of the Guaranty Period. The Guaranty Period shall be deemed extended for any repair or replacement to the date which is one (1) year from the final acceptance of such repair or replacement. The obligations of the Subcontractor to make repairs or replacements under this Section 11.2.1 shall not be satisfied, unless the Owner and the Contractor so elect in writing, by the payment of money to the Owner and/or the Contractor. If the Owner and/or the Contractor determine, in their sole and absolute discretion, that any materials or equipment installed as part of the Work are inherently defective, thus being incapable of repair, then the Subcontractor shall, upon notification by the Owner and/or the Contractor of such determination, provide a replacement for such materials or equipment. The Owner and/or the Contractor may, if either so elects, specify the manufacturer and the trade name or model number of the replacement for such materials or equipment. In the event that the Subcontractor fails to comply with any of the provisions of this Section 11.2.1, the Owner and/or the Contractor may, in addition to exercising all other legal and equitable remedies they each may have, (1) deduct from any payment due or thereafter to become due to the Subcontractor under this Agreement, the amount of damage, cost or expense that has been or, as reasonably estimated by the Owner and/or the Contractor, may be incurred by the Owner and/or the Contractor due to such failure by the Subcontractor, and (2) perform or cause to be performed any needed repairs and replacements, in which event the Subcontractor shall compensate the Owner and/or the

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Contractor for the cost thereof, on demand. The Subcontractor hereby expressly waives all claims that its guaranty or any of its warranties were impaired due to any corrective work performed by, or at the direction of, the Owner and/or Subcontractor. This Section 11.2.1 shall survive Final Completion of the Project or the expiration or earlier termination of this Agreement.

11.3 Sub-subcontractors’ Guarantees and Warranties

11.3.1 The Subcontractor shall provide and shall obtain from the sub-subcontractors (excluding those sub-subcontractors which have only supplied materials and equipment and not installed the same) and deliver to the Owner and the Contractor four copies of notarized warranties in the form annexed hereto as Exhibit R for the Work performed under each section of the Specifications. The Subcontractor shall submit all of the warranties to the Contractor, the Owner and the Architect as a prerequisite to Final Payment.

11.3.2 In addition to procuring the warranties required pursuant to Section 11.3.1 hereof, the Subcontractor shall acknowledge and agree to Section 11.3.1 hereof and shall arrange for the inclusion of the following provision in every Sub-subcontract, agreement and purchase order relating to the purchase by the Subcontractor or Sub-subcontractors of Merchandise to be installed or incorporated by the Subcontractor or the Sub-subcontractors as part of the Work:

“The supplier expressly agrees that The City University Construction Fund (“Owner”) shall be a third-party beneficiary of all of the obligations of the supplier hereunder, including without limitation, the beneficiary of all warranties, expressed or implied, and guarantees which the supplier makes herein relating to labor, materials, equipment, goods, merchandise or products (collectively, “Merchandise”) to be sold hereunder by the supplier. Nothing herein shall be construed to make this an agreement between the Owner and/or F.J. Sciame Construction Co., Inc. and the supplier except to the extent provided in the immediately preceding sentence and the supplier acknowledges that it has no contractual rights, expressed or implied, which it can assert against the Owner and/or F.J. Sciame Construction Co., Inc. Without limiting in any manner any obligations of the supplier with respect to the quality of the Merchandise or any other warranty or guaranty provided by the supplier, the supplier expressly warrants and agrees that the Merchandise to be furnished hereunder shall be merchantable and shall be fit for the purpose for which such Merchandise is purchased.”

11.3.3 At the Owner’s and/or Contractor’s election, the Subcontractor shall either enforce, on the Owner’s behalf, the guarantees and warranties described in Sections 11.1 and 11.2 hereof, or assist the Owner and/or the Contractor in the enforcement thereof.

11.4 Owner’s Rights

11.4.1 The warranties and guaranties provided for in this Article 11 and elsewhere in the Contract Documents shall be for the benefit of, and enforceable by, the Owner and/or the Contractor on behalf of the Owner at the request of the Owner, and shall be in addition to and not a limitation of any rights the Owner and/or the Contractor may have under the terms of the Contract Documents, or which may otherwise be available at law or in equity.

11.5 Subguard

11.5.1 Subcontractor acknowledges that Contractor intends to obtain subcontractor default insurance, also known as “Subguard” insurance, relative to the Work, of the Project. This Agreement shall be subject to and enrolled in the Contractor’s Subguard insurance program, and Subcontractor shall timely and completely furnish all information required under said progress and shall otherwise cooperate fully with Contractor to enable all terms and

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conditions of such enrollment to be met and to enable any claim which may be made under said progress by reason of the Work to be fully and accurately administered.

11.6 Payment Guarantee

11.6.1 In the event the terms of this Agreement do not require the Construction Manager or Subcontractor to provide a payment bond, CUCF shall, in accordance with the terms of this Article 11.6, guarantee payment of all lawful demands for: (a) wages and compensation for labor performed and/or services rendered; and (b) materials, equipment, and supplies provided, whether incorporated into the Work or not, when demands have been filed with CUCF as provided herein by any person, firm or corporation which furnished labor, material, equipment, supplies or any combination thereof, in connection with the Work performed hereunder (hereinafter referred to as the “beneficiary”) at the direction of CUCF, the Construction Manager or its subcontractor(s). For the purpose of this Article 11.6, “subcontractor” shall mean any person, firm, or corporation, other than employees of the Construction Manger, who or which contracts with the Construction Manager to furnish, or actually furnishes, labor, or labor and materials, or labor and equipment, at the site or in the performance of any of the Work hereunder.

11.6.2 The provisions of Article 11.6.1 above are subject to the following limitations and conditions:

(a) The guarantee is made for the benefit of all beneficiaries as defined in Article 11.6.1, above, provided that those beneficiaries strictly adhere to the terms and conditions of this Article 116.2;

(b) Nothing in this Article 11.6 shall prevent a beneficiary providing labor, services or material for the work from suing the Construction Manager or its Subcontractor(s) for any amounts due and owing the beneficiary by the Construction Manager or its Subcontractor(s).

(c) All demands made against CUCF pursuant to this Article 11.6 shall be made within four (4) months from the date payment is due on the invoice or invoices submitted by the beneficiary to the Construction Manager or its Subcontractor(s) for labor or work done or for materials or supplies delivered or, if the demand is for wages, four (4) months from the date the wages were due to be paid to the beneficiary.

(d) All demands made against CUCF by such beneficiary shall be presented to the Director’s Representative along with all written documentation concerning the demand which the Director’s Representative deems appropriate or necessary, which may include, but shall not be limited to: the subcontract or sub-subcontract; any invoices presented to the Construction Manager or Subcontractor for payment; the notarized statement of the beneficiary that the demand is due and payable, that a required for payment has been made of the Construction Manager or Subcontractor and that the demand has not been paid by the Construction Manager or Subcontractor within the time allowed for such payment by the subcontract or sub-subcontract, and copies of any correspondence between the beneficiary and the Construction Manager or Subcontractor concerning such demand. CUCF shall notify the Construction Manger or Subcontractor that a demand has been made. The Construction Manger or Subcontractor shall inform CUCF of any defenses to the demand, and shall forward to CUCF any documents CUCF requests concerning the demand.

(e) CUCF shall make payment only if, after considering all defenses presented by the Construction Manager or Subcontractor, it determines that the payment is due and owing to the beneficiary making the demand.

(f) CUCF will not initiate the payment process of this Article 11.6 or make payment on a demand where the beneficiary making the demand has filed a lien against the Work or otherwise sues CUCF prior to receiving a written notice from CUCF that it will not pay the demand.

(g) No beneficiary shall be entitled to interest from CUCF, or to any other costs, including but not limited to attorney’s fees.

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11.6.3 In the event CUCF determines that the demand is valid, CUCF shall notify the Construction Manager of such determination and the amount thereof, and direct the Construction Manager to pay immediately such amount to the beneficiary. In the event the Construction Manager, within seven (7) days of receipt of such notification from CUCF, fails to pay the beneficiary, such failure shall constitute automatic and irrevocable assignment of payment by the Construction Manager to the beneficiary for the amount of the demand determined by CUCF to be valid. The Construction Manager, without further notification or other process, hereby gives its unconditional consent to such assignment of payment to the beneficiary and authorizes CUCF, on its behalf, to take all necessary actions to implement such assignment of payment, including without limitation the execution of any instrument or documentation necessary to effect such assignment.

11.6.4 The provisions of this Article shall not prevent the parties from resolving disputes in accordance with the provisions of Article 29 of the Prime Agreement and Article 16 of this Agreement.

11.6.5 Nothing in this Article shall relieve Subcontractor of the obligation to pay the claims of all persons with valid and lawful claims against Subcontractor relating to the Work.

11.6.6 The payment guarantee made pursuant to this Article 11.6 shall be construed in a manner consistent with Section 137 of the State Finance Law and shall afford to persons furnishing labor or materials to the Construction Manager or its Subcontractors in the prosecution of the Work under this Agreement all of the rights and remedies afforded to such persons by such section, including but not limited to, the right to commence an action against CUCF on the payment guarantee provided by this Article within the one year limitations period set forth in Section 137.

11.7 Bonds: Subcontractor shall, prior to performing any Work, provide performance and payment bonds, each of which shall be in an amount equal to 100% of the subcontract price and shall name the Construction Manager as obligee thereunder. Such bonds shall be provided by a surety company licensed and authorized to do business in the State of New York and shall be identical in all respects to the form of bonds attached to the Prime Agreement as Exhibit E, with no variations, additions, or deletions to such form of bonds. Premiums for any required bonds are included in the Subcontract Price hereunder. Subcontractor shall submit two (2) originals of such bonds, one of which shall be submitted by the Construction Manager to CUCF. No change, alteration or modification in or deviations from this Subcontract or the plans or specifications or in the terms or manner of payment, whether made in the manner herein provided or not, shall release or exonerate, in whole or in party any surety on any bond given in connection with this Subcontract, and neither Owner nor Contractor shall be under any obligation to notify the surety or sureties of any such change. If at any time prior to final payment, the Owner reduces the amount of retainage held from Contractor, Contractor may, in its sole discretion, without the consent of Subcontractor’s surety, reduce accordingly the retained percentage withheld from Subcontractor.

11.8 Survival

11.8.1 The provisions of this Article 11 shall survive the Final Completion of the Project or the expiration or earlier termination of this Agreement.

ARTICLE 12 - INSURANCE

12.1 Insurance

12.1.1 The Subcontractor shall obtain and maintain the insurance coverages specified in Exhibit G hereto unless otherwise agreed to in writing by the Contractor and the Owner.

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ARTICLE 13 - INDEMNITY

13.1 Indemnity

13.1.1 For and in consideration of the mutual promises and covenants contained herein, Subcontractor shall, to the fullest extent permitted by law, indemnify the Construction Manager to the same degree that the Construction Manager is obligated to indemnify any other party (including but not limited to, CUCF) under the Prime Agreement.

13.1.2 Without limiting the foregoing, Subcontractor shall, to the fullest extent permitted by Applicable Laws, (a) indemnify and hold harmless each of the Indemnitees, from and against any and all Losses that may be incurred by any of the Indemnitees as a result of, in connection with, or allegedly arising from or as a consequence of (i) the performance, non-performance or any breach of this Agreement by the Subcontractor, (ii) any breach of a sub-subcontract by a sub-subcontractor, (iii) the infringement of any copyright, patent or trademark arising out of the performance of any Work, (iv) a violation by the Subcontractor or any sub-subcontractor of any Applicable Laws or any Permits, or (v) any negligent acts or omissions or willful conduct of the Subcontractor or any sub-subcontractor or any of their respective employees, agents or representatives in connection with Work, and (b) defend each of the Indemnitees against any Recovery Action. Insofar as the facts and Law relating to any claim would preclude any of the Indemnitees from being completely indemnified by Subcontractor, such of the Indemnitees shall be partially indemnified by Subcontractor to the fullest extent provided by Applicable Laws.

13.1.3 Notwithstanding anything to the contrary in Section 13.1.1 hereof, any of the Indemnitees may elect, at any time and in its sole and absolute discretion, to defend itself against any Recovery Action, with counsel of its choice. If an Indemnitee does not exercise such election, (a) any counsel proposed to be retained by the Subcontractor to defend such Indemnitee shall not be so retained without the prior written approval of such Indemnitee, (b) the Subcontractor shall, and shall instruct the counsel that it retains to, keep such Indemnitee apprised in writing, on a regular basis, of the status of the Recovery Action, (c) in the event of any disagreement between the Subcontractor and said Indemnitee regarding the strategy to employ in connection with said Recovery Action, the Indemnitee’s strategy shall prevail and be followed by the Subcontractor and its counsel, and (d) the Recovery Action shall not be settled without said Indemnitee’s prior written approval of the settlement.

13.1.4 The foregoing indemnity shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the benefit of the Subcontractor under any applicable workers compensation, disability benefits or other similar employee benefit acts.

13.1.5 In the event the Construction Manager or any of the other Indemnitees incur any Losses or any Recovery Action is asserted or instituted against the Construction Manager or any of the other Indemnitees, the Construction Manager shall be entitled to withhold from any payments then due or thereafter becoming due to the Subcontractor under this Agreement such amount as may be deemed sufficient, in the reasonable judgment of the Construction Manager, to protect it and the other Indemnitees against any Losses that they may incur, and the Construction Manager shall also be entitled to apply any such withheld amount to compensate itself and the other Indemnitees for any Losses that they actually incur.

13.1.6 The Subcontractor shall include in each sub-subcontract an indemnity provision substantially similar to the provisions in this Section 13.1, which shall also expressly provide that the sub-subcontractor thereunder shall defend, indemnify and hold harmless the Indemnitees, in addition to the Subcontractor, and that the Indemnitees are third party beneficiaries of said provision.

13.1.7 The provisions of this Section 13.1 shall survive Final Completion of the Work or the expiration or earlier termination of this Agreement.

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ARTICLE 14 - PAYMENTS TO SUBCONTRACTOR

14.1 Subcontract Sum

14.1.1 In consideration of the Subcontractor’s performance of all of the Work and its other obligations under this Agreement, the Contractor shall pay to the Subcontractor the Subcontract Sum, subject to adjustment as provided in Article 6.

14.1.2 The Subcontract Sum shall be paid to the Subcontractor monthly, in proportion to the Work performed in the immediately preceding month, subject to retention of ten percent (10%). At the Contractor’s sole and absolute discretion, such retention may, but shall not be required to, be reduced to five percent (5%) after such time that the Work is fifty percent (50%) complete, as determined by the Contractor. The retained portion of the Subcontract Sum shall be released to the Subcontractor as part of the Final Payment.

14.1.3 Notwithstanding anything to the contrary in the Contract Documents, and with respect to any Change Order, in no event shall the Subcontractor receive any profit attributable to the Subcontractor’s or any Subcontractor’s overtime or “premium” time, it being the intent of the parties that the Subcontractor will receive profit only on the “straight” time, or non-overtime, portion of such Change Order.

14.2 Discounts, Rebates and Credits

14.2.1 The Subcontract Sum shall be credited with all rebates, trade discounts, credits on taxes or credits realized on cash deposits or insurance premiums. The Subcontractor shall take such steps as are reasonably necessary and appropriate to obtain such discounts, rebates and credits; provided, however, the Subcontractor shall not be required to utilize its own funds to secure such discounts, rebates and credits. Any tools, supplies or equipment left at the Project Site at the completion of the Work shall be transferred to the Contractor in good condition, subject to ordinary wear and tear. The Subcontractor shall provide a list of all such equipment to the Contractor.

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ARTICLE 15 - SUBCONTRACT SUM

15.1 Subcontractor understands, acknowledges and agrees that the underlying Project is subject to public financing, which is not guaranteed and may not occur. Accordingly, and to the fullest extent permitted by law and in accordance and to the same extent as the Prime Agreement, Subcontractor agrees that this Agreement shall be deemed executory only to the extent of the moneys appropriated by the applicable governmental entities and available for the purpose of the Prime Agreement and this Agreement and that no liability or account thereof shall be incurred by any party beyond the amount of such moneys. Subcontractor further acknowledges and agrees that no amounts shall be paid on account of this Agreement unless the Director has given prior written approval to the amount of award of this Agreement and the amount of any change orders thereto, as required by Article 10 of the Prime Agreement.

15.2 Schedule of Values: Upon commencement of construction, and prior to any progress payment being made by the Construction Manager on account of the Work, Subcontractor shall submit to the Construction Manager a schedule of Values, which shall be prepared on a form provided by the Construction Manager, of construction costs for the Work of this Agreement, and any other information that may be required by the Construction Manager and the Director. The breakdown must be approved in writing by the Construction Manager and the Director’s Representative, and may be amended, modified, revised or supplemented, from time to time, in accordance with the terms of this Agreement. The Schedule of Values shall: (i) be prepared in a form with such detail and supported by such data to substantiate its accuracy as the Construction Manager may require; (ii) be broken down into cost categories indicating material in fabrication, material fabricated and stored off-site (if permitted by the Owner and the Construction Manager), material delivered and stored on-site, and material in-place; (iii) include reserves for testing, start-up, commissioning, Punch List work and final record documentation of the Work; and, (iv) provide other detail to permit the Construction Manager to verify the Work Cost and its percentage completion on a monthly basis. No partial payment will be made until the bid breakdown is approved. The breakdown set forth in the Schedule of Values shall be used for checking Subcontractor’s requests for partial payment for Work performed and the other purposes provided for in Section 15.15, and shall not be binding on the Construction Manager or the Director for any purpose whatsoever. The Schedule of Values shall not be amended, modified, revised or supplemented by the Subcontractor except as necessary to take into account adjustments to the Work Cost or as otherwise required pursuant to Section 15.15.

15.3 Cost Records

15.3.1 The Subcontractor shall keep detailed accounts and cost records, in addition to those specified elsewhere in this Agreement, as are normally maintained by experienced and prudent trade contractors for work similar in nature and scope to the Work, including, without limitation, cost records required in connection with time and material and/or unit price Change Orders.

15.4 Taxes Included in Subcontract Sum

15.4.1 The Subcontract Sum shall include all taxes which are legally enacted at the time that this Agreement is executed.

15.5 No Escalation

15.5.1 The Subcontractor understands and agrees that escalation in the costs of labor and/or materials, regardless of the cause for such escalation, including the Contractor’s delay, and the time of such escalation, shall not constitute a Change or entitle the Subcontractor to a Change Order or additional payment of any nature.

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15.6 Cost Overruns

15.6.1 If the aggregate of the actual Cost of the Work and the Base Fee exceeds the Subcontract Sum, as adjusted pursuant to the terms of this Agreement, the Subcontractor shall pay and bear the entire amount of such excess.

15.7 Shortfall

15.7.1 Each Application for Payment submitted by the Subcontractor shall constitute a representation that to the best knowledge of the Subcontractor the undisbursed remainder of the Subcontract Sum will be sufficient to fund the performance and completion of the Work. If at any time the Contractor, in good faith, determines that the undisbursed remainder of the Subcontract Sum will not be sufficient to complete the Work, then no additional payments shall be made to the Subcontractor hereunder unless and until the Subcontractor, at its sole cost and expense, performs a sufficient portion of the Work so that the portion of the Subcontract Sum then remaining unpaid, as reasonably determined by the Contractor, shall be sufficient to complete the Work.

15.8 Progress Payments

15.8.1 Based upon each Application for Payment and accompanying documents submitted by the Subcontractor in accordance with this Agreement, and the Certificates for Payment, the Construction Manager shall make progress payments to the Subcontractor in accordance with the terms of this Section 15.15. Each Application for Payment shall include a verified statement in the prescribed form setting forth the information required under Section 220(a) of the Labor Law and an executed original Subcontractor’s Waiver and Release of Lien.

15.8.2 Subject to the other provisions of this Agreement, the amount of each monthly progress payment shall be computed as follows:

a. calculate the product of (i) the Subcontract Sum, times (ii) the Percentage of Completion of all construction Work required under Agreement, as determined by the Construction Manager and the Director, based on the Schedule of Values;

b. subject to fulfillment of all of the terms and conditions set forth in Exhibit D of the Prime Agreement and Section 15.16.3 of this Agreement with respect to stored equipment and fabricated materials, subject to approval by the Director, add eighty-five (85%) percent of the portion of the Subcontract Sum incurred to date which is allocable to such equipment and fabricated materials stored in accordance with Exhibit D of the Prime Agreement and Section 15.16.3 of this Agreement;

c. subtract the amount retained from previous progress payments under this Section 15.15.2 that has not yet been paid to the Subcontractor;

d. subtract amounts already paid to the Subcontractor in respect of the Subcontract Sum (including any retainage paid);

e. subtract retainage on the subject progress payment pursuant to Section 15.15.3 hereof; and

f. subtract amounts withheld under Section 15.18 hereof.

15.8.3 Until Substantial Completion of the Work, the Construction Manager shall deduct and retain 5% of the value of the construction Work certified for payment in each partial payment voucher. Upon determination by the Director that the Work required is substantially complete, the retainage shall be reduced to 1% of the value of the construction Work certified for payment in each partial payment voucher,

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which amount shall be retained by the Construction Manager in accordance with Article 25 of the Prime Agreement.

15.8.4 Provided that the completed Application for Payment was timely submitted, each progress payment shall be made to the Subcontractor within forty-five (45) days, provided that Construction Manager has received the corresponding payment from Owner. The Construction Manager reserves the right, in its sole and absolute discretion, to issue any portion of a progress payment as a joint or two-party check payable to the Subcontractor and any sub-subcontractor or other party payable pursuant to the applicable Application for Payment.

15.8.5 The Subcontractor shall use the sums paid to it as progress payments solely for the purpose of the performance of, and payment for, the Work. The Subcontractor shall hold all monies received in trust for such purpose in accordance with Applicable Laws.

15.8.6 Promptly upon request from the Construction Manager, the Subcontractor shall furnish to the Construction Manager satisfactory proof as to the disposition of any monies paid to the Subcontractor hereunder; provided, however, no provisions hereof shall be construed to require the Construction Manager to see to the proper disposition or application of such monies.

15.8.7 The Subcontractor shall promptly pay all costs incurred in performance of the Work, and, at the request of the Construction Manager, shall deliver to the Construction Manager copies of all invoices, receipts, affidavits and other evidence of payment. The Subcontractor shall furnish to the Construction Manager appropriate releases and satisfactions from all sub-subcontractors, suppliers and other parties furnishing labor or materials in the performance of the Work. The Subcontractor shall maintain its accounts separately with each sub-subcontractor and will provide, upon the Construction Manager’s written request, a certified statement as to the payments received and payments made to any particular sub-subcontractor. The Construction Manager shall have the right to contact sub-subcontractors directly to ascertain (i) what amounts, if any, are due to them from the Subcontractor, (ii) the projected costs of completing their remaining portion of the Work, and (iii) the scope, amount and substance of any claims or disputes between them and the Subcontractor. To the extent any funds to be disbursed by the Construction Manager to the Subcontractor under this Agreement include sums payable by the Subcontractor to any sub-subcontractor, the Construction Manager may, at its election, disburse such sums to the Subcontractor by means of a check payable jointly to the Subcontractor and the applicable sub-subcontractor. Upon the Contractor’s receipt of evidence, or in the event that Contractor shall otherwise determine, that the Subcontractor shall be delinquent or shall have defaulted with respect to its obligations to make payments to any of its sub-subcontractors, or otherwise of any monies due and owing for labor, materials, supplies or equipment related to or incorporated in the Project, and if Contractor determines, in its sole but reasonable judgment, that it would be beneficial to, and in the interests of, the prosecution of the work of the Prime Agreement under the Contract Documents, the Contractor reserves the right, upon forty-eight (48) hours’ prior written notice to the Subcontractor (“Notice of Intention”), to retain any monies then due or thereafter becoming due to the Subcontractor under this Agreement and pay the same directly for labor, materials, equipment, tools, plant, facilities, services and all other obligations of the Subcontractor arising out of the Work. Any such payments may be by joint check, payable to Subcontractor and the person or entity to which the money is determined to be owed; provided, however, that if within forty-eight (48) hours after issuance of such Notice of Intention, Subcontractor submits evidence sufficient in Contractor’s sole judgment that there is a good faith dispute concerning said alleged delinquency and provides adequate assurances that the progress of the Work and the costs or time of performance of the work of the Prime Contract will not be adversely affected, Contractor will not exercise its rights as aforesaid.

15.9 Application for Payment

15.9.1 Requisitions for payment may be submitted as the work progresses, but not more often than once a month. Unless otherwise required by the Prime Agreement, Subcontractor is required to submit its application for payment monthly, by the 25th day of each calendar month, for the work performed during that month. Requisitions shall be in the authorized form and shall set forth the services performed by

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Subcontractor and the total amount of partial payment requested. Pursuant to a schedule to be established by the Contractor, the Subcontractor shall submit to the Contractor a preliminary Application for Payment for Work completed and projected to be completed each month, in accordance with the Schedule of Values, in a form acceptable to the Contractor. The Subcontractor shall receive, review, and recommend for payment, in whole or in part, all Sub-subcontractors’ pay requests and assemble all costs on a monthly basis into a single Application for Payment. The Subcontractor shall meet with Contractor within five (5) days after the delivery of such preliminary Application for Payment to review same. Subcontractor shall submit one original and two copies of each requisition for payment based on the aforesaid preliminary copy and incorporating any changes thereto agreed upon after such review meeting, which requisition shall consist of not less than that required under this Agreement in a form of requisition acceptable to the Director and verified by Subcontractor, with an affidavit and waiver of lien by each sub-subcontractor and supplier to be paid pursuant to the requisition and by Subcontractor, with verified payroll reports from each sub-subcontractor and from Subcontractor, and with those regulatory documents pertinent to the Work for the period, such as waste manifests. The total amount of partial payment requested shall be broken down into the following categories, to the extent the category applies to the payment period: (1) Construction Work and (2) Additional Services. Requisitions for payment shall be accompanied by the documentation set forth below.

(a) Project Progress Report: Subcontractor shall submit a current report indicating (1) the percentage of completion of all required Work of the Subcontractor, and (2) the services Subcontractor was directed to provide during the payment period. If requested, Subcontractor shall furnish a forecast of the amount of the next month’s expected application for payment.

(b) Construction Work: For any period for which Subcontractor is requesting payment for construction work, Subcontractor shall submit the documentation set forth below and any additional documentation required by the Director:

(1) Current report indicating: (1) the name and type of construction Work performed by Subcontractor, and (2) the percentage of completion of all required construction Work under that subcontract.

(2) Certified copies of payroll reports for Subcontractors and all sub-subcontractors of whatever tier which have performed construction Work for the Project pursuant to this Agreement.

(c) Each Application for Payment shall contain a separate category for cost of materials stored off-site (subject to fulfillment of all of the terms and conditions set forth in Section 15.16.3 hereof) and applicable retainage

(d) Miscellaneous Expenses: For any period for which Subcontractor is requesting reimbursement for expenses incurred for miscellaneous items for which reimbursement is permitted under this Agreement, Subcontractor shall submit: (1) a report describing the miscellaneous items Subcontractor was directed to provide, and (2) receipted bills or any other data required by the Construction Manager and/or the Director.

(e) Extra Work: For any period for which Subcontractor is requesting reimbursement for expenses incurred for Extra Work, Subcontractor shall submit: (1) a report describing the Extra Work Subcontractor was directed to provide, and (2) receipted bills or any other data required by the Construction Manager and/or the Director.

(f) Particular attention shall be paid by Subcontractor to timely submission of EEO, MBE, DBE, WBE and similar requirements of the Contract Documents required by the Owner. Delay in submitting any of these documents may cause delay in payment.

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15.9.2 Each Application for Payment shall be accompanied by (a) cost data to support the application (including AIA forms G702 and G703 or such other form acceptable to the Director, accurately reflecting current percentage of completion on a line-item basis, verified invoices and labor sheets); (b) the Subcontractor’s certification in a form acceptable to the Contractor, executed by the Subcontractor; (c) a Subcontractor’s Waiver and Release of Lien executed by Subcontractor, all sub-subcontractors and suppliers and any person who has filed a preliminary notice on the Project or with respect to all Work for which payment is requested; (d) Subcontractor’s Waiver and Release of Liens, executed by, respectively, the Subcontractor, and all sub-subcontractors and suppliers, with respect to all Work for which payment was made at least twenty (20) days prior to the submission of the Application for Payment; (e) an updated list of Sub-subcontractors and suppliers and a disbursement record, in a form acceptable to the Contractor, reflecting each disbursement made to date to all Sub-sub contractors and suppliers; and (f) any other documents or materials required by other provisions of this Agreement to be delivered with an Application for Payment. If required by Contractor, pay quantities and daily reports shall be turned in daily to Contractor’s project representative. Failure to do so may delay payment.

15.9.3 In the event of any disputes between Subcontractor and its laborers, sub-subcontractors, suppliers or others, Subcontractor may except same from its requisition for payment, but shall furnish complete details as to the nature of such disputes, showing that Contractor is fully indemnified from any loss emanating from such dispute. Should Subcontractor fail to furnish such affidavit, no payments shall be made or be deemed to be due to Subcontractor.

15.9.4 Unless otherwise agreed in writing, and notwithstanding anything to the contrary contained in this Agreement, the Contractor will make payment only on account of equipment and materials purchased by the Subcontractor for installation and incorporation into the Work when such equipment and materials have been installed; provided, however, when such materials and equipment are needed to maintain the sequence of the Work and have been delivered to and safely stored and protected at the Project Site, or at an off-site location approved in advance and in writing by the Contractor, the Contractor will make payment on account of such materials and equipment if the following conditions shall have been satisfied: (i) the Contractor shall have verified the storage of the same; (ii) if the materials are stored off-site, then the Contractor will only make payment on account of fabricated materials (i.e., not raw materials); (iii) compliance by the Subcontractor with procedures satisfactory to the Contractor to establish the Contractor’s title to such stored equipment and materials or otherwise protect the Contractor’s interest, which procedures shall include, for any such equipment and fabricated materials stored off the Project Site, applicable insurance, storage and transportation to the Project Site; (iv) title to any such equipment and fabricated materials stored off-site passing to the Contractor upon payment therefor; provided, however, that the Subcontractor shall bear the risk of loss of equipment and fabricated materials at all times during transportation to the Project Site and while equipment and fabricated materials are stored, and the Subcontractor shall be responsible for the proper care, storage, receipt, delivery, unloading, storage, preservation, insurance and protection of all equipment and fabricated materials it is to furnish, install, provide or have provided to it under this Agreement; and (v) the equipment and fabricated materials stored off-site shall be appropriately tagged and segregated in order to further protect the Contractor’s interest therein prior to delivery thereof to the Project Site. The Subcontractor hereby absolutely and unconditionally guarantees to the Contractor delivery of all equipment and fabricated materials stored off-site as aforesaid, free and clear of all liens and encumbrances, and the Subcontractor shall indemnify, defend and save the Contractor harmless from and against any and all loss, cost, expense, liability, damage or injury, including legal fees and disbursements, that the Contractor may directly or indirectly sustain, suffer or incur, arising or resulting, directly or indirectly, from such storage of equipment and fabricated materials off-site or from the failure of any Sub-subcontractor or supplier to deliver such stored equipment and fabricated materials to the Contractor as and when called for by the Contractor or the Subcontractor.

15.10 Certificates for Payment

15.10.1 Provided that the Construction Manager shall have received the corresponding certificate from CUCF or the Architect, the Construction Manager will, within twenty-five (25) days after the receipt of Subcontractor’s Application for Payment, either (i) approve all or part of the amount requested by the

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Subcontractor in such Application for Payment, or (ii) notify the Subcontractor in writing of its reasons for withholding approval. If and to the extent that the Construction Manager approves the Application for Payment, the Construction Manager will prepare and will submit to CUCF, in accordance with Article 42 of the Prime Agreement, an application for payment which shall include amounts certified by the Construction Manager for payment to Subcontractor. If the Contractor declines to approve an Application for Payment, in whole or in part, the Contractor shall provide the Subcontractor with a statement describing generally the reasons for Contractor’s disapproval; provided, however, the Contractor’s failure to provide such statement to the Subcontractor shall not operate to waive the Contractor’s right to disapprove such Application for Payment, in whole or in part, or nullify any such disapproval.

15.11 Disapproving the Application for Payment or Otherwise Withholding Payment

15.11.1 If any one or more of the following conditions exist:

a. defective or non-conforming Work has not been remedied;

b. the Work has not progressed to the point indicated in an Application for Payment;

c. third party claims have been filed or reasonable evidence exists indicating likelihood of the filing of such claims;

d. failure of the Subcontractor to make payments promptly to Sub-subcontractors or suppliers for Work performed or labor or materials furnished for the Subcontractor, provided the Contractor has previously made payment to the Subcontractor for such amounts under the Contract Documents;

e. damage to the property of the Contractor or any Separate Contractor caused by the Subcontractor or any Sub-subcontractor;

f. failure to carry out the Work in accordance with the Contract Documents;

g. if the Schedule of Values has been amended, modified, revised or supplemented since the last progress payment, failure by the Subcontractor to provide the Schedule of Values with the next Application for Payment;

h. failure by the Subcontractor to maintain an up-to-date set of Subcontractors’ As-built Drawings and Composite As-built Drawings as provided in the Contract Documents;

i. filing by any of the Subcontractor’s laborers, suppliers, or Sub-subcontractors of a mechanic’s lien against the Project Site, and the Subcontractor has not caused the lien to be discharged pursuant to Section 15.24.1;

j. an Event of Default shall have occurred;

k. failure of the Subcontractor to perform its obligations under the Contract Documents;

l. failure of the Subcontractor to provide the Contractor with satisfactory releases and lien waivers;

m. failure of the Subcontractor to provide appropriate personnel in accordance with the requirements of the Contract Documents, if any;

n. failure of the Subcontractor to provide appropriate evidence of insurance in conformance with the requirements of the Contract Documents, if any;

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o. failure of the Subcontractor to provide the Contractor with a complete set of Project Documents for any portion of the Work which has been completed and accepted by the Contractor; or

p. if any part of such payment is attributable to Work which is not performed in accordance with the Contract Documents, the Contractor may (i) disapprove, in whole or in part, an Application for Payment (ii) otherwise decide to withhold payment, in whole or in part, from the Subcontractor, or (iii) nullify the whole or a part of a payment previously made because of subsequently discovered evidence or subsequent observations, in each case to the extent necessary to protect the Owner and/or the Contractor from loss.

15.11.2 If and when the conditions giving rise to the disapproval, withholding or nullification described in Section 15.18.1 hereof have been cured, payment will be made of the applicable withheld amounts, subject to the Contractor’s right to withhold payment as may be provided elsewhere in this Agreement.

15.11.3 If the Contractor is permitted under the provisions of this Section 15.18 or any other provisions of this Agreement to disapprove an Application for Payment, in whole or in part, or withhold or nullify any payment to the Subcontractor, and the Contractor does in fact do so, the Subcontractor shall continue to perform the Work despite such action by the Contractor. Any stoppage of the Work by the Subcontractor due to such action by the Contractor shall be a material breach of this Agreement. The Contractor shall not be deemed to be in breach of this Agreement by reason of any such disapproval, withholding or nullification.

15.12 No Waiver

15.12.1 No progress payment made hereunder shall be deemed to constitute CUCF’s or the Contractor’s final acceptance or approval of the Work to which such progress payment relates or to relieve the Subcontractor of any of its obligations, or waive any of the Contractor’s rights or remedies, with respect to such Work.

15.13 Substantial Completion Requisition: Upon written determination by the Construction Manager and the Director that the Work is substantially complete, Subcontractor shall submit to the Construction Manager a requisition for a Substantial Completion payment. Subcontractor must submit the following with such requisition:

(a) Final verified statement of any and all alleged claims against the Construction Manager and/or CUCF, and any pending dispute resolution procedures in accord with this Agreement, in any way connected with or arising out of this Agreement (including those as to which details may have been furnished pursuant to this Agreement). With respect to each such claim, Subcontractor shall set forth the total amount thereof, the various items of labor and materials included therein, and the alleged value of each item; and if the alleged claim be one for delay, the alleged cause of each such delay, the period or periods of time, giving the dates when Subcontractor claims the performance of the Work or a particular part thereof, was delayed, and an itemized statement and breakdown of the amount claimed for each such delay. With reference to each such claim, the Director, the Comptroller and the Construction Manager shall have the same right to inspect, and to make extracts or copies of, books, vouchers, records, etc., of Subcontractor or its sub-subcontractors. Nothing contained in this Article is intended to or shall relieve Subcontractor from the obligation of giving timely notice of claims pursuant to other provisions of the Prime Agreement or this Agreement. Subcontractor is warned that unless such claims are completely set forth as herein required, Subcontractor, upon acceptance of the Substantial Completion payment pursuant to this Article, will have waived any such claims arising out of the Work for which payment is requested.

(b) Final written complete punch list and a date for completion of all required Work. The punch list and completion date are subject to the written acceptance of the Construction

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Manager and the Director.

(c) If required, a request for a substantial or final extension of time.

15.14 Substantial Completion Payment: In accordance with the Prime Agreement, the Director shall issue a voucher calling for payment to the Construction Manager of any part or all of the balance due for Work for which payment is requested by Subcontractor, including moneys retained hereunder, less any and all deductions authorized to be made by the Director, under the Prime Agreement or by law, and less twice the amount the Director considers necessary to ensure the completion of the balance of the Work of Subcontractor. No further partial payments shall be made to Subcontractor after the Director determines that the Work is substantially complete, except the Substantial Completion payment and any requisitions for partial payment that were properly filed with the Director prior to the date of Substantial Completion; provided, however, the Director may grant a waiver for further partial payments after the date of Substantial Completion to permit payments for change order work and/or release of retainage and deposits pursuant to Article 25 of the Prime Agreement. Such waiver shall be in writing.

15.15 Final Completion Requisition and Payment

15.15.1 Within twenty (20) days after Final Acceptance by the Director of the Work, the Subcontractor shall submit to the Construction Manager all required certificates and documents, together with its Applications for Payment for the Final Payment, less the amount authorized to be retained for maintenance under Article 25 of the Prime Agreement. A verified statement similar to that required in connection with applications for partial payments shall also be submitted by Subcontractor to the Construction Manager for submittal to the Director. In order for the Construction Manager to make the Final Payment, such Applications for Payment shall contain, and be accompanied by, the information and documents required for the Applications for Payment for progress payments specified in Article 15 of this Agreement and, in addition, the following:

a. All of the Project Documents relating to the Work;

b. A certification from Subcontractor that all of the Project Documents for which Subcontractor was responsible have been delivered by Subcontractor to the Construction Manager and are complete and accurate;

c. Any evidence that the Director and Construction Manager may require in order to demonstrate that all sub-subcontractors, suppliers and laborers have fully discharged their respective obligations and been paid or will be paid in full from the proceeds of the Final Payment;

d. Written confirmation from the Architect and/or the Contractor’s Representative stating that all Subcontract Punch List items have been completed;

e. The Subcontractor’s Final Affidavit and Release of Claims;

f. A Final Affidavit and Release of Claims executed by all sub-subcontractors and any person who has filed a lien against the Project Site arising out of or relating to the Work;

g. If required by the Contractor, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of this Agreement, to the extent and in such form as may be designated by the Contractor; and

h. Any consents to the Final Payment required of sureties, if any.

15.15.2 Subcontractor must also submit with the final requisition for Work performed any amendments to the final verified statement of any and all alleged claims against the Construction Manager and/or against CUCF, and any pending dispute resolution procedures in accord with this Agreement, in any way connected with or arising out of the Work performed for which payment is requested (including those

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as to which details may have been furnished pursuant to other provisions of this Agreement) that have occurred subsequent to Substantial Completion, setting forth with respect to each such claim the total amount thereof, the various items of labor and materials included therein, and the alleged value of each such item. With reference to each permissible claim, the Director, the Comptroller and the Construction Manager shall have the same right to inspect, and to make extracts or copies of, the books, vouchers, records, etc., of Subcontractor or its sub-subcontractors, as referred to in other provisions of this Agreement. Nothing contained in this Article, is intended to, or shall, relieve Subcontractor from the obligation of giving timely notice of claims pursuant to other provisions of the Prime Agreement or this Agreement. Subcontractor is warned that unless such claims are completely set forth as herein required, Subcontractor upon acceptance of the final payment will have waived any such claims arising out of the Work performed for which payment is requested.

15.15.3 Upon determining the balance due for Work, including the Work of Subcontractor, for which payment is requested, other than on account of claims, the Director's Representative will prepare and certify, and the Director will approve, a voucher for final payment in that amount less any and all deductions authorized to be made by the Director under the Prime Agreement or by law. Upon the Director thereupon certifying the voucher for final payment for Work performed for which payment is requested following completion and acceptance of the work, and payment to the Construction Manager pursuant to such final voucher, less any deductions authorized to be made by the Director under the Prime Agreement or by law, the Construction Manager shall make final payment to Subcontractor hereunder.

15.15.4 Within fifteen (15) days of the making of the Final Payment, the Subcontractor shall complete and submit to the Contractor a final list of sub-subcontractors and a disbursement record in a form acceptable to the Contractor, reflecting all disbursements made to all sub-subcontractors, and, if required by the Contractor, other data establishing payment or satisfaction of all such obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances, arising out of the Contract Documents, to the extent and in such form as may be designated by the Contractor.

15.15.5 The making of the Final Payment to Subcontractor shall not constitute a waiver of any claims by the Contractor arising from (a) unsettled liens, (b) defective Work not discovered by the Contractor until after making such Final Payment, (c) the Subcontractor’s failure to perform any Work in compliance with the requirements of this Agreement, (d) the terms of any warranties or guarantees required by this Agreement or provided at law or in equity, or (e) claims, demands or damages that are discovered or which arise after Final Payment, or which are covered by any indemnity set forth in this Agreement. The acceptance by the Subcontractor of the Final Payment shall constitute a waiver of all claims by the Subcontractor.

15.16 Right of Offset

15.16.1 In addition to any right of setoff provided by law, all amounts due the Subcontractor shall be considered net of indebtedness of the Subcontractor to the Contractor and its Affiliates, or any damages due to the Contractor hereunder by reason of the Subcontractor’s breach of this Agreement and the Contractor may deduct any amounts due or to become due from the Subcontractor to the Contractor from any sums or damages due or to become due from the Contractor to the Subcontractor.

15.17 Mechanic’s Liens

15.17.1 The Subcontractor shall promptly pay all costs incurred by it in connection with Work performed by itself and its sub-subcontractors. If the Subcontractor fails to promptly pay any such costs, the Contractor reserves the right to apply any monies due to the Subcontractor towards the payments of such costs. If any sub-subcontractor, or anyone claiming by, through or under Subcontractor or any sub-subcontractor, shall file or cause to be filed any mechanic’s lien, notice of pendency, stop order or comparable lien or filing, the Subcontractor shall, within five (5) days after of learning of such filing, whether from the Contractor or any other source, cause the same to be discharged of record, by bonding or otherwise. In the event the Subcontractor shall have failed to effectuate said discharge within such five (5)

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day period, the Contractor shall have the right to do so, by bonding or otherwise, and, in that event, any expense incurred by the Contractor in connection therewith, including the premiums due for any bond furnished for such discharge and reasonable attorneys’ fees and disbursements, shall be paid by the Subcontractor upon demand or, at the option of the Contractor, shall be deducted from any payment then due or thereafter becoming due from the Contractor to the Subcontractor under this Agreement. Notwithstanding any of the foregoing, until such time as such mechanic’s lien, notice of pendency, stop order or comparable lien or filing is discharged, the Contractor shall be permitted to withhold from the Subcontractor an equal amount to one hundred fifty (150%) percent of the amount of such claim, plus any reasonable expenses which may be incurred in discharging the lien. The Contractor’s rights set forth herein are absolute, and are not dependent upon the ultimate validity of such lien, claim, suit, attachment, notice or encumbrance. Any amounts retained by Contractor, as aforesaid, shall not bear interest and need not be released to Subcontractor until the invalidity of such lien, claim, suit, attachment, notice or encumbrance has been conclusively determined by a tribunal of competent jurisdiction, or has been properly paid and satisfied and the documents evidencing such disposition have been presented to Contractor.

15.18 Subordination of Liens

15.18.1 To the extent not prohibited by law, the Subcontractor hereby subordinates all contractor’s, laborer’s, mechanic’s, materialmen’s and similar liens that it may have or acquire hereunder as to the Work to the liens securing payment of sums now or hereinafter borrowed by the Contractor. At the request of the Contractor, the Subcontractor shall execute such additional documents as may be requested from time to time by the Contractor or its lender to give effect to the provisions hereof, and, to the extent not prohibited by law, shall cause Sub-subcontractors and other parties furnishing labor or materials for the Work to subordinate their liens to such aforesaid sums.

15.19 No Security Interests

15.19.1 The Subcontractor shall not enter into any contract for the supply of any component of the Work which purports to grant a security interest or right of repossession to any person or entity respecting the Work or the Project Site, or any portions thereof or chattels placed thereon.

15.20 Subcontractor’s Records

15.20.1 The Subcontractor shall maintain accurate records, on a generally accepted accounting basis acceptable to the Contractor, of the items constituting the Subcontract Sum, the hours worked by the Subcontractor’s employees and personnel in the performance of the Work, the name and job title of such Subcontractor’s employees and personnel, and the compensation paid to it. Upon reasonable notice from the Contractor, these records shall be available at the Subcontractor’s office during business hours for review and copying by the Contractor and its representatives and employees. The Subcontractor shall retain these records for a period of ten (10) years after Final Completion or the earlier termination of this Agreement.

15.20.2 In the event that an inspection of the Subcontractor’s records reveals any discrepancy or overpayment by the Contractor on account of the Subcontract costs paid pursuant to this Agreement, the Contractor shall, upon discovery of such discrepancy and demand for reimbursement, be repaid an amount equal to such overpayment along with interest thereon from the date of payment to Subcontractor at a rate of nine percent (9%) per annum.

15.21 Superseding Article 35-E of General Business Law of State of New York

15.21.1 It is the intention of the parties that, to the extent not prohibited by Article 35-E of the General Business Law of the State of New York, commonly known as the ‘Prompt Payment Act’ (the “Prompt Payment Act”), or otherwise expressly provided in this Agreement, the terms and conditions of this Agreement shall supersede the provisions of the Prompt Payment Act in their entirety and, accordingly, (i) the Prompt Payment Act shall not apply to this Agreement, and (ii) the absence of a provision in this Agreement covering any matter addressed in the Prompt Payment Act shall not be construed to mean that

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the parties have agreed that the applicable provision in the Prompt Payment Act shall govern with respect to that matter.

ARTICLE 16 - DISPUTES AND CLAIMS

16.1 Disputes between the Contractor and the Subcontractor

16.1.1 In consideration of and as a material inducement to the Construction Manager to enter into this Agreement, Subcontractor agrees that any Claim, as defined in Article 1, and any Dispute, as that term is defined in this Article 16, shall be determined in accordance with the provisions of Article 29 of the Prime Agreement and this Article 16. Subcontractor hereby agrees to submit to the dispute resolution procedures set forth therein and herein and that such procedures shall be the exclusive means for determining any Dispute, and consents to be joined in any mediation, arbitration or other alternative dispute resolution proceeding to which the Construction Manager or CUCF is a party concerning any such Dispute.

16.1.2. All claims, controversies or disputes Subcontractor may have in relation to this Agreement or the Work hereunder, including without limitation all claims, controversies or disputes a sub-subcontractor or a supplier to Subcontractor may have in relation to this Agreement, (each a “Dispute”), to the extent permitted by law, shall be resolved exclusively by the procedure set forth in this Article. Without limitation, this procedure covers Disputes concerning: (1) the scope of the Work related to this Agreement, (2) any direction given by CUCF or any governmental agency, (3) the performance by CUCF of its obligations under the Prime Agreement and/or by the Construction Manager of its obligations under this Agreement, (4) the interpretation of the Prime Agreement or of the Contract Documents, (5) if an amount, and what amount, if any, is to be paid for Work or Extra Work or disputed Work performed in connection with this Agreement, (6) every payment to and by Subcontractor, (7) the conformity of the Work with the Prime Agreement and this Agreement or the acceptability and quality of any portion or all of the Work, and (8) any combination of these. Independent of any other provision, time is of the essence to the procedures and to all time requirements set forth in this Article 16. Subcontractor hereby grants CUCF the right to resolve any claim, controversy, or dispute between or amongst CUCF, the Construction Manager and Subcontractor arising under or related to the Prime Agreement, this Agreement, or the Project, including, without limitation, the right of CUCF to resolve any of these by direct payment on behalf of Subcontractor to a sub-subcontractor or supplier to Subcontractor with a corresponding charge against Subcontractor’s balance under this Agreement.

16.1.3. The terms of this Agreement shall remain in full force and effect during the period this dispute resolution procedure is being followed with respect to any Dispute. Subcontractor agrees to continue to perform its obligations hereunder during this period in accordance with this Agreement and as directed by the Construction Manager, including, without limitation, any and all matters covered by the Dispute. Failure of Subcontractor to continue without delay to discharge its obligations hereunder, including, without limitation, to perform any Work, disputed Work and Extra Work as directed, shall constitute a material breach of this Agreement and a waiver by Subcontractor of each Dispute then under review in this procedure. Notwithstanding the requirements of Section 16.1, the Subcontractor acknowledges that a breach of its obligations under this Section 16.1 may cause irreparable harm to the Construction Manager and that there may be no adequate remedy at law available to the Construction Manager by reason of such breach. Accordingly, the Construction Manager shall be entitled to mandatory injunctive relief to enforce Subcontractor’s performance of its obligations hereunder.

16.1.4. During the investigations integral to this procedure, each party shall provide to the other party copies of all information that each provides in response to any requests for information made by the Executive Director of the Department of Design, Construction and Management of CUNY (the “Executive Director”) and by the Vice Chancellor for Facilities Planning, Construction and Management of CUNY (the “Vice Chancellor”).

16.1.5. In any event Subcontractor, either on its own behalf or on behalf of a sub-subcontractor or supplier, fails (a) to submit timely any Notice of Dispute, Dispute Report, Notice of Appeal, or any other information or document required or requested to be provided or (b) to attend without good cause any meeting it is required or requested to attend, pursuant to this procedure, its Dispute shall be deemed waived, and CUCF and the Construction Manager shall be deemed released of all liability for it.

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16.1.6. As either may deem appropriate from time to time, the Executive Director and Vice Chancellor each may obtain technical and other expertise for assistance in evaluating the information related to a Dispute. Each may use mediation and select as a neutral mediator a CUNY employee, who is from a department or office not under the supervision of the Executive Director or Vice Chancellor, or hire a neutral mediator, who is not employed by CUCF or CUNY; Subcontractor agrees to pay the Construction Manager a proportionate share of any fee required to be paid by the Construction Manager to CUCF for the services of a mediator not employed by CUCF or CUNY. All mediation sessions shall be confidential and the parties agree that no mediation session may be the sole source of any information used in any other forum, such as litigation of the Dispute.

16.2 Commencement

Within ten (10) days of any act, omission or condition that gives rise to a Dispute, Subcontractor, both on its own behalf and on behalf of its sub-subcontractors and suppliers, must submit to the Construction Manager written notice of its Dispute. In each such notice, Subcontractor must identify (a) the date on which the Dispute arose, and (b) a brief description of it (with the elements specified in (a) and (b) hereof comprising a “Notice of Dispute”). Subcontractor may add other information it deems relevant. This notice requirement shall not replace any other notice requirement set forth in the Prime Agreement or in this Agreement. For cause, the Executive Director may extend in writing by no more than ten (10) business days the period within which Subcontractor may file the Notice of Dispute. The Construction Manager shall submit the Notice of Dispute to the Executive Director and may, in its sole discretion, elect to include or aggregate the Notice of Dispute, in whole or in part, with any dispute submitted by the Construction Manager to the Executive Director. An additional Dispute related in any fashion to an earlier Dispute that has been properly made must be initiated in full conformity with the requirements of this Section 16.2 and will be void unless submitted in such timely manner. The failure to provide written notice of a Dispute within the time provided for in this Section 16.2 shall render Subcontractor’s claims with respect to such Dispute void and preclude any later assertion thereof by the Subcontractor or any sub-subcontractor or vendor.

16.2.1 In the event of circumstances arising out of the Work which requires the Construction Manager to perform an investigation related to the Work that may give rise to a Dispute, Claim or potential Claim, and upon request of the Construction Manager, the Subcontractor shall do the following:

a. Provide full and immediate cooperation to the Construction Manager and its representatives who are charged with investigating the nature and circumstances of the claim or potential claim;

b. Produce all documents and materials in its possession as requested by the Construction Manager or its representatives;

c. Require all requested personnel (including those of sub-subcontractors) to provide their assistance with the investigation;

d. Assist the Construction Manager, experts, attorneys and other representatives of the Construction Manager during the course of the Investigation;

e. If requested, provide information pertaining to the investigation under oath;

f. Furnish such other documents or information that may be relevant to the investigation;

g. Assist in the investigation of the Design Professional or any other party performing services or providing work, labor or material in connection with the Project or the Work; and

h. If requested by the Construction Manager, attend any arbitration, mediation or litigation action or proceeding in connection with the Project, without need for the issuance of a subpoena unless one is ordered by a dispute resolution board or court of law.

16.2.2 Under no circumstances shall any of the obligations set forth in this Article 16 affect the Subcontractor’s duty to perform the Work in a professional manner. This Article 16 is solely intended to aid the

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Construction Manager in the investigation of Disputes, Claims or potential Claims arising out of the Work and to facilitate the expeditious resolution of such Claims or potential Claims in order to ensure that the Work is completed in accordance with the Contract Documents.

16.3 Filing the Dispute

Within twenty (20) business days after submission of a Notice of Dispute to the Construction Manager, Subcontractor must submit to the Construction Manager an original and one copy (a) of a full written description of its Dispute, (b) of the resolution it requests, (c) of all documentation related to the Dispute, such as written orders from CUCF and the Construction Manager, and, as to any resolution that includes a payment of any sum, all supporting documentation that specifies the sum at issue and all computations required to arrive at the sum, and (d) of any other findings or decisions the Construction Manager asks CUCF and the Construction Manager to reach (with all of these elements comprising a “Dispute Report”). Subcontractor may add other information it deems relevant. For cause, the Executive Director and the Vice Chancellor may extend in writing by no more than ten (10) business days the period within which the Construction Manager may file the Dispute Report. The Construction Manager shall submit the Dispute Report to the Executive Director and may, in its sole discretion, elect to include or aggregate the Dispute Report, in whole or in part, with any dispute report submitted by the Construction Manager to the Executive Director.

16.4 Investigation, Meetings, and Notice of Appeal

16.4.1. After receipt of the Dispute Report, the Executive Director shall investigate it, may require additional information from CUCF staff, from the Construction Manager and from Subcontractor, and may convene meetings with the Construction Manager and/or Subcontractor, including any relevant sub-subcontractor, and CUCF staff to resolve the Dispute. The Executive Director may resolve the Dispute by negotiating terms acceptable to the Construction Manager, Subcontractor and CUCF (a “Negotiated Resolution”). The Executive Director shall put in writing any Negotiated Resolution to be executed by the Construction Manager, Subcontractor and CUCF. Alternatively, after completing this investigation of the Dispute, the Executive Director may issue written findings and resolve the Dispute unilaterally, without negotiation, in a written decision (a “Unilateral Resolution”) that CUCF shall send to the Construction Manager by certified mail, return receipt requested, and to the CUCF staff for implementation. The Construction Manager shall promptly furnish a copy of any Unilateral Determination to Subcontractor. Any Unilateral Resolution rendered by the Executive Director, and not timely appealed by Subcontractor pursuant to the procedure described below, shall be final and binding upon the parties, including Subcontractor and its sub-subcontractors and suppliers upon expiration of the tenth day after the Construction Manager receives any such Unilateral Resolution.

16.4.2. Subcontractor, on its own behalf and on behalf of a sub-subcontractor, may request that the Construction Manager submit an appeal if (a) the Executive Director is unable to reach a Negotiated Resolution or (b) Subcontractor receives a Unilateral Resolution with which Subcontractor disagrees. Subcontractor must commence any such appeal by submitting to the Construction Manager a written notice to be submitted to the Vice Chancellor requesting the Vice Chancellor to resolve the Dispute or to revise the Unilateral Resolution, as the case may be (“Notice of Appeal”). Subcontractor acknowledges that the Prime Agreement required the Construction Manager to file the Notice of Appeal within thirty (30) consecutive calendar days after the Executive Director receives the Dispute Report in the case of a failure to reach a Negotiated Resolution or, within ten (10) consecutive calendar days after the Construction Manager receives any Unilateral Resolution with which Subcontractor disagrees. Consequently, Subcontractor shall submit a Notice of Appeal pursuant to this paragraph to the Construction Manager in sufficient time to enable the Construction Manager to timely submit such Notice of Appeal to the Vice Chancellor, but in no event less than three (3) business days before the deadline for the Construction Manager to submit the Notice of Appeal to the Vice Chancellor. The Construction Manager shall have no responsibility for failure to timely deliver a Notice of Appeal to the Vice Chancellor if Subcontractor shall fail to deliver same to the Construction Manager within the time required by this paragraph.

16.5 Appeal

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After submittal to the Vice Chancellor of the Notice of Appeal, the Vice Chancellor shall investigate the Dispute, may require additional information from CUCF staff, from the Construction Manager and from Subcontractor, and may convene meetings with the Construction Manager and Subcontractor, including any relevant sub-subcontractor, and CUCF staff to resolve the Dispute. The Vice Chancellor may resolve the Dispute by negotiating terms acceptable to the Construction Manager, Subcontractor and CUCF. The Vice Chancellor shall put in writing any such resolution to be executed by the Construction Manager and the CUCF. Alternatively, after completing this investigation of the Dispute, the Vice Chancellor may issue written findings and resolve the Dispute unilaterally, without negotiation, in a written final decision that CUCF shall provide to the Construction Manager and to the Executive Director for implementation, a copy of which shall be promptly furnished by the Construction Manager to Subcontractor. If the Vice Chancellor is unable to resolve the Dispute within thirty (30) consecutive calendar days of receiving the Notice of Appeal or if within ten (10) consecutive calendar days after the Construction Manager receives from the Vice Chancellor a written final decision with which the Construction Manager disagrees, Subcontractor, on its own behalf and on behalf of its sub-subcontractors, agrees that its only remedy shall be an appeal pursuant to Article 78 of the Civil Practice Laws and Rules of the State of New York.

16.6 Claims and Actions Thereon 16.6.1 No claim by Subcontractor against Construction Manager, or, to the extent expressly permitted by the Prime Agreement, against CUCF for damages for breach of contract or compensation for Extra Work shall be made or asserted in any action or proceeding at law or in equity, unless Subcontractor shall have strictly complied with all requirements relating to the giving of notice and of information with respect to such claims as provided in this Agreement. The failure of Subcontractor to timely and strictly comply with the requirements of this Article 16, or any of the related requirements of the Prime Agreement, shall be conclusively deemed to be a waiver by Subcontractor of, and will relieve contractor of all responsibility to present or pay for, any such Claim or dispute.

16.6.2 No action or proceeding shall be instituted or maintained by Subcontractor on any claims unless such action or proceeding be commenced within six (6) months after the date of the filing of the final payment voucher pursuant to the Prime Agreement; except that an action or proceeding on a claim for moneys deducted, retained or withheld under the provisions of this Agreement or by law, must be commenced within six (6) months after the date of final payment hereunder or after such moneys become due and payable hereunder, whichever is later, and, further, except that an action or proceeding on a claim based upon the Director’s or Construction Manager’s exercise of the right to terminate this Agreement for cause must be commenced within six (6) months after the date on which this Agreement is so terminated for cause.

16.7 No claim whatsoever shall be made by Subcontractor against any officer, agent, or employee of the Construction Manager or CUCF for, or on account of, anything done or omitted to be done in connection with this Agreement. Subcontractor further agrees that it shall make no claim against CUCF, its officers, agents or employees, by reason of this Agreement, or any acts or omissions of the Construction Manager; provided however, such restrictions shall not apply to (a) demands filed by Subcontractor pursuant to Article 10.6 of the Prime Agreement, or (b) disputes submitted by Subcontractor pursuant to dispute resolution provisions contained in this Agreement.

ARTICLE 17 - ACCOUNTING REQUIREMENTS

17.1 General Matters

17.1.1 The Subcontractor shall keep complete and detailed accounts and records of all costs including in the Subcontract Sum, which accounts and records shall be adequate to verify the amount and expenditure of such costs and in such form and detail as may be acceptable to CUCF and the Construction Manager. The Subcontractor shall exercise such controls as may be necessary for proper financial management of the Work. The Subcontractor shall maintain a complete set of such accounts and records, including but not limited to the original payrolls or transcripts thereof which Subcontractor and its sub-subcontractors are required to maintain pursuant to Labor Law Section 220, at the Subcontractor’s field office and institute appropriate back-up systems (hard copy and computerized) to safeguard the information.

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Within five (5) days after a written request by the Director, the Contracting Officers, the Comptroller or the Construction Manager, Subcontractor shall produce on the Site of the Work to the requesting party supporting documentation, in both hard copies and computer readable format, for amounts paid or payable by the Contractor, including invoices and payroll records or transcripts thereof, subscribed and affirmed by it as true, and the statements signed by each worker pursuant to this Agreement. In addition, the Subcontractor shall furnish to the Director upon written demand any other information to satisfy the Director that this Agreement and the Labor Law, as to the hours of employment and rates of wages, are being observed. Subcontractor shall maintain the payrolls or transcripts thereof during the term of this Agreement and for six (6) years from the date of completion of the Work of this Agreement.

17.1.2 The Subcontractor shall maintain appropriate internal control and review procedures. The Owner and the Owner’s accountants and representatives and/or the Contractor, the Contractor’s accountant and representatives shall be afforded access to, and the right to audit, the Subcontractor’s Books and Records, and the Subcontractor shall preserve all of the same, during the term of this Agreement and for the period of six (6) years after Final Completion of the Project or the earlier termination of this Agreement, or for such longer period as may be required by law. If any such audit reveals overcharges, the Subcontractor shall, upon demand, repay the Owner and/or the Contractor the costs of such audit and all such overcharges, together with interest earned on such overcharges at the rate of ten (10%) percent per annum from the date said overcharged amount was paid to or on behalf of the Subcontractor. Promptly after the expiration of such six (6) year period, the Subcontractor shall deliver to the Owner the originals of all Books and Records and a copy to the Contractor.

17.1.3 The provisions contained in the sub-subcontract with each sub-subcontractor which are equivalent to the provisions in this Article 17 shall expressly provide that the Owner shall have the same rights that the Subcontractor has under such provisions and that upon the Owner’s and/or Contractor’s request, the sub-subcontractor shall perform its obligations thereunder directly for the benefit of the Owner, as well as the Contractor.

17.1.4 The Owner shall have the same rights that the Contractor has under Article 17 of this Agreement and upon the Owner’s and/or the Contractor’s request, the Subcontractor shall perform its obligations thereunder directly for the benefit of the Owner, as well as the Contractor.

17.2 Cost (Tax) Segregation

17.2.1 The Subcontractor acknowledges that the Owner and/or Contractor may classify components of the Project into the tax depreciation lives available pursuant to the Internal Revenue Code. The Subcontractor shall work with the Owner and the Owner’s representatives and the Contractor and the Contractor’s representatives to provide the required information and all other documents necessary to permit such classification.

17.3 Internal Allocations

17.3.1 The Subcontractor’s accounting and cost control systems shall provide appropriate reports as dictated by the Owner and the Contractor. The Subcontractor shall conform its accounting and cost control systems to the Owner and the Contractor’s reasonable requirements, including Project-specific requirements and requests, including segregating the Subcontract Sum as appropriate.

ARTICLE 18 - CONTRACTOR’S RESPONSIBILITIES

18.1 Contractor’s Requirements

18.1.1 The Contractor shall provide all information reasonably requested by the Subcontractor regarding the Owner’s and the Contractor’s requirements for the Work with reasonable promptness provided such information is in the Contractor’s possession and/or is provided by the Owner to the Contractor.

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18.2 Defects in Work

18.2.1 The Contractor shall promptly notify the Subcontractor of any fault or defect in the Work or non-compliance with the Contract Documents of which it becomes aware, and the Subcontractor shall promptly correct such fault or defect or cause the same to be corrected in accordance with the terms of this Agreement; provided, however, that the failure of the Contractor to so notify the Subcontractor of any such fault, defect or non-compliance shall in no event be deemed to waive, modify or otherwise affect any of the Subcontractor’s obligations or liability hereunder or impose any liability on the Contractor.

ARTICLE 19 - DEFAULT; TERMINATION

19.1 Default; Termination by the Construction Manager

19.1.1 Without limiting the events that may constitute a default by the Subcontractor, the Subcontractor agrees that each and all of the following shall constitute an Event of Default:

a. the Subcontractor abandons the Project;

b. the Subcontractor fails to perform the Work or its obligations to the reasonable satisfaction of Construction Manager and CUCF or to supply the skill, labor, materials, equipment, supervision or other things reasonably required of it to perform in a diligent, efficient, workmanlike, skillful and careful manner or in accordance with the Project Schedule or the provisions of this Agreement as determined by the Owner and/or the Construction Manager in its sole but reasoned judgment;

c. the Subcontractor repudiates its obligations under this Agreement as determined by the Owner and/or the Contractor in its sole and absolute discretion;

d. the Subcontractor fails to use an adequate amount or quality of personnel or equipment to complete the Work without delay or fails to perform promptly and timely any of its material rights and obligations;

e. the Subcontractor causes interference, stoppage, or delay to the Project or to an activity necessary to complete the Project;

f. the Subcontractor fails to maintain required insurance;

g. the Subcontractor makes changes to Key Personnel without the Owner’s and the Contractor’s prior written consent;

h. the Subcontractor fails to provide or utilize the personnel in accordance with the Staffing Plan;

i. the Subcontractor fails to pay Subcontractors properly or promptly or misapplies funds due sub-subcontractors pursuant to the Contract Documents;

j. the Subcontractor certifies or files a document that is found to be intentionally false or incomplete, including, without limitation, any document filed by Subcontractor with the Department of Tax and Finance of the State of New York and any disclosure by Subcontractor with regard to any non-responsibility determination within the five (5) year term preceding the date of the Agreement, which is based on: (A) impermissible contact or other violation of the State of New York State Finance Law §139-j, or (B) the intentional provision of false or incomplete information to a governmental entity;

k. the Subcontractor fails to pay any taxes required in connection with the Work or the Project or pursuant to this Agreement;

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l. the Subcontractor fails in CUCF’s or the Construction Manager’s reasoned judgment to perform any of the obligations, covenants, conditions, or other terms of this Agreement; or

m. the Subcontractor makes an assignment for the benefit of creditors, files a petition in bankruptcy, is adjudged insolvent or bankrupt, applies for the appointment of a receiver of or trustee for the Subcontractor or any substantial part of its property, commences any proceeding under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or there is commenced against the Subcontractor any such proceeding that remains pending for a period of forty-five (45) days, or the Subcontractor by any act indicates its acquiescence in any such proceeding or to the appointment of a receiver of or trustee for the Subcontractor or any substantial part of its property, or suffers any such receivership or trusteeship to continue undischarged for a period of forty-five (45) days.

19.1.2 In every Event of Default by Subcontractor, in addition to every other right or remedy otherwise provided by the Prime Agreement, by this Agreement or by law or by equity, or by any combination of them, after giving Subcontractor written notice of default and no shorter a period than of three (3) business days within which to cure said default, or, if appropriate, to submit a plan to cure said default subject to the approval of the Construction Manager or, where required by the Prime Agreement, by the Director, except in any event the claimed breach affects the public health or safety, then any duration that CUCF and/or Construction Manager deems sufficient, Construction Manager shall have the right to exercise any and every remedy available to it, in any combination, including without limitation, the following:

(a) require that Subcontractor, at no expense to Construction Manager or to CUCF, perform its rights and obligations outside its ordinary hours of business, including performing its rights and obligations on Saturdays, Sundays, holidays, and in excess of eight (8) hours a day and/or forty (40) hours a week and during additional shifts as necessary to overcome the consequences of any delay attributable to Subcontractor’s uncured default: or

(b) attempt to remedy the uncured default on behalf of Subcontractor by whatever means Construction Manager and/or CUCF may deem necessary or appropriate, including, without limitation, correcting, furnishing, performing, or otherwise completing whatever is necessary to effect such a remedy, or any part thereof, by itself or through others, utilizing where appropriate any agreements with any sub-subcontractors or other subcontractors of Construction Manager for the relevant portion of performance, and, without limiting or diminishing any other remedy available to Construction Manager and/or to CUCF, deducting the cost thereof from any monies due or to become due to Subcontractor under any agreement between CUCF and Subcontractor or between the Construction Manager and Subcontractor.

19.1.3 After giving Subcontractor written notice of no fewer than an additional twenty-four (24) hours within which to cure a default (at any time following the expiration of an initial notice-and-cure period) and the Subcontractor fails to cure within such additional period, excepting only the filing of bankruptcy and then only with leave of the bankruptcy court, Construction Manager may terminate this Agreement in writing, as of the date set forth in such writing, in whole or part, without thereby waiving or releasing or suspending or diminishing any right or remedy against Subcontractor or against any sureties, and by itself or through others commence and complete performance of the Agreement or any portion thereof, and take over for Construction Manager’s and CUCF’s sole and unencumbered benefit any or all or any combination of the contracts, purchase orders, sub-subcontracts, and materials of the Subcontractor relating to the Agreement, the Work or the Project, all of which the Subcontractor hereby transfers, assigns and sets over to Construction Manager and/or CUCF upon termination for and until the completion of the Agreement and securing CUCF and Construction Manager the payment of their respective costs and other damages under the Prime Agreement and this Agreement, and for the breach hereof; it being intended that, for the stated purposes, CUCF and/or Construction Manager, as appropriate, shall be the assignee of and have a security interest in the property described above to the extent related to the Agreement or the Project. If Subcontractor, at the of the filing of a bankruptcy petition or similar proceeding, is not in compliance with the schedule of Work, Contractor, while awaiting the decision of Subcontractor or its trustee to reject or to accept this Agreement and provide adequate assurance of Subcontractor’s ability to perform hereunder, may avail itself of such remedies as are reasonably necessary to maintain the schedule of work and the Project schedule.

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19.1.4 Notwithstanding any of the foregoing, if the Subcontractor defaults or fails to carry out any of its obligations under the Contract Documents, regardless of whether this Agreement is terminated, and there is no surety, or after a demand has been made, the surety fails to perform its obligations in a timely manner, the Construction Manager may, upon seventy-two (72) hours written notice to the Subcontractor, and without prejudice to any other right or remedy the Construction Manager may have, carry out any or all of the obligations of the Subcontractor, either directly or through others. In such event, Subcontractor and/or the surety, as applicable, will be liable for any additional costs and expenses arising out of or related to the completion of the Work, including without limitation, any administrative costs, attorneys’ fees, damages, additional expenses of the Design Professional and the cost of any required corrective work. Contractors for the completion of the subject work are not subject to the approval of Subcontractor. Contractor and any of its completing contractors shall have the right to use any plant, equipment, materials or supplies furnished by Subcontractor for performance of this Agreement until all Work has been completed. The performance of such obligations by the Construction Manager or by others shall not relieve the Subcontractor of any obligation or liability for the Work and shall not operate to waive any right or remedy of the Construction Manager.

19.1.5 Any provisions hereof to the contrary notwithstanding, the Construction Manager shall have the right to terminate this Agreement without cause at any time (i.e., for any reason or no reason) as follows: (i) in the event the Owner terminates the Prime Agreement, this Agreement shall be deemed terminated on the effective date of the termination of the Prime Agreement; and (ii) otherwise, by the Construction Manager giving the Subcontractor at least fifteen (15) days written notice. Upon receipt of notice of such termination, the Subcontractor shall promptly take the following actions: (1) suspend performance of the Work as soon as reasonably practicable or on such later date as may be specified in the termination notice and, on and after such date, take no action which will increase the amounts payable by the Construction Manager under this Agreement or by CUCF under the Prime Agreement; (2) perform such acts as may be necessary to preserve and protect all existing Work, including CUCF’s and the Construction Manager’s materials and property; (3) cancel all cancelable orders for material and equipment; and (4) assign to CUCF and deliver to the Site or any other location designated by the Director or Construction Manager, any non-cancelable orders for material and/or equipment that is not capable of use except in the performance of this Agreement and the Prime Agreement, and has been specifically fabricated for the sole purpose of this Agreement and the Prime Agreement and not incorporated in the Work.

19.1.6 Upon termination of the Prime Agreement pursuant to Article 47 thereof, Subcontractor shall:

(a) turn over to Construction Manager, for delivery to CUCF, all documents, reports, and materials, and equipment of any nature specifically relating to this Agreement or this Project, and CUCF which may use the same at its sole discretion without additional payment to Subcontractor; and

(b) upon receipt of notice of such termination, take the following actions and complete them within twenty-four (24) hours of the date specified in the notice:

(1) notwithstanding the generality of the foregoing, Stop Work promptly on the date specified in the notice and on and after that date take no action which will increase the amounts payable by Construction Manager under this Agreement.; and

(2) take such action as may be necessary for the protection and preservation of Construction Manager’s materials and property; and

(3) cancel all cancelable orders for material and equipment; and

(4) assign to CUCF, and deliver to the Site or any other location designated by the Construction Manager or the Director any non-cancelable orders for material and/or equipment that is not capable of use except in the performance of this Agreement, and has been specifically fabricated for the sole purpose of this Agreement and not incorporated in the Work.

19.1.7 Upon termination of this Agreement, whether or not the Prime Agreement shall have been terminated by CUCF pursuant to Article 47 of the Prime Agreement, Subcontractor shall:

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(a) turn over to Construction Manager all documents, reports, and materials, and equipment of any nature specifically relating to this Agreement or this Project, which may use the same at its sole discretion without additional payment to Subcontractor; and

(b) upon receipt of such notice, take the following actions and complete them within twenty-four (24) hours of the date specified in the notice:

(1) notwithstanding the generality of the foregoing, Stop Work promptly on the date specified in the notice and on and after that date take no action which will increase the amounts payable by Construction Manager under this Agreement.; and

(2) take such action as may be necessary for the protection and preservation of Construction Manager’s materials and property; and

(3) cancel all cancelable orders for material and equipment; and

(4) assign to Construction Manager and/or CUCF, and deliver to the Site or any other location designated by the Construction Manager or the Director, as applicable, any non-cancelable orders for material and/or equipment that is not capable of use except in the performance of this Agreement, and has been specifically fabricated for the sole purpose of this Agreement and not incorporated in the Work.

19.1.8 Upon receipt of any such notice of termination of this Agreement from the Contractor, pursuant to Sections 19.1.1 or 19.1.4 hereof, and as a condition precedent to the Contractor’s obligation to make any of the aforesaid payments to the Subcontractor required under Section 19.1.4 hereof, the Subcontractor shall:

19.1.9 In addition to any and all other obligations set forth in this Article 19.1, upon receipt of any notice of termination of this Agreement from the Construction Manager, and as a condition precedent to the Construction Manager’s obligation to make any payments to the Subcontractor required under this Article 19.1, the Subcontractor shall:

a. Stop performing all Work under this Agreement on the date, and to the extent specified, in the notice of termination;

b. Not enter into any further Sub-subcontracts;

c. At the option of the Construction Manager, the Subcontractor shall assign to the Construction Manager or other person or entity designated by the Construction Manager, all of the Subcontractor’s right, title and interest in, to and under those sub-subcontracts designated by the Construction Manager. Simultaneously with any such assignment, and to be memorialized in the assignment instrument, the Construction Manager shall assume the obligations of the Subcontractor under said sub-subcontracts from and after the effective date of such assignment. Following the effective date of such assignment, the Subcontractor shall have no further liability under such sub-subcontracts and purchase orders other than with respect to matters which occurred prior to such effective date;

d. Except with respect to those sub-subcontracts assigned to the Construction Manager pursuant to subsection (c) of this Section 19.1.9, or unless otherwise directed by the Construction Manager, terminate the sub-subcontracts entered into by the Subcontractor in connection with the Work to the extent that they relate to portions of the Work to be performed subsequent to the date set forth in the notice of termination as the date upon which such termination shall become effective;

e. To the extent required by the Construction Manager and subject to the prior approval of CUCF, use its best efforts to settle all outstanding liabilities and all valid claims arising out of such termination of sub-subcontracts, which approval by the Construction Manager shall be final for all the purposes of this Article 19;

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f. As directed by the Construction Manager, transfer title to CUCF in and to, unless already vested in CUCF, and deliver in the manner, at the time, and to extent, if any, directed by the Construction Manager, fabricated or unfabricated parts, work in process, completed Work, supplies, and other material and equipment produced as a part of, or acquired in connection with the performance of, the Work; and all of the documents, materials and other items described in Article 9 hereof;

g. If requested by the Construction Manager, and at the Construction Manager’s sole cost and expense, use its best efforts to sell, in the manner, at the times, to the extent, and at the price or prices directed or authorized by the Construction Manager, any property of the types referred to herein, provided however, that the Subcontractor shall not be required to extend credit to any purchaser, and may acquire any such property under the conditions prescribed, and at a price or prices approved, by the Construction Manager; and provided, further, that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by the Construction Manager to the Subcontractor under this Agreement or shall otherwise be credited to the Subcontract Sum or paid in such other manner as the Construction Manager may direct;

h. Complete performance of such part of the Work as shall have been specified in the notice of termination to be completed by the Subcontractor prior to the effective date of such termination; and

i. Prior to the effective date of such termination, take such action as may be necessary, or as the Construction Manager may direct, for the protection and preservation of the property related to the Work and/or the Project which is in the possession of the Subcontractor and in which the Construction Manager or CUCF has or may acquire an interest, the cost of which shall be considered as a part of the cost of the Work.

19.1.10 Within seventy-five (75) calendar days after the date of a termination for convenience pursuant to this Article, Subcontractor shall submit a final requisition for payment and report made by a certified public accountant or a licensed public accountant, and, upon receipt by Construction Manager of such payment as may be due thereupon, as determined in accordance with the terms of the Prime Agreement, and subject to the Contractor’s right to withhold payments to the extent permitted under the terms of this Agreement, the Construction Manager shall compensate Subcontractor for that portion of the performance, including reimbursements, and Extra Work satisfactorily performed prior and up to such termination date. Such amount shall be fixed by CUCF, after consultation with the Construction Manager, and shall be subject to audit by the Comptroller. Termination for convenience under this Article shall not give rise to any claim against CUCF, CUNY, the City, the State, DASNY, the Construction Manager, or any combination of them for damages or for compensation in addition to or in excess of that provided hereunder, it being understood that the Subcontractor shall not be entitled to recover anticipated profits on account of the Subcontract Sum or otherwise or the anticipated profits of Sub-subcontractors for portions of the Work unperformed or for materials or equipment unfurnished, nor for reimbursement for losses arising out of matters covered by insurance, all of which claims Subcontractor hereby waives and deems discharged by the payment to Subcontractor required by this Article.

19.1.11 In case of termination for cause of this Agreement in whole or part, Subcontractor shall not be entitled to receive any further payment under this Agreement, except as provided herein. Subcontractor shall not be entitled to receive any such further payment until the Agreement shall be completed wholly to the reasonable satisfaction of CUCF and Construction Manager, at which time, if any unpaid balance of the subcontract price, as adjusted by compensation for Extra Work and determined by CUCF and/or the Construction Manager as of the date of Subcontractor’s default, shall exceed the costs and expenses incurred by CUCF and Construction Manager in completing the Agreement and curing Subcontractor’s default, such excess shall be paid to Subcontractor. CUCF’s and Construction Manager’s costs and expenses shall include the cost of completing the Agreement to their respective satisfaction and of performing and furnishing all labor, services, materials, equipment, and other items required therefore, and all losses, damages, reasonable costs and expenses, whether direct or indirect or special or consequential, including, without limitation, reasonable attorneys’ and legal fees and disbursements, sustained, incurred or suffered or to be sustained, incurred or suffered by CUCF and/or Construction Manager in relation to any default by Subcontractor. From time to time during the course of CUCF’s and/or Construction Manager’s completion of the Agreement or such part thereof or at any time thereafter, CUCF and Construction Manager, and each of them, shall certify to the amount of the expense incurred by each of them in the

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completion of the Agreement or such part thereof, and such certificate shall be final and conclusive upon Subcontractor and admissible as evidence against Subcontractor in any dispute resolution proceeding arising or growing out of this Agreement and in relation to any other agreement between Subcontractor and Construction Manager and/or between Subcontractor and CUCF.

19.1.12 In the event that Construction Manager is terminated, either with or without cause, by Owner, the foregoing provisions shall pertain to the assignment of this Agreement to CUCF from Construction Manager.

19.1.13 CUCF’s and Construction Manager’s remedies shall be considered separate and cumulative, and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity.

19.2 No Right of Termination by Subcontractor

19.2.1 Subcontractor agrees that it can be compensated adequately by money damages for any breach of the Agreement which may be committed by the Construction Manager. To the greatest extent permitted by law, therefore, Subcontractor agrees that no default, act or omission of CUCF or the Construction Manager shall constitute a material breach of the Agreement entitling Subcontractor to cancel or rescind the same or to suspend or abandon performance thereof; and Subcontractor hereby waives any and all rights and remedies to which it might otherwise be or become entitled to because of any wrongful act or omission of CUCF or the Construction Manager, saving only Subcontractor’s right to seek money damages determinable pursuant to the provisions of Article 29 of the Prime Agreement and this Agreement.

19.2.2 The sole liability of the Contractor to the Subcontractor under this Agreement or otherwise, subject to full and complete performance by the Subcontractor of its obligations under this Agreement, shall be payment of the portion of the Subcontract Fee due hereunder, and the Contractor shall have no liability to the Subcontractor for damages or charges of any kind.

ARTICLE 20 - SUSPENSION OF WORK

20.1 Suspension by the Contractor

20.1.1 The Owner and/or the Construction Manager may, at any time and for any reason, direct the Subcontractor to postpone, delay, or suspend the Project or any part thereof or all or any portion of the services to be performed by the Construction Manager under the Prime Agreement, which may include or affect all or any portion of the Work to be performed by Subcontractor hereunder. The Subcontractor shall resume the performance of the Work upon the date specified in such directive or upon such other date as the Owner and/or the Construction Manager may thereafter specify in writing. In such case, if said suspension materially delays the performance of any portion of the Work so that the Subcontractor will not be able to achieve any Milestone Event, the Subcontractor shall be entitled to an extension of said Milestone Event for the number of days of such material delay.

20.1.2 With respect to any such postponement, delay, and suspension, Subcontractor shall be entitled only and exclusively to an extension of time, day for day, to cover the duration of the relevant period. Such postponement, delay, or suspension shall not give rise to any cause of action for damages or extra remuneration against CUCF or the Construction Manager, other than that provided for herein.

20.1.3 In the event of any such suspension, the Subcontractor shall, as part of its demobilization activities, secure the Project Site and protect the Work in such a manner that will best preserve the safety and security of the Project Site and the condition of the Work.

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ARTICLE 21 - PROPRIETARY INFORMATION

21.1 Proprietary Information.

21.1.1 The Subcontractor hereby irrevocably assigns to the Owner, its successors and assigns, and the Owner shall have, exclusive ownership rights, including, without limitation, all patent, copyright and trade secret rights, with respect to any Proprietary Information. All Proprietary Information shall be the property of the Owner and be considered a work made for hire and shall not be used by the Subcontractor for any purpose other than for the benefit of the Owner; provided, however, the Owner grants the Subcontractor a limited license to use and reproduce applicable portions of the Proprietary Information for use in the execution of the Work, defending itself in any litigation arising from the Work, enforcing any warranty relating to the Work or correcting defective Work, or as may otherwise be reasonably required to protect the Subcontractor’s interests with respect to the Work. To the extent that any such copyrightable materials may not, by operation of law, be works for hire, Subcontractor, on its own behalf, on behalf of its sub-subcontractors and suppliers, hereby assigns to CUCF the ownership of copyright in such materials, and CUCF shall have the right to obtain and hold in its own name copyrights, registrations and similar protection which may be available in such items. The Subcontractor shall cooperate fully with the Owner to establish, protect and confirm the Owner’s exclusive rights in the Proprietary Information and to enable the Owner to transfer legal title thereto. Upon the expiration or earlier termination of this Agreement or, at any time, upon the Owner’s and the Contractor’s request, the Subcontractor shall promptly deliver to the Owner and the Contractor all materials containing or derived from Proprietary Information, and all other documents (hard copy or electronic) and materials obtained from, relating to, or developed in the course of performing the Work which are then in possession or control of the Subcontractor. A certificate evidencing compliance with this provision shall, if requested, be provided to the Owner. The Proprietary Information is not intended or represented to be suitable for reuse by the Owner or others on additions to the Project or on any other project. Any such reuse or modification without written verification or adaptation by the Subcontractor, as appropriate for the specific purpose intended, will be at the Owner’s sole risk and without liability. Notwithstanding anything contained in this Section 21.1 to the contrary, the foregoing assignment shall not include any (i) inventions created by the Subcontractor in the course of performing the Work that have applications to projects other than the Project or (ii) any inventions created by the Subcontractor prior to the commencement of the Work even if the same were modified or enhanced in the course of performing the Work; provided, however, in no event shall the Subcontractor be entitled to charge the Owner any royalties or other compensation arising from the use of any such invention in connection with the Project and the Owner shall have the right, at any time, to utilize such inventions in connection with any project other than the Project without payment to the Subcontractor of any royalties or other compensation.

21.1.2 Subcontractor further warrants that the property and the materials so assigned do not and shall not contain libelous, plagiarized, injurious or other such matter, and do not and shall not infringe any copyright or violate any other right of any person whatsoever. Subcontractor shall defend with counsel acceptable to the Construction Manager and to CUCF, indemnify and hold the Construction Manager, CUCF, CUNY, the City of New York, the State of New York, and DASNY harmless against any and all claims, damages or expenses, including, but not limited to, attorney's fees and costs of litigation, arising out of a breach of any such warranty pertaining to copyrightable works.

21.2 Confidentiality and Publicity

21.2.1 The Subcontractor acknowledges that the Subcontractor or the Subcontractor’s Representatives, in the course of performing the Work, may be exposed to or acquire Confidential Information which is proprietary or confidential to the Contractor, the Owner or its Affiliates or its or their respective clients, or to third parties to whom the Owner and the Contractor owes a duty of confidentiality. The Subcontractor shall hold the Confidential Information in strict confidence and not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose any Confidential Information to third parties or use any Confidential Information for any purpose whatsoever other than the performance of the Work or as may be necessary in connection with an application for a permit, approval or clearance by any governmental authority, and shall advise each of the Subcontractor’s Representatives and Sub-

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subcontractors who may be exposed to the Confidential Information of their obligations to keep such information confidential. Prior to any of the Subcontractor’s Representatives or Sub-subcontractors commencing the performance of the Work, and thereafter upon request by the Owner and/or the Contractor, the Subcontractor shall procure from such Subcontractor’s Representatives or the personnel of any such Sub-subcontractor a statement and agreement respecting non-disclosure of Confidential Information in such other form as the Owner and/or the Contractor shall prescribe from time to time.

21.2.2 The Subcontractor and the Subcontractor’s Representatives and Sub-subcontractors shall not, without the prior written consent of the Owner and the Contractor in each instance, (a) name or refer to the Project for promotional purposes or otherwise, (b) promote, advertise or publicize the Subcontractor’s role or involvement with the Project, (c) use in advertising, publicity, brochures, portfolios or otherwise any photograph of the Project or any part thereof or of any employee of the Owner, or the name of the Owner, any Affiliate of the Owner, or any partner, managing director, director, member, officer or employee of the Owner or any such Affiliate, or any trade name, trademark, trade device, service mark or symbol, or any abbreviation, contraction or simulation thereof, owned by the Owner or any of its Affiliates, or (d) represent, directly or indirectly, that any product or any service provided by the Subcontractor has been approved or endorsed by the Owner or any Affiliate of the Owner, or any partner, managing director, director, member, officer or employee of the Owner or any of its Affiliates. In addition to the foregoing restriction on the use of photographs, the Subcontractor shall not use any photograph of the Project or any part thereof unless the Subcontractor and the Owner shall have first executed and delivered an agreement, in the form required by the Owner, governing the use of all such photographs on such terms and conditions as the Owner may require.

21.2.3 The Subcontractor shall not publicize, disclose or allow disclosure of any information about the Project, the Owner or any Affiliate of the Owner, its or their present or former partners, members, managing directors, directors, officers, employees, agents or clients, its or their business or financial affairs, personnel matters, operating procedures, organization responsibilities, marketing matters or policies or procedures, to any reporter, author, producer or similar person or entity, or take any other action seeking to publicize or disclose any such information in any way likely to result in such information being made available to the general public in any form, including books, articles or writings of any other kind, or through any medium, including film, videotape, audiotape, television, radio or the internet.

21.2.4 In the event that the Subcontractor receives a request to disclose all or any part of any Confidential Information under a subpoena or inquiry issued by a court of competent jurisdiction or by a judicial or administrative agency or legislative body or committee, the Subcontractor shall (a) immediately notify the Owner and the Contractor of the existence, terms and circumstances surrounding such request, (b) consult with the Owner and the Contractor on the advisability of taking legally available steps to resist or narrow such request and cooperate with the Owner and the Contractor in any such steps that the Owner considers advisable in order to resist or narrow such request, and (c) if disclosure of the Confidential Information is required or deemed advisable, exercise its best efforts to obtain an order, stipulation or other reliable assurance reasonably acceptable to the Owner and the Contractor that confidential treatment will be accorded to such portion of the Confidential Information to be disclosed.

21.2.5 The Subcontractor acknowledges that a breach of the Subcontractor’s obligations under this Article 21 may cause irreparable harm to the Owner and/or the Contractor and that there may be no adequate remedy at law available to the Owner and the Contractor by reason of such breach. Accordingly, the Owner and the Contractor shall be entitled to injunctive relief to restrain any such breach, whether threatened or actual.

21.2.6 The Subcontractor shall not show the Project in any stage for any purpose, including promotional purposes, without the prior written consent of the Owner and the Contractor.

21.2.7 The provisions of this Article 21 shall survive Final Completion of the Project and any termination or expiration of this Agreement.

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21.2.8 The Subcontractor shall review the terms and conditions of this Agreement with any Sub-subcontractor it might retain in the performance of the Work, and shall use all commercially reasonable efforts to obtain the written agreement of such Sub-subcontractor to comply with the terms of this Article 21.

ARTICLE 22 - NOTICE AND DOCUMENTATION OF DELAY DAMAGES AND OTHER DAMAGES; PRODUCTION OF FINANCIAL RECORDS

22.1 After the commencement of any condition which is causing or may cause a delay in completion of the Work, including conditions for which Subcontractor may be entitled to an extension of time, the following notifications and submittals are required:

22.1.1 Within five (5) Days after the commencement of such condition, Subcontractor must notify the Construction Manager in writing of the existence, nature, and effect of such condition upon the approved Project Schedule and the Work, and must state why and in what respects, if any, the condition is causing or may cause a delay.

22.1.2 If Subcontractor shall claim to be sustaining damages for delay, by reason of any act or omission of the Construction Manager, of CUCF or their respective agents, it shall submit to the Construction Manager within thirty (30) Days from the time such damages are first incurred, and every thirty (30) Days thereafter for as long as such damages are incurred, verified statements of the details and the amounts of such damages, together with documentary evidence of such damages. Subcontractor may submit any of the above statements within such additional time as may be granted by the Construction Manager and the Director and the Construction Manager in writing upon written request therefore; failure of Subcontractor to receive from the Director and the Construction Manager a written response to such a request within thirty (30) Days shall be deemed a denial of the request. The failure of Subcontractor to comply fully with the foregoing provisions shall waive and extinguish each such claim, and no right to recover on such claims shall exist thereafter. Damages that Subcontractor may claim in any action arising under or by reason of this Agreement shall not be different from or in excess of the statements made and documentation provided pursuant to this Article.

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22.2 Failure of Subcontractor to comply strictly with the requirements of Article 22.1.1, in the discretion of the Construction Manager and/or the Director, may be deemed sufficient cause to deny any extension of time on account of delay arising out of such condition. Failure of Subcontractor to comply strictly with the requirements of Articles 22.1.1 and 22.1.2 shall be deemed a conclusive waiver and extinguishment by Subcontractor of any and all claims for damages for delay arising from such condition, and no right to recover on such claims shall exist thereafter.

22.3 If Subcontractor shall claim to be sustaining damages by reason of any act or omission of the Construction Manager, CUCF or their respective agents, it shall submit to the Construction Manager within thirty (30) Days from the time such damages are first incurred, and every thirty (30) Days thereafter for as long as such damages are incurred, verified statements of the details and the amounts of such damages, together with documentary evidence of such damages. Subcontractor may submit any of the above statements within such additional time as may be granted by the Construction Manager and the Director in writing upon written request therefore; failure of Subcontractor to receive from the Construction Manager and the Director a written response to such a request within thirty (30) Days shall be deemed a denial of the request. The failure of Subcontractor to comply fully with the foregoing provisions shall waive and extinguish each such claim, and no right to recover on such claims shall exist thereafter. Damages that Subcontractor may claim in any action arising under or by reason of this Agreement shall not be different from or in excess of the statements made and documentation provided pursuant to this Article.

22.4 In addition to any of the foregoing statements, Subcontractor shall produce, upon notice from the Construction Manager or the Director, for examination at Subcontractor's office by the Construction Manager’s Representative and/or the Director’s Representative, all of its books of account, bills, invoices, payrolls, subcontracts, time books, daily reports, bank deposit books, bank statements, check books, canceled checks, and all other documents showing all of its acts and transactions in connection with or relating to or arising by reason of this Agreement, and submit itself and persons in its employment, for examination under oath by any person designated by the Construction Manager or the Director to investigate claims made or disputes against the Construction Manager or CUCF under this Agreement. At such examinations, a duly authorized representative of Subcontractor may be present.

22.5 In addition to the statements required under Article 30 of the Prime Agreement and this Article, Subcontractor and/or its sub-subcontractor shall, within thirty (30) days upon written notice from the Construction Manager or the Director, produce for examination at Subcontractor's and/or the sub-subcontractor's office, by a representative of the Construction Manager or the Director, all of its books of account, bid documents, financial statements, accountant work papers, bills, invoices, payrolls, subcontracts, time books, daily reports, bank deposit books, bank statements, check books, canceled checks, and all other documents showing all of its acts and transactions in connection with or relating to or arising by reason of this Agreement. Further, Subcontractor and/or its sub-subcontractor shall submit any person in its employment, for examination under oath by any person designated by the Construction Manager or the Director to investigate claims made or disputes against the Construction Manager and/or CUCF under this Agreement. At such examinations, a duly authorized representative of Subcontractor may be present.

22.6 Unless the information and examination required under Article 22.5 is provided by Subcontractor and/or its sub-subcontractor upon thirty (30) days notice from the Construction Manager or the Director, or upon the Construction Manager and the Director's written authorization to extend the time to comply, time being of the essence, the Construction Manager and CUCF shall be released from all claims arising under, relating to or by reason of this Agreement, except for sums certified by the Director to be due under the provisions of this Agreement. It is further stipulated and agreed that no person has the power to waive any of the foregoing provisions and that in any action or dispute resolution procedure against the Construction Manager or CUCF to recover any sum in excess of the sums certified by the Director or Comptroller to be due under or by reason of this Agreement, Subcontractor must allege in its complaint and prove, at trial or during such dispute resolution procedure, compliance with the provisions of this Article.

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22.7 In addition, after the commencement of any action or dispute resolution procedure by Subcontractor arising under or by reason of this Agreement, the Construction Manager and CUCF shall have the right to require Subcontractor to produce for examination under oath, up until the trial of the action or dispute resolution meeting, the books and documents described in Article 22.5 and submit itself and all persons in its employ for examination under oath. If this Article is not complied with as required, then Subcontractor hereby consents to the dismissal of the action or dispute resolution procedure.

ARTICLE 23 - SUPPLIES, LABOR, SERVICES, MATERIALS AND TAX EXEMPTION

23.1 Subcontractor has been advised and acknowledges that CUCF is exempt from payment of Federal, State, local taxes and Sales and Compensating Use Taxes of the State of New York and of cities and counties on all materials and supplies sold to CUCF pursuant to the provisions of the Prime Agreement. These taxes are not to be included in requests for payment. However, this exemption does not apply to tools, machinery, equipment or other property leased by or to the Construction Manager or a Subcontractor, or to supplies and materials which, even though consumed, are not incorporated into the completed Work (consumable supplies), and Subcontractor shall be responsible for and pay any and all applicable taxes, including Sales and Compensating Use Taxes, on such leased tools, machinery, equipment or other property and upon all such unincorporated supplies and materials, which it may include in the relevant requisition for payment.

23.2 Subcontractor agrees to sell and Construction Manager agrees to purchase all supplies and materials, other than consumable supplies, required, necessary or proper for or incidental to the construction of the part of the Project covered by this Agreement. The sum paid under this Agreement for such supplies and materials shall be in full payment and consideration for the sale of such supplies and materials herein.

23.3 The purchase by Subcontractor and, through it, any sub-subcontractors of whatever tier, of the supplies and materials sold hereunder shall be a purchase or procurement for resale and therefore not subject to the New York State or New York City Sales or Compensating Use Taxes or any such taxes of cities or counties. The sale of such supplies and materials by Subcontractor to the Construction Manager for purposes of the Project is exempt from the aforesaid sales or compensating use taxes. With respect to such supplies and materials, Subcontractor, at the request of Construction Manager, shall furnish to Construction Manager such bills of sale and other instruments as may be required by it, properly executed, acknowledged and delivered assuring to CUCF title to such supplies and materials, free of liens or encumbrances, and Subcontractor shall mark or otherwise identify all such materials as the property of CUCF.

23.4 Ownership of all materials to be sold by Subcontractor to the Construction Manager pursuant to the provisions of the Agreement shall immediately vest in and become the sole property of CUCF upon delivery of such supplies and materials to the Site and prior to its becoming a part of the permanent structure. Notwithstanding such transfer of ownership, Subcontractor shall have the full and continuing responsibility to install such materials and supplies in accordance with the provisions of the Prime Agreement and this Agreement, protect them, maintain them in a proper condition and forthwith repair, replace and make good any damage thereto, theft or disappearance thereof, and furnish additional materials in place of any that may be lost, stolen or rendered unusable, without cost to Construction Manager or CUCF, until such time as the Work covered by the Prime Agreement is fully accepted by CUCF. Such transfer of ownership shall affect in no way any of Subcontractor’s obligations hereunder. In the event that, after Construction Manager takes ownership, any of such supplies and materials is rejected as being defective or otherwise unsatisfactory, ownership of all such supplies and materials shall be deemed to have been transferred to Subcontractor.

23.5 The purchase by any sub-subcontractors of whatever tier of supplies and materials to be sold hereunder shall also be a purchase or procurement for resale and therefore not subject to the aforesaid Sales or Compensating Use Taxes, provided that that subcontract agreements provide for the resale of such supplies and materials prior to and separate and apart from the incorporation of such supplies and materials into the permanent construction and that such subcontract agreements are in a form similar to this Agreement with respect to the separation of the sale of materials from the Work and labor, services, consumable supplies and any other matters to be provided, and provided further that the subcontract agreements provide separate prices for (l) materials and (2) all other services and matters. Such separation shall actually be followed in practice, including the separation of payments for supplies and materials from the payments for other Work and labor and other things to be provided.

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23.6 The Subcontractors and its sub-subcontractors and materialmen shall obtain any and all necessary Contractor Exempt Purchase Certificates or resale certificates from the appropriate governmental agency or agencies, and furnish a Contractor Exempt Purchase Certificate or resale certificate to all persons, firms or corporations from which they purchase supplies and materials for the performance of the Work covered by this Agreement.

23.7 In the event any of the provisions of this Article 23 shall be deemed to be in conflict with any other provisions of the Prime Agreement or this Agreement, or create any ambiguity, then the provision of this Article shall control.

ARTICLE 24 - MONEY RETAINED AGAINST CLAIMS

24.1 If any claim shall be made by any person, firm or corporation against CUCF, the Construction Manager, Subcontractor or any combination of them: (l) for an alleged loss, damage or injury of the kind referred to in Article 15 of the Prime Agreement which, in the opinion of the Director or the Construction Manager, may not be covered by the general liability insurance policy required to be furnished by Subcontractor hereunder, or, which, together with previously filed claims, is in excess of the amount payable under such policies; or (2) for an infringement of copyrights or patents or use of patented articles, tools, etc.; or (3) for damage claimed to have been caused directly or indirectly by the failure of Subcontractor to perform the Work in strict accordance with this Agreement: the amount of such claim, or so much thereof as he may deem necessary, may be withheld by the Construction Manager as security against such claims, from any money due hereunder, until such time as the commencement of an action thereon would be barred by law or until final adjudication of such action by a court of competent jurisdiction. Subject to the prior approval and at the sole option of the Construction Manager, Subcontractor may substitute other satisfactory security in lieu of the moneys so withheld.

24.2 If no action is commenced upon any such claim within the time limited thereof by law, the Construction Manager, upon written demand by Subcontractor, shall return the amount so withheld without interest.

24.3 If an action on such claim is timely commenced and the liability of the Construction Manager, Subcontractor, or both, shall have been established therein by a final judgment of a court of competent jurisdiction, or if such claim shall have been admitted by Subcontractor to be valid, the Construction Manager shall pay such judgment or admitted claim out of the moneys retained under the provisions of this Article, and return the balance, if any, without interest, to Subcontractor.

24.4 Liens: If any time before or within thirty (30) days after the whole Work herein agreed to be performed is completed and accepted by CUCF, any persons claiming to have performed any labor or furnished any material toward the performance or completion of this Agreement shall file with CUCF any notice as is described in the Lien Law, or any act of the Legislature of the State of New York, the Construction Manager shall retain, from the moneys due or to become due under this Agreement, so much of such moneys as shall be sufficient for the Construction Manager to pay the amount claimed in said notice, together with its reasonable costs of any action or actions, including, without limitation, its legal fees and related costs, brought or that may be brought to enforce such Lien. The moneys so retained shall be held by the Construction Manager until the Lien thereon created by the said act and the filing of the said notice shall be discharged pursuant to law.

ARTICLE 25 - NO DISCRIMINATION

25.1 As required by New York State Labor Law Section 220.e, it is agreed between the parties hereto as follows:

25.1.1 That in the hiring of employees for the performance of Work under this Agreement or any sub-subcontract hereunder, neither Subcontractor, its sub-subcontractor(s) nor any person acting on behalf of Subcontractor or such sub-subcontractor(s), shall by reason of race, creed, color or national origin discriminate against any citizen of the State of New York who is qualified and available to perform the Work to which the employment relates;

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25.1.2 That neither Subcontractor, its sub-subcontractors nor any person on its behalf shall, in any manner discriminate against or intimidate any employee hired for the performance of Work under this Agreement on account of race, creed, color or national origin;

25.1.3 That there may be deducted from the amount payable to Subcontractor by the Construction Manager under this Agreement a penalty of five dollars for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of this Agreement; and

25.1.4 That this Agreement may be canceled or terminated by the Construction Manager and all moneys due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement.

25.1.5 The aforesaid provisions of this section covering every contract for or on behalf of the State or a municipality for the manufacture, sale, or distribution of materials, equipment, or supplies shall be limited to operations performed within the territorial limits of the State of New York.

25.2 As required by New York City Administrative Code Section 6-108:

25.2.1 It shall be unlawful for any person engaged in the construction, alteration or repair of building or engaged in the construction or repair of streets or highways pursuant to a contract with CUCF or engaged in the manufacture, sale or distribution of materials, equipment or supplies pursuant to a contract with CUCF to refuse to employ or to refuse to continue in any employment any person on account of the race, color or creed of such person.

25.2.2 It shall be unlawful for any person or any servant, agent or employee of any person, described in subdivision 25.2.1 above, to ask, indicate or transmit, orally or in writing, directly or indirectly, the race, color or creed or religious affiliation of any person employed or seeking employment from such person, firm or corporation.

25.2.3 Disobedience of the foregoing provisions shall be deemed a violation of a material provision of this Agreement.

25.2.4 Any person, or the employee, manager or owner of or officer of such firm or corporation who shall violate any of the provisions of this section shall, upon conviction thereof, be punished by a fine of not more than one hundred dollars or by imprisonment for not more than thirty days, or both.

ARTICLE 26 - EQUAL EMPLOYMENT OPPORTUNITY

26.1 This Agreement is subject to, and Subcontractor covenants to comply with, New York State Executive Law Article 15-A and the Rules and Regulations promulgated thereunder (“Article 15-A”), to the extent Article 15-A applies, and other, comparable statutory provisions. By signing this Agreement, the Subcontractor agrees that:

26.1.1 Subcontractor will not engage in any unlawful discrimination against any employee or applicant for employment because of race, creed, color, national origin, sex, age, disability, marital status, sexual orientation or citizenship status with respect to all employment decisions including, but not limited to, recruitment, hiring, upgrading, demotion, downgrading, transfer, training, rates of pay or other forms of compensation, layoff, termination, and all other terms and conditions of employment;

26.1.2 When it sub-subcontracts, Subcontractor will not engage in any unlawful discrimination in the selection of sub-subcontractors on the basis of the owners’, partners’ or shareholders’ race, color, creed, national origin, sex, age, disability, marital status, sexual orientation or citizenship status;

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26.1.3 Subcontractor will state in all solicitations or advertisements for employees placed by or on behalf of Subcontractor that all qualified applicants will receive consideration for employment without regard to race, creed, color, national origin, sex, age, disability, marital status, sexual orientation or citizenship, or that it is an equal employment opportunity employer;

26.1.4 Subcontractor will send to each labor organization or representative or workers with which it has a collective bargaining agreement or other contract or memorandum of understanding, written notification of its equal employment opportunity commitments under the relevant statutes; and

26.1.5 Subcontractor will furnish all information and reports including an Employment Report before the award of the contract which are required by the relevant statutes, and will permit access to its books, records and accounts by CUCF and the Construction Manager for the purposes of investigation to ascertain compliance with such rules, regulations, and orders.

26.2 Subcontractor understands that in the event of its noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, such noncompliance shall constitute a material breach of the contract and noncompliance with the relevant statutes. After a hearing, CUCF may direct the imposition of any or all of the following sanctions:

26.2.1 disapproval of the contractor;

26.2.2 suspension or termination of the contract;

26.2.3 declaring Subcontractor in default; or

26.2.4 in lieu of any of the foregoing sanctions, the Director may impose an employment program.

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26.3 Subcontractor agrees to include the provisions of the foregoing paragraphs in every subcontract to which it becomes a party, unless exempted by the relevant statutes, so that such provisions will be binding upon each Subcontractor. Subcontractor will take such action with respect to any subcontract as may be directed by the Director as a means of enforcing such provisions, including sanctions for noncompliance.

26.4 Subcontractor further agrees that it will refrain from entering into any contract or contract modification subject to the relevant statutes with a sub-subcontractor who is not in compliance with their requirements.

ARTICLE 27 - ADDITIONAL PROVISIONS REQUIRED BY PRIME AGREEMENT

27.1 International Boycotts: Subcontractor agrees that neither it nor any substantially owned affiliated company is participating or shall participate in an international boycott in violation of the provisions of the Export Administration Act of 1979, as amended, or the regulations of the United States Department of Commerce promulgated thereunder. Upon the final determination by the Commerce Department or any other agency of the United States as to, or conviction of Subcontractor or a substantially-owned affiliated company thereof, participation in an international boycott in violation of the provisions of the Export Administration Act of 1979, as amended, or the regulations promulgated thereunder, the Comptroller and/or the Construction Manager may, at their respective option, render forfeit and void this Agreement. Subcontractor shall comply in all respects, with the provisions of Section 6-114 of the Administrative Code of CUCF and the rules and regulations issued by the Comptroller thereunder.

27.2 MacBride Principles Provisions: Article 64 of the Prime Agreement is hereby expressly incorporated in this Agreement. Subcontractor shall comply with the requirements and obligations of the Construction Manager as set forth in Articles 64 of the Prime Agreement as fully as though each such obligation and requirement was specifically repeated and reiterated hereby.

27.3 Ultra Low Sulfur Diesel Fuel: Articles 65 and 66 of the Prime Agreement are hereby expressly incorporated in this Agreement. Subcontractor shall comply with the requirements and obligations of the Construction Manager as set forth in each and both of Articles 65 and 66 of the Prime Agreement as fully as though each such obligation and requirement was specifically repeated and reiterated hereby.

27.4 VENDEX Questionnaires: Subcontractor shall complete and submit completed VENDEX Questionnaires for itself before this Agreement may be awarded and executed and, as to each sub-subcontractor, before approval is given for a proposed sub-subcontractor. Non-compliance with these submission requirements may result in the disqualification of Subcontractor’s proposal, disapproval of a sub-subcontractor, subsequent withdrawal of approval for the use of an approved sub-subcontractor, or the cancellation of this Agreement even after its award. VENDEX Questionnaires must be submitted directly to the Director of Procurement Services at the address set forth in Article 62 of the Prime Agreement. Subcontractor shall submit a completed Business Entity Questionnaire and each sub-subcontractor shall submit completed subcontractor questionnaires. VENDEX Questionnaires, as well as detailed instructions, may be obtained at www.nyc.gov/vendex.

27.5 Participation by Minority-Owned and Women-Owned Business Enterprises: Subcontractor shall meet the requirements for the participation by minority-owned and women-owned business enterprises in this Project, as set forth in Article 68 and Exhibit G of the Prime Agreement, both of which are hereby expressly incorporated herein.

27.6 Incorporation of Provisions in Sub-subcontracts: Each subcontract, in whatever form, between Subcontractor and its sub-subcontractors shall contain the provisions required by the Prime Agreement to be contained in each such sub-subcontract and shall obligate the sub-subcontractor(s) to comply therewith.

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ARTICLE 28 - MISCELLANEOUS PROVISIONS

28.1 Assignment

28.1.1 Subcontractor shall not assign or transfer this Agreement or any of its rights or obligations hereunder or any monies due or to become due hereunder, or delegate any of its duties hereunder, or subcontract any portion of the Work, without in each instance obtaining the prior written consent of the Owner and the Contractor. Subject to the provisions of Article 8 hereof, the Subcontractor may sub-subcontract portions of the Work to Sub-subcontractors, at its sole cost and expense. No consent to any such assignment or transfer, and no approval of any Sub-subcontractor, shall under any circumstances operate to relieve the Subcontractor of any of its obligations under this Agreement.

28.2 Royalties and Patents

28.2.1 Subcontractor shall pay all royalties and license fees identified as required in the Contract Documents. The Subcontractor shall defend suits or claims for infringement of any patent rights and shall hold the Contractor, the Owner, the Owner’s Representative and the Design Professional harmless from loss on account thereof.

28.3 Affiliations with Sub-subcontractors

28.3.1 Subcontractor shall disclose to the Owner and the Contractor any affiliation, whether due to ownership, personal relationships, or otherwise, between the Subcontractor and any Sub-subcontractors or prospective Sub-subcontractors. Such disclosures shall be made prior to the Subcontractor making any commitment to retain any such Sub-subcontractor.

28.4 Assignment by the Owner

28.4.1 The Contractor shall have the right to assign this Agreement, without the Subcontractor’s consent, to any person or entity, including, without limitation, (a) any parent company of Owner, Affiliate or shareholder of the Owner, (b) any person or entity which succeeds to all or substantially all of the Owner’s assets and business, (c) any person or entity to which the Owner may lease or sell the Project Site, or (d) Owner’s lender for the Project. Upon any such assignment, and the assumption by the assignee thereunder of the Contractor’s obligations under this Agreement, the Contractor shall be deemed to be released from any and all liability under this Agreement.

28.5 Governing Law; Choice of Forum

28.5.1 This Agreement and all matters arising in connection with this Agreement shall be governed in all respects by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of law. Subcontractor irrevocably consents that any action or proceeding arising out of or connected in any way with this Agreement shall be resolved pursuant to the terms of the Prime Agreement and this Agreement, and, thereafter, shall be heard and determined in a state or federal court of competent jurisdiction in the County, City and State of New York. The parties hereby waive trial by jury in any such action or proceeding. There shall be no consolidation of actions or proceedings or joinder of issues that would result in the removal of the applicable action or proceeding from the court hereinabove provided. If Subcontractor challenges such jurisdiction and such challenge is denied or otherwise withdrawn, Subcontractor shall reimburse to the Owner Contractor, upon demand, the reasonable attorney’s fees and expenses incurred by the Contractor and/or the Owner in connection with such challenge.

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28.6 Notices

28.6.1 All Notices shall, unless expressly provided otherwise in this Agreement, be in writing and delivered by hand, overnight courier, or registered or certified mail, return receipt requested. Notices to CUCF shall be sent to CUNY Department of Design, Construction and Management, 555 West 57th Street, 10th Floor, New York, New York 10019, Attention: Robert Lemieux, Executive Director, with a copy to CUNY Department of Design, Construction and Management, 555 West 57the Street, 11th Floor, New York, New York 10019, Attention: Jeffrey Weinstein, Director of Procurement Services, and an additional copy to Office of the General Counsel, CUNY, 535 East 80th Street, New York, New York 10075. Notices to the Construction Manager shall be sent to: F.J. Sciame Construction Co., Inc., 14 Wall Street, 2nd Floor, New York, New York 10005, Attn: President, with a copy to Zetlin & De Chiara LLP, 801 Second Avenue, New York, New York 10017, Attn: James J. Terry, Esq. Notices to the Subcontractor shall be sent to: , Attn:, with a copy to: Attn:_______________. A Notice sent by overnight courier shall be deemed given on the next business day after the day said Notice is delivered to the overnight courier. A Notice sent by registered or certified mail shall be deemed given on the third business day after mailing. The parties may change its address for Notices by sending a Notice thereof to the other party in accordance with this Section 22.6. Attorneys for each party are hereby authorized to sign Notices on behalf of said party.

28.7 No Waiver

28.7.1 No consent or waiver, express or implied, by either party to this Agreement of any breach or default by the other in the performance of any obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default by such party hereunder. Unless the Contract Documents specify a time period for notice of a particular claim, failure on the part of any party hereto to complain of any act, omission or breach of the other party or to declare the other party in default hereunder, irrespective of how long such failure continues, shall not constitute a waiver of the rights or remedies of such party or obligations or liability of said other party hereunder. Inspection of the Work or failure of the Owner and/or the Contractor to perform any inspection hereunder shall not release Subcontractor of any of its obligations hereunder.

28.7.2 The failure of the Contractor to insist upon the strict performance of any provision of this Agreement, or the failure of the Contractor to exercise any right, option or remedy hereunder, shall not be construed as a waiver of any such provision, right, option or remedy or as a waiver of any breach thereof. The consent or approval by the Contractor, the Owner or the Design Professional of any act by Subcontractor requiring such consent or approval shall not be construed to waive or render unnecessary the requirement for such consent or approval of any subsequent similar act by the Subcontractor. The payment by the Contractor [and/or the Owner] of any amount due hereunder with knowledge of a breach of any provision of this Agreement shall not be deemed a waiver of such breach nor preclude the Owner’s and/or the Contractor’s subsequent recovery of damages arising from such breach. No waiver, modification or amendment of any term, condition or provision of this Agreement shall be valid or of any force or effect unless made in writing and signed by the party to be charged therewith. The signing of such writing or writings in any instance or instances shall in no event be construed to constitute a general waiver, abandonment, modification or amendment of any of the terms, conditions or provisions of this Agreement, but the same shall be strictly limited and restricted to the extent and occasion specified in such signed writing or writings. Any law, usage or custom to the contrary notwithstanding, each party shall have the right at all times to enforce all terms, conditions and covenants hereof in strict accordance herewith, notwithstanding any conduct or custom on the part of either party in refraining from so doing at any other time or times.

28.8 Entire Subcontract; Amendments

28.8.1 This Agreement and the documents incorporated herein by reference constitute the entire understanding of the parties concerning the subject matter hereof and thereof and supersede any and all prior representations and prior negotiations and written or oral agreements between them related to said subject

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matter, including any request for proposal issued by the Contractor or any proposal submitted by the Subcontractor in connection with the Project. This Agreement may not be amended or modified orally but only by an instrument signed by the party to be charged with enforcement thereof.

28.9 Signs

28.9.1 The Owner and the Contractor shall have the right to place at the Project Site such signs as it may elect. The Subcontractor shall not display on or about the Project Site any sign, trademark or other advertisement, except those signs required by Applicable Laws and, with respect to those required signs, the same shall be of a size required by such Applicable Laws or, if no size is so required, the size of such signs shall be subject to the Owner’s and Contractor’s prior written approval.

28.10 Provisions Required by Law

28.10.1 It is the intent and understanding of the parties to this Agreement that each and every provision of law required to be inserted in this Agreement shall and is inserted herein, and if, through mistake or otherwise, any such provision is not inserted, or is not inserted in correct form, then this Agreement shall forthwith upon the application of either party be amended by such insertion so as to comply strictly with the law and without prejudice to the rights of either party hereunder.

28.11 Third Party Beneficiaries

28.11.1 The Contractor and the Subcontractor specifically acknowledge and agree that it is their intention that (a) the Services contemplated by this Agreement be made available to the Affiliates of the Owner (in addition to the Owner itself), and (b) the Affiliates of the Owner are third party beneficiaries of this Agreement, entitled to enforce the terms and conditions of this Agreement. Except as provided in the immediately preceding sentence or in any indemnification or other provision in this Agreement that benefits the Indemnitees, or as otherwise expressly provided in this Agreement, no provision contained in this Agreement shall confer any benefit upon or grant any rights to any third parties nor give to third parties (in either case, other than the Owner’s lender) any claim or right of action beyond such as may legally exist in the absence of any such provision.

28.12 Severability

28.12.1 If any provision of this Agreement is determined to be invalid or unenforceable as against any person or party, the remainder of this Agreement and the applicability of such provision to other persons or parties shall not be affected thereby. Each provision of this Agreement shall, except as otherwise herein provided, be valid and enforceable to the fullest extent permitted by law.

28.13 Rights and Remedies

28.13.1 The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available at law or in equity. Any reference in this Agreement to a specific right or remedy shall not be construed as limiting the Contractor from exercising any other right or remedy it might have, under this Agreement or at law or in equity.

28.14 Non-Liability

28.14.1 In no event shall any members, partners, officers, shareholders, directors, managing directors, employees or Affiliates of the Contractor have any liability to the Subcontractor under this Agreement or otherwise.

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28.15 Independent Contractor

28.15.1 The Subcontractor is acting as an independent contractor for all purposes under this Agreement and it is solely responsible for its actions or inactions. No documents, actions or assertions shall be construed to create a partnership, joint venture or other like relationship between the Contractor and the Subcontractor. The Subcontractor is not authorized to enter into any contracts or agreements on behalf of the Owner and/or the Contractor or to otherwise create any obligations of the Owner and/or the Contractor to third parties.

28.16 Survival

28.16.1 All representations, warranties and indemnities contained in this Agreement, the Subcontractor’s obligations to perform all of the Services and all covenants to be performed subsequent to the Final Completion of the Work or the expiration of termination of this Agreement shall survive Final Completion of the Work and the expiration or termination of this Agreement.

28.17 Prior Performance of the Work

28.17.1 The parties acknowledge that, prior to the execution of this Agreement, the Subcontractor and the Contractor may have performed certain of the obligations included within the scope of this Agreement, including the payment of certain sums of money by the Contractor to the Subcontractor. Notwithstanding such performance, it is the intention of the parties that such obligations be included in and governed by the terms of this Agreement. [CONFIRM]

28.18 Statute of Limitations

28.18.1 Notwithstanding any provisions of the Contract Documents to the contrary, no applicable statute of limitations shall be deemed to have commenced with respect to any portion of the Work which is not in accordance with the requirements of the Contract Documents, which would not be visible or apparent upon conducting a reasonable investigation and which is not discovered by the Owner and/or the Contractor until after the date which, but for this Section 28.18.1, would be the date of commencement of the applicable statute of limitations; the applicable statute of limitations instead shall be deemed to have commenced on the date of such discovery by the Owner and/or the Contractor.

28.19 Successors and Assigns

28.19.1 This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

28.20 Captions

28.20.1 Captions and titles of the different Articles and Sections in this Agreement are solely for the purpose of aiding in the location of provisions in this Agreement and are not to be considered under any circumstances as parts, provisions or interpretations of this Agreement.

28.21 Covenants

28.21.1 Whenever in this Agreement any words of obligation or duty regarding any party are used, they shall have the same force and effect as those in the form of an express covenant.

28.22 Contractor’s Sole and Absolute Discretion

28.22.1 Except as otherwise expressly stated to the contrary in this Agreement, whenever any action or determination is required to be made or taken, as the case may be, by the Contractor, or the

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consent, approval or satisfaction of the Contractor is required, the making or taking of such action or determination or the granting or withholding of such consent, approval or satisfaction, as the case may be, shall be made, taken, granted or withheld by the Contractor in its sole and absolute discretion.

28.23 Conflicts of Interest

28.23.1 The Subcontractor hereby warrants that it does not now and will not during its performance of the Services have any direct or indirect proprietary or other interest in (a) any patent, system, method, plan or design of construction or in any building procedures that will be recommended or used in the Drawings and Specifications or any other documents for the Project, or (b) any manufacture or fabrication of any materials to be recommended or specified for use in the Project. The Subcontractor further agrees, for itself, its shareholders or members (in the case of closely-held entities), officers, directors, employees, owners, subsidiaries, affiliates, successors and assigns that none of them now have or will hereafter acquire any interest in any Sub-subcontractor which is awarded a Sub-subcontract for Work on the Project and that for a period of one (1) year after the Final Completion of the Work, there shall be no transfer of any interest in the Subcontractor to any such Subcontractor.

28.24 No Prejudice to Drafter

28.24.1 This Agreement is the product of negotiations between the parties and there shall be no presumption construing any provision herein or in the Contract Documents against either party as the purported drafter of such provision.

28.25 Construction of Terms

28.25.1 The language in this Agreement and the other Contract Documents shall be construed according to its customary meaning within the local construction industry. Technical terms not specifically defined in the Contract Documents shall have the meanings given in AIA Document M103, “Glossary of Construction Industry Terms.” Technical terms not defined as above and used to describe items of the Work and as so used have a well known technical or trade meaning, shall be held to have such recognized meaning. The Contract Documents may omit modifying words such as “all” and “any” and articles such as “the” and “an”, but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. Where “as shown,” “as indicated,” “as noted” and similar terms are used, it shall be understood that reference to the Drawings is made, unless their use in a sentence clearly implies a different interpretation. Where the term “product,” “products,” “item,” “items” and similar terms are used they shall be understood to include materials, systems and equipment, as applicable. Whenever used, the singular number shall include the plural, and the plural the singular, and the use of any gender shall be applicable to all genders. In all cases where a material, assembly, device, item or part of equipment is referred to in the singular number, it is intended that such reference shall apply to as many such materials, assemblies, devices, items or parts of equipment as are indicated or required to complete the Work. In all instances where a number of days is stated, such days shall be considered “business days” unless otherwise expressly set forth to the contrary. The words “include” or “including” shall be construed as though they were followed by the words “without limitation” or “but not limited to” or words of similar import or meaning. The words “herein”, “hereof”, “hereunder” and other similar compounds of the words “here” when used in this Agreement shall refer to the entire Subcontract, including the Exhibits and Riders attached hereto, and not to any particular provision or section unless the context requires otherwise.

28.26 Hardware and Software Compliance

28.26.1 The computer equipment, systems, embedded chips, or software contained in the equipment, systems and/or services that the Subcontractor uses to perform the Services shall be current state of the art at the time of delivery, and shall include design and performance features and capabilities to ensure that the hardware, software and/or services will not fail or otherwise be inaccessible and that the software and/or services will not provide invalid or incorrect results. Such hardware or software shall not end, abort,

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provide invalid or incorrect results, or otherwise fail because of data-sensitive code or operations, including the following: (a) date data recognition; (b) calculations that accommodate same century and multi-century formulas; (c) date values and date data interface values that correctly identify the century; and (d) accurate leap year calculations that will not result in software failures. The Subcontractor shall not substitute any equipment, systems or services used to perform the Services that do not meet the foregoing requirements.

28.27 Capitalized Terms

28.27.1 Terms capitalized in this Agreement shall have the definitions stated herein, or if not defined herein, shall have the definition stated in the Exhibits and Riders attached hereto.

28.28 Execution of this Agreement

28.28.1 It is expressly understood by the parties that delivery by the Contractor of this Agreement for review or execution by the Subcontractor shall confer no rights nor impose any obligations on either party, unless and until both the Contractor and the Construction Manager shall have executed this Agreement, duplicate originals thereof shall have been delivered to the respective parties hereto and, further, until and unless this Agreement has been approved by the Director.

28.29 Counterparts

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

This Agreement is entered into as of the date and year first above written.

[CONTRACTOR] [SUBCONTRACTOR] ____________________________________

By:_________________________________ Name:___________________________ Title:____________________________

By:_________________________________ Name:___________________________ Title:____________________________

Exhibit A

Description of Project

[DESCRIPTION OF PROJECT]

Exhibit B

Staffing Plan/Key Personnel

(To Be Attached)

Exhibit C

Access and Project Site Security Plan

(To Be Attached)

Exhibit D

Project Site Logistics Plan

(To Be Attached)

Exhibit E

Procurement Plan/Purchasing Schedule

(To Be Attached)

Exhibit F

Safety Plan

(To Be Attached)

Exhibit G

Insurance Requirements

Subcontractor shall, at its own cost and expense, obtain and keep in full force and effect the insurance described in the schedule (titled “Insurance Amounts”) attached hereto with coverage amounts that are no less than the minimum coverage amounts described therein unless otherwise agreed to in writing by the Owner and the Contractor. In addition to the terms and conditions described in the attached schedule, Subcontractor’s insurance shall be subject to the following terms and conditions.

(a) Subcontractor’s insurance shall cover the activities of Subcontractor, any Sub-subcontractor and anyone directly or indirectly employed by the Subcontractor or any Sub-subcontractor (including anyone for whose acts any of them are liable). Such insurance shall be continuously maintained during the entire term of the Subcontract.

(b) Subcontractor shall not commence the Work until Subcontractor has furnished two copies of certificates of insurance in a form satisfactory to Owner and the Contractor evidencing that Subcontractor has obtained insurance in accordance with this Exhibit. Such certificates must provide that the insurer will give Owner and the Contractor at least 45 days’ prior written notice of material change in, or cancellation of, such insurance. If a certificate expires, a renewal certificate is required before any employee is allowed on the Project Site. Delivery of any certificate of insurance to Owner and the Contractor shall not constitute Owner’s and the Contractor’s approval or agreement that Subcontractor’s insurance requirements have been met or that the insurance policies shown in the certificates of insurance are in compliance with these requirements.

(c) Subcontractor’s insurance shall be written in form and substance reasonably satisfactory to Owner and the Contractor by a reputable insurance company authorized to do business in the state where the work is to be performed with a Best’s rating of A-VIII or better.

(d) Subcontractor’s insurance will be primary and non-contributory with respect to Owner’s and the Contractor’s insurance or self-insurance programs.

(e) Owner makes no representation that the insurance required herein will necessarily be adequate to protect the Subcontractor. Subcontractor’s insurance obligations will not reduce or limit the Subcontractor’s obligation to indemnify Owner and the Contractor pursuant to the terms of this Agreement.

(f) To the extent commercially available, with the exception of Subcontractor’s worker’s compensation insurance, Subcontractor’s insurance policies will include the obligation to defend and include the Additional Insureds listed on the Cover Page (which include but may not be limited to the Contractor, the Owner, Owner’s property manager, Owner’s lender and their directors, officers, representatives, agents, and employees) as additional insureds on a primary basis for Work performed under or incidental to this Agreement. If an Additional Insured has other insurance applicable to the loss, it will be on an excess or contingent basis. Neither Subcontractor’s obligation to provide insurance nor the scope of such insurance coverage shall be reduced by the existence of such other insurance.

(g) All of Subcontractor’s insurance policies required herein shall include clauses stating that each underwriter will waive all rights of recovery, under subrogation or otherwise, against the Additional Insureds, including the Contractor, the Owner, Owner’s property manager, Owner’s lender and their directors, officers, representatives, agents, and employees and all tiers of Subcontractors or consultants engaged by them. The Subcontractor will require similar written waivers from all Sub-subcontractors on behalf of all parties enumerated in this section.

(h) The Subcontractor will cause each Sub-subcontractor employed by Subcontractor to purchase and maintain insurance of the types and in the amounts specified below. When requested by the Owner and/or the Contractor, the Subcontractor will furnish copies of certificates of insurance evidencing coverage for each Subcontractor pursuant to the requirements described herein.

(i) There will be no exclusions for NY Labor Law 240 on any insurance coverages procured. Copies of all policies must be submitted to owner for review prior to the commencement of work.

(j) Subcontractor, without any further notification or other process, hereby gives its unconditional consent for its insurance carrier to release directly to CUCF documentation verifying its actual rate for workers’ compensation insurance.

INSURANCE AMOUNTS

Subcontractor shall carry the following insurance policies in the following amounts and with the following terms and conditions:

Worker’s Compensation

Minimum Required Limits:

Worker’s Compensation - Statutory Limits Employer’s liability:

-$1,000,000 Each Accident for Bodily Injury by Accident -$1,000,000 Each Employee for Bodily Injury by Disease -$1,000,000 Aggregate Policy Limit for Bodily Injury Disease

Required Terms and

Conditions: NCCI Workers Compensation and Employers Liability Insurance Policy

form

Commercial General Liability: The Subcontractor will maintain Commercial General Liability insurance covering all operations by or on behalf of the Subcontractor on an occurrence basis against claims for bodily injury, property damage (including the loss of use thereof), personal injury and advertising injury. Such insurance will have these minimum limits, terms and conditions:


$1,000,000 General Aggregate Per Project $2,000,000 Products and Completed Operations Aggregate $1,000,000 Each Occurrence for Bodily Injury/Property Damage $1,000,000 Each Person/Organization for Personal injury and Advertising

injury

Required Terms and

Conditions: ISO Commercial General Liability Policy (Occurrence Form, 12/01

Edition) Products and Completed Operations coverage maintained for at least five

(5) years after contract completion Blanket Contractual Liability (included in ISO form) Broad Form Property Damage (included in ISO form) Separation of Insureds (included in ISO form) Underground, Explosion and Collapse coverage (included in 1993 ISO

form) Personal Injury and Advertising Injury (included in ISO form) Incidental Medical Malpractice (included in ISO form) Owner and all other Indemnitees included as Additional Insureds on Form

CG 2010, Edition 11/85, or CG2010 and CG2037; Edition 10/01 Waiver of Subrogation in favor of Owner, the Contractor and all other

Additional Insureds as set forth on the Cover Page, and all Indemnitees in agreement

Automobile Liability: The Subcontractor will maintain Business Auto Liability covering liability arising out of any auto (including owned, non-owned and hired autos).


$1,000,000 Combined Single Limit Each Accident (Limit may be a combination of Primary and Umbrella policies)

Required Terms and

Conditions: ISO Business Auto Policy or Equivalent Include Owner and all other Indemnitees as Additional Insureds Waiver of Subrogation in favor of Owner and all other Additional Insureds

and Indemnitees in agreement

Umbrella/Excess Liability: The Subcontractor will maintain Umbrella/Excess Liability insurance on an occurrence basis in excess of the underlying insurance described above. It shall be at least as broad as each of the underlying policies.

The amounts of insurance required above may be satisfied by Subcontractor purchasing coverage for the limits specified, or by any combination of underlying and umbrella limits, so long as the total amount of insurance is not less than the limits specified in each section above when added to the limit specified in this section.


The Minimum Amount Required for Umbrella/Excess Liability Coverage is $25,000,000 for the General Contractor and $10,000,000 for sub-contractors and

Required Terms and

Conditions: Occurrence Form Concurrency of effective dates with primary “Pay on Behalf of” wording Broad as Primary Additional Insured Broad as Primary Contractual Liability Broad as Primary Broad Form Property Damage Punitive Damages Coverage (where not prohibited by law)

Subcontractor’s Pollution Liability: Subcontractor will maintain a policy covering third-party injury and property damage claims, including cleanup costs, as a result of pollution conditions arising from Subcontractor’s operations and completed operations with no exclusion relating to physical damage caused by mold Such insurance will have these minimum limits, terms and conditions:


$5,000,000 Each Occurrence $5,000,000 Policy Aggregate

Required Terms and

Conditions: Owner included as Additional Insured Retroactive Date Prior to Start of Work Completed Operations to continue in force for eight (8) years after job

completion Separation of Insured clause with no exclusion for Insured vrs Insured

claims

Certificate Holder and Additional Insured:

The Certificate Holder is:

and: F.J. Sciame Construction Co., Inc. The Additional Insureds are:

F.J. Sciame Construction Co., Inc. Sciame Construction, LLC

And any other individuals or entities designated by the Construction Manager or Owner to be named as Additional Insureds. Should Subcontractor fail to obtain prompt written confirmation and acknowledgement of Additional Insured coverage for the Additional Insureds required hereunder, Contractor has the right to withhold $100,000 (such amount being intended to represent Contractor’s deductible on its own commercial liability insurance coverage and which sum the parties agree to be reasonable and not a penalty) from the payment for Subcontractor’s Work until receipt and acknowledgment by Subcontractor’s insurance carrier(s) that Contractor, Owner and the Additional Insured designated herein are Additional Insureds entitled to defense and indemnification on Subcontractor’s insurance coverage for covered claims, accidents or injuries. Should Subcontractor and/or any sub-subcontractor of any tier fail to purchase and maintain or fail to require to be purchased and maintained any insurance required hereunder, or fail to provide timely notice to its commercial general liability insurance carrier of any accident, injury and/or potential claim on behalf of itself and/or any Additional Insured identified herein, Subcontractor will be assessed liquidated damages in an amount not less than $100,000 (such amount being intended to represent Contractor’s deductible on its own commercial liability insurance coverage and which sum the parties agree to be reasonable and not a penalty), and any additional fees, costs, expenses, increase in insurance premiums and/or damages, including but not limited to attorneys’ fees and expenses, that Contractor actually incurs or reasonably may incur by reason of the foregoing failures. Contractor shall have the right to withhold such sums from amounts due Subcontractor, and to retain such additional amounts until such time as it can be determined with certainty that Contractor will not incur any further loss, damage and/or expense due to Subcontractor’s or its sub-subcontractors’ breach of any insurance requirement. This obligation is in addition to any other indemnity obligation provided in this Subcontract. Notwithstanding any other provision of this Exhibit, Subcontractor specifically agrees that, to the extent permitted by the Prime Agreement or by law, any dispute as to the requirements of this Exhibit G shall be subject to mediation and, if necessary, binding arbitration in New York County, New York, each administered in accordance with the Fast Track Rules of the Construction Industry Rules of the American Arbitration Association. Judgment may be entered upon such arbitration award in any court of competent jurisdiction.

Exhibit H

Cost of the Work (If Applicable)

1. Cost of the Work

1.1 Cost of the Work shall include the Direct Work Cost and General Conditions Costs as set forth below under Section 2. Allowable Costs. The Fee shall be applied to the Cost of the Work only.

2. Allowable Costs

2.1 The Cost of the Work shall include, without duplication, the following Allowable Costs estimated by the Subcontractor for the performance of the Work, without mark-up (except as may be indicated):

2.2 Direct Costs

2.2.1 All costs paid by Subcontractor under Subcontracts approved by Owner for Work performed under the Agreement.

2.2.2 Costs, including transportation costs, cost of materials and equipment incorporated or to be incorporated in the Work.

2.2.3 Costs of materials in excess of those actually installed, but which are required to provide reasonable allowance for waste and for spoilage.

2.2.4 Net rental charges of all machinery and equipment (excluding hand tools) used at the Project Site in connection with the Work, together with costs incurred in the installation thereof, minor repairs and replacements thereto and the dismantling, removal, transportation and delivery of the same.

2.2.5 Except to the extent provided in Section 15.4 of the Agreement, Federal, State and local sales, use, excise, personal property and other similar taxes, if any, which may be required to be paid in connection with Direct Costs.

2.2.6 Costs of heat, light, power, water, safety protection, fire watch, winter and frost protection, and standby labor.

2.2.7 Costs incurred in connection with the storage and warehousing of materials purchased and received in advance of when needed for the Work, subject to prior written approval of the Owner.

2.3 General Conditions Costs

2.3.1 Actual base hourly rates of Subcontractor’s full-time employees (“Personnel”) for service on the Project, which will be multiplied by the Burden Rate as defined below. Attached to the Agreement as Exhibit C (Staffing Plan / Key Personnel) is a schedule of the actual hourly labor rates and titles of all Subcontractor’s Personnel assigned to the Project. Said actual base hourly rate is to be computed by taking the employee’s base annual salary and dividing by 2080. Base annual salary must not include any adjustment whatsoever for bonuses, comp-time, employee profit sharing plan, insurance of any kind, tuition reimbursement, medical savings plan contributions, FICA, FUTA, SUTA, commutation reimbursements, car allowances, etc. Administrative and/or home office personnel

supporting the Project who are stationed off the site shall be compensated solely through the burden rate applied to the Subcontractor’s on-site, full-time employees assigned to the Project. Exhibit C shall be updated by the Subcontractor as employees are assigned to the Project; provided, however that no change in the salary schedule set forth in Exhibit C may be made by the Subcontractor without the Owner's prior written approval.

2.3.2 No personnel, other than those specifically identified in Exhibit C, may be calculated in the General Conditions Costs.

2.3.3 Subcontractor shall provide a Burden Rate applicable to each employee in Exhibit C. Said Burden Rate is to compensate Subcontractor for all employee costs beyond the base annual salaries, including but not limited to: fringes and benefits, FICA taxes, Medicare Taxes, FUTA and SUTA taxes, tuition reimbursement costs, vacation, sick leave, maternity and paternity leave, medical savings plan contributions, car allowances, commuter allowances, drug plan costs, bonuses, profit sharing, ESOPs, etc. The Burden Rate shall also compensate the Subcontractor for all off-site and home/branch office staff that support the Project, such as personnel staff, accounting, finance and insurance staff, etc. In addition, the Burden Rate shall compensate the Subcontractor for costs associated with partners or principals contributing time to the Project and temporary staff personnel costs regardless of job function or whether they are on-site or off-site of the Project.

2.3.4 The Burden Rate shall not apply to union labor.

2.3.5 The following General Conditions Costs shall be calculated at actual cost, subject to the limitations set forth below. No Burden Rate shall apply to said costs.

2.3.5.1 Wages, including fringes and other benefits paid pursuant to applicable collective bargaining Agreements, for union labor, in the direct employ of Subcontractor that is used to perform construction services incident to the Work.

2.3.5.2 Project field office costs and expenses incurred in connection with preparing space and installing a communications network at the Project Site as approved by Owner.

2.3.5.3 Actual costs and/or rental charges for the following, when associated with Work: temporary structures; construction equipment; materials not incorporated into the Work; and hand tools not owned by workmen. Charges allowed under this Section shall include: installation, maintenance, fuel, propane, lubricants, repairs, replacements, dismantling, removal, transportation, delivery, insurance and return costs, less the reasonable salvage value obtainable on such items purchased by Subcontractor which are used, but not totally consumed, in the performance of the Work.

2.3.5.4 Cost of Site cleanup, and rubbish and debris removal.

2.3.5.5 Work-related costs including, but not limited to operation of loading docks, elevator and hoist operators, teamsters, operating and hoist engineers, master mechanics, maintenance mechanics, teamster foreman and similar fees and out-of-pocket expenses normally included in General Conditions Costs in accordance with good construction practice in New York, New York.

2.3.5.6 Federal, State and local sales, use, excise, personal property and other similar taxes, if any, which may be required to be paid by Subcontractor in connection

with the General Conditions Costs, except taxes applicable, directly or indirectly, to Subcontractor's Fee.

2.3.5.7 Costs of specialty consultants and third party service vendors (each approved in advance by Owner); pest control, and snow removal.

2.3.5.8 Costs of Subcontractor’s insurance as required in Section 12.1 of this Agreement and allocated to the Work including, without limitation, advance deposit premiums therefor when billed for the Work.

2.3.5.9 Labor relations costs incurred solely with respect to the Work, subject to prior written approval of Owner.

2.3.5.10 Permit fees and expeditor fees for which Subcontractor is responsible under this Agreement.

2.3.5.11 Fees of third party inspection/testing services and testing laboratories for tests required by Owner, except those related to defective or nonconforming Work, which Subcontractor shall back-charge against the applicable Subcontractor(s).

2.3.5.12 Protection to property adjacent to the Project Site, and protective items to stored, staged, and installed Work, and repairs thereto, including, without limitation, sidewalk bridge and fences.

2.4 Documentation

2.4.1 With regard to all Allowable Costs, Subcontractor shall provide backup documentation as required by Owner in connection with establishment of the General Conditions Cost.

3. Non-Allowable Costs

3.1 Owner will not reimburse Subcontractor for any of the following Non-Allowable Costs, which shall be borne by Subcontractor at its sole expense and no fee shall be earned as a result, unless otherwise agreed in writing by Owner:

3.1.1 Salaries or other compensation of any principals and branch office heads of Subcontractor.

3.1.2 Salaries of support staff personnel including, but not limited to, legal, billing/collections, financial accounting, and corporate insurance.

3.1.3 Operating expenses of Subcontractor's home and branch offices, including overhead and administrative expenses (except as expressly provided in Section 2.3.3 above).

3.1.4 Any part of Subcontractor's capital expenses, including interest on capital employed in connection with the Work.

3.1.5 All costs arising out of or relating to the gross negligence or willful misconduct of the Subcontractor or any Subcontractor in fulfilling a specific responsibility to the Owner set forth in the Agreement. All costs arising out of or relating to the negligence of the Subcontractor or any Subcontractor in fulfilling a specific responsibility to the Owner set forth in the Agreement shall be reimbursable as a General Conditions cost provided that the Subcontractor first uses best efforts to pursue recovery from the Subcontractor (in the case of Subcontractor’s negligence) and only to the extent that the cost is not recoverable from the Subcontractor or insurance proceeds.

3.1.6 Costs of the Work which have been backcharged against or deducted from the compensation of a Subcontractor for any reason, or which are otherwise recovered from that Subcontractor. If the Subcontractor decides for any reason not to pursue a claim against a Subcontractor said claim shall, at the Owner’s request, be assigned to the Owner.

3.1.7 Costs incurred by reason of Subcontractor's failure to comply with Applicable Laws.

3.1.8 Costs of any item or expense which this Agreement expressly provides to be paid or borne solely by Subcontractor.

3.1.9 Overtime charges, except those included in Subcontractor prices for specified Work areas, or otherwise approved by Owner in writing.

3.1.10 Costs associated with the correction of defective or non-conforming Work resulting from the gross negligence or willful misconduct of the Subcontractor or any Subcontractor. All costs associated with the correction of defective or non-conforming Work resulting from the negligence of the Subcontractor or any Subcontractor shall be reimbursable as a General Conditions cost provided that the Subcontractor first uses best efforts to pursue recovery from the Subcontractor (in the case of Subcontractor’s negligence) and only to the extent that the cost is not recoverable from the Subcontractor or insurance proceeds.

3.1.11 Check processing fees or similar charges.

3.1.12 Costs for technical support utilized for computer hardware and software; Project Website development and maintenance; record retention; bank fees; EDP for accounting, and EDP for Subcontractor’s Project Management Control Systems (“PMCS”); and e-mail infrastructure costs for the Project field staff.

3.1.13 All expenses incurred by Subcontractor’s employees in connection with the Project which are reimbursable to such employees under Subcontractor’s Business Expenses Policy, and incurred in the discharge of duties connected to the Services or the Work, including for shift, evening and weekend Work, and staff meals. Such Business Expenses Policy shall be provided to Owner and utilized in the establishment of the General Conditions Cost.

3.1.14 Any other expenses not expressly provided for as an Allowable Cost in this Exhibit K shall be deemed a Non-Allowable Cost.

Exhibit I

Design Professional

(To Be Attached)

Exhibit J

Drawings

(To Be Attached)

Exhibit K

Specifications

(To Be Attached)

Exhibit L

Project Schedule

(To Be Attached)

Exhibit M

Indemnitees

F.J. Sciame Construction Co., Inc. Sciame Construction, LLC The City University Construction Fund The City University of New York City of New York State of New York Dormitory Authority of the State of New York

Exhibit N

Subcontractor’s Waiver and Release of Lien

(To be provided by Subcontractor at the time of Progress Payment)

PROJECT: Period Ending:_________________ WORK: OWNER: CONSTRUCTION MANAGER: SUBCONTRACTOR: Contract Price: $_______________ Net Extras & Deductions: $_______________ Adjusted Contract Price: $_______________ Amount Previously Paid: $_______________ Balance Due: $_______________

Subcontractor acknowledges receipt of the “Amount Previously Paid” set forth above as payments received through the “Period Ending” date above. Subcontractor further acknowledges that, to extent of such payments, the amount of payments received through the “Period Ending” date above represents the amount invoiced and due in accordance with the subcontract between Subcontractor and Construction Manager, dated ______________, for work completed and/or materials supplied through “Period Ending Date.”

Subcontractor waives and releases any and all claims, demands, or causes of action that it has had or currently has arising from or in any way relating to the Agreement, the Project, the Project property or the Work against Construction Manager, its surety; the Owner, and its surety, if any, and waives the right to file any lien or claim against any interest in the real property on which the Project is being constructed and for which the work is being performed, for the work, labor, services, and materials provided up to the Period Ending Date.

Subcontractor represents and warrants to Construction Manager that the money paid to it by the Construction Manager will be used first to pay obligations due or to become due arising out of or relating to the work and/or Project, before being used for any other purpose. Subcontractor acknowledges that future progress payments are expressly contingent upon Subcontractor providing evidence satisfactory to Construction Manager that all payrolls, bills for services rendered, materials and equipment and all liabilities and obligations connected with Subcontractor's work have been satisfied. Such evidence may include, but is not limited to, written releases in a form acceptable to Construction Manager. Subcontractor acknowledges that Construction Manager is relying upon the representations, warranties, and promises of the Subcontractor set forth herein and that upon the breach of same Subcontractor shall be liable to Construction Manager for any and all damages incurred, including legal fees. SUBCONTRACTOR By: _____________________________ Name: Title:

STATE OF NEW YORK COUNTY OF _____________________ Before me, a Notary Public, personally appeared (Name) who did acknowledge before me that he/she executed the foregoing instrument for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and official seal at County, New York, this day of , 20__ My Commission expires: __________________________ _____________________________ NOTARY PUBLIC

Exhibit O

Subcontractor’s Final Affidavit and Release of Claims

(To be provided by Subcontractor at the time of Final Payment)

PROJECT: WORK: OWNER: CONSTRUCTION MANAGER: SUBCONTRACTOR: Subcontractor acknowledges receipt of any and all payments due and owing from Construction Manager pursuant to the subcontract, entered by and between Subcontractor and Construction Manager, dated _____________, (the “Agreement”) for all work performed or materials supplied with regard to the Work. Subcontractor, its successor and/or assigns waive and release, now and forever, any and all claims, demands, or causes of action that it has had or currently has arising from or in any way relating to the Agreement, the Project, the Project property or the Work against the Construction Manager, its surety, if any; Owner, and its surety, if any, except with regard to third party tort claims intended by the parties to be covered by insurance. Subcontractor waives the right to file any lien or claim against any interest in the real property on which the Project is being constructed and for which the work, labor, services, and materials is being performed or provided pursuant to the Agreement and any and all modifications thereto.

Subcontractor acknowledges that all payments due and owing by Construction Manager to Subcontractor with regard to the Project including all Change Orders have been paid in full. Subcontractor agrees that if, after the date hereof, there shall be evidence of any lien filed by (i) the Subcontractor or (ii) any subcontractor (of any tier) or supplier of the undersigned or other person claiming through the Subcontractor or for which the Owner or Construction Manager might become liable or that might encumber title to the Project property, the Project or the Work, or relating to the Work for which the Subcontractor has been paid, the Subcontractor shall promptly discharge the same and indemnify, hold harmless, and defend the Owner and Construction Manager against any losses, damages, costs, or expenses, including, without limitation attorneys’ fees associated therewith. Subcontractor acknowledges that each one of its sub-subcontractors have been paid in full for services performed and/or equipment supplied at the Project. Subcontractor acknowledges that Construction Manager is relying upon the representations, warranties, and promises of the Subcontractor set forth herein and that upon the breach of same Subcontractor shall be liable to Construction Manager for any and all damages incurred, including legal fees. SUBCONTRACTOR By: _____________________________ Name: Title: STATE OF NEW YORK COUNTY OF _____________________ Before me, a Notary Public, personally appeared (Name) who did acknowledge before me that he/she executed the foregoing instrument for the uses and purposes therein set forth.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal at County, New York, this day of , 20__ My Commission expires: __________________________ _____________________________ NOTARY PUBLIC

Exhibit P

Project Communications Program

(To Be Attached)

Exhibit Q

Closeout Procedures & Documentation

(To Be Attached)

Exhibit R

Subcontractor Warranty

[REVIEW]

WARRANTY FOR City University of New York, New York City College of Technology, New Academic Building, New York, New York (Project)

The undersigned hereby warrants to [Construction Manager] and The City University Construction Fund (Owner) the work which we have performed as part of the Project, described as follows: ______________________ (Work), for one (1) year, starting _________________, terminating ____________________________________.

The undersigned agrees to repair or replace to the satisfaction of Construction Manager and Owner any portion of the Work that may prove defective in workmanship or materials within that period, ordinary wear and tear and unusual abuse or neglect excepted, together with any Work or other parts of the Project which may be damaged or displaced in so doing.

All repairs or replacements shall have a warranty period equal to the original warranty period as herein stated, dated from the final acceptance of the repairs or replacement.

If the undersigned fails to comply with the requirements of this warranty within ten (10) business days after being notified in writing, the undersigned hereby authorizes Construction Manager and/or Owner to proceed to have defects repaired and made good at the undersigned’s expense, and agrees to pay the reasonable and necessary costs and charges therefor immediately upon demand. Nothing herein shall limit any other obligation the undersigned may have, or any other right or remedy of Construction ManagerSubcontractor or Owner.

This warranty is assignable by Owner to any affiliate of Owner or to any party which acquires a fee, leasehold or mortgage interest in the Project.

Date:

(Subcontractor’s Name)

(Signature of Subcontractor’s Officer)

(Typed Name and Title of Officer)

(Notary)



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c. F.J. Sciame Construction Co., Inc. - No Tolerance Policy Sciame is committed to the concept that each employee is entitled to a working environment that is free of harassment and offensive behavior. Harassment and offensive behavior are strictly prohibited by Sciame and will not be tolerated. Harassment and/or offensive behavior prohibited by this policy includes but is not limited to requests to engage in illegal, immoral, or unethical conduct, or negative comments or actions based on an employee’s, customer’s, or a member of the public’s race, creed. color, age, sex, national origin, marital status, sexual orientation, status with regard to public assistance, or the presence of a physical, sensory, or mental disability. BID PROPOSAL PACKAGE F FYI – READ & ACKNOWLEDGE ON CHECKLIST



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d. Subcontractor Safety Requirements

Providing a safe and injury-free work site and work environment is of primary importance to F.J. Sciame Construction Co., Inc. (Sciame). It is the responsibility of the Subcontractor to ensure that they perform their operation in the safest manner possible and never compromise the safety and health of their employees and/or of any worker working on or around this project, as well as the safety and health of members of the general public on or near this project. The following safety requirements are mandatory for all personnel on Sciame projects and shall be implemented and enforced throughout the course of the project. These requirements are not meant to be all-inclusive and may need to be supplemented during the course of the project to meet specific conditions and needs that may arise. Subcontractor acknowledges that they understand and shall implement and enforce the following safety requirements throughout their stay on the project:

1) Federal, State, Local and/or other regulatory agencies' safety and health requirements, including but not limited to the Occupational Safety and Health Act of 1970 (OSHA), shall be strictly adhered to as a minimum.

2) Subcontractor shall submit to Sciame prior to the start of work a Project-Specific Safety Program which outlines the scope of work involved with their operation, any special equipment that will be utilized (e-g., cranes, scaffolding, etc.), potential safety exposures to the workers and/or the general public that may be encountered during the course of the operation and an outline and description of controls that the Subcontractor will implement and enforce to control these exposures to ensure the safety of the workers and the general public.

3) Subcontractor in addition to adhering to their own Project-Specific Safety Program shall also adhere to the Sciame Safety Program and the safety direction of the Sciame Safety Director, Project Manager and Project Superintendent.

4) Subcontractor shall implement and enforce a 100% fall management program for any and all operations where employees are exposed to heights of six (6) feet or more, : including steel erection (ref. CFR 1926.500 Subpart M.)

5) Subcontractor shall designate a Safety Representative for the duration of the project. 6) Subcontractor shall furnish Sciame with the name and qualifications of the competent person

for operations as required by OSHA. 7) Subcontractor shall supply Sciame with Material Safety Data Sheets (MSDS) for chemicals or

materials they will utilize on this ' project. 8) Subcontractor shall notify Sciame of any work-related accident(s) resulting from their

operation. A complete accident investigation report must be submitted as well. 9) Subcontractor shall attend a pre-job safety meeting with the Sciame project Superintendent to

discuss their operation and the safety measures that they will put in place. Subcontractor shall also attend regular job site safety meetings as required Sciame.

10) The use, possession and/or sale of alcohol or illegal drugs is strictly prohibited on all Sciame projects.




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11) Sciame management personal may at any time suspend any work activity or operation they feel

endangers workers and/or members of the general public. The Subcontractor shall correct any safety deficiency that Sciame deems necessary to ensure the safety of the project.

12) Failure to comply with and adhere to the safety requirements set forth may result in termination of the subcontract agreement.




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e. Project Labor Agreement (PLA)




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G. Project Insurance Requirements

Subcontractor Insurance Rider In addition to subcontractor purchasing and maintaining insurance as set forth in prime contract, the subcontractor shall comply with the following: Prior to commencement of any work under this contract and until all obligations under this contract are fulfilled, the Subcontractor and each and every lower tier Subcontractor shall, at its sole expense, maintain the following insurance on its own behalf, and furnish to F.J. Sciame Construction Co., Inc., hereinafter referred to as "Contractor", certificates of insurance evidencing same and reflecting the effective date of such coverage as follows: The term "Subcontractor" as used in this insurance rider, shall mean and include subcontractors of every tier. Subcontractor shall, at its own expense, maintain in effect until final completion and acceptance including stipulated warranty period with insurers holding a Best's rating A+ or better and admitted/licensed in every state where work is performed and through policy forms satisfactory to Contractor, minimum insurances as described below. The ratings for each company must be indicated on the Accord certificate of insurance. Before permitting any lower tier Subcontractor to perform any work under this subcontract and if required by contractor, Subcontractor shall require that Contractor be furnished satisfactory evidence that the lower tier Subcontractor maintains insurance similar to that required below. All policies must be written by companies approved by contractor and evidence of such must be delivered to contractor. Subcontractor shall procure and maintain the following minimum insurance coverages in addition to any additional insurance policies necessary to obtain required permits or otherwise comply with applicable law, ordinances, or regulations regarding the performance of work: The following limits or specific coverages do not restrict or limit any contractual obligation between the parties as may be defined elsewhere. Contractor's failure to identify insurance deficiencies does not relieve the Subcontractor from any insurance obligations.

I) WORKERS’ COMPENSATION AND OCCUPATIONAL DISEASE INSURANCE & EMPLOYER'S LIABILITY INSURANCE (meeting statutory limits mandated by State and Federal Laws) covering all Subcontractor's employees directly or indirectly engaged in the performance of the subcontract. The latter insurance shall not provide less than $1,000,000 including:

• USL&H - 'if any' basis, where applicable. • Include all states endorsement, where applicable. • All insurers shall agree to waive the right of subrogation against the Owner and Contractor. • Certificate must clearly identify that coverage applies in state of operation under this project.

BID PROPOSAL PACKAGE G. FYI – READ & ACKNOWLEDGE ON CHECKLIST



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II) DISABILITY INSURANCE: As required by state law III) COMMERCIAL GENERAL LIABILITY:

A) Commercial General Liability Form 1988 ISO Occurrence Form or equivalent (identify form # and

edition date on certificate). LIMITS: (Refer to Attached Sample Certificate)

• Each occurrence for Bodily Injury and Property Damage • Products, Completed Operations Aggregate Limit • General Aggregate* Limit (Other than Products/Completed Operations) • Personal Injury Liability • General Aggregate MUST include per project endorsement (must evidence on certificate).

Above limits will be revised to coincide with Owner's requirements if necessary.

Policy coverage terms and conditions to include:

• Premises/Operations – Must cover all work to be performed by subcontractor and their subcontractors. • Contractual Liability shall include coverage sufficient to meet the obligations in this agreement, including defense costs assumed under contract. These defense costs are in addition to limit of liability. • Products/Completed Operations must include a two year extension beyond acceptance date (refer to attached wording) • Broad Form Property Damage including completed operations • Independent Contractors • Supplementary payments in addition to limit of liability • Contractual exclusion pertaining to operations performed within 50' of railroad must be eliminated • Any deductible clauses, exclusions or special endorsements must be approved by contractor prior to inclusion • Insuring agreement to read "to pay on behalf of" • Waiver of Subrogation for owner, contractor, their directors, officers, employees, subsidiaries & affiliates (and any other additional insureds.) • Severability of interests (cross liability) • Coverage shall not include any exclusions unacceptable to the Contractor and Owner.

IV) COMMERCIAL BUSINESS AUTOMOBILE:

Covering all owned, non-owned & hired vehicles including: LIMIT: (Refer to attached sample certificate for limits) BID PROPOSAL PACKAGE G. FYI – READ & ACKNOWLEDGE ON CHECKLIST



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Any one loss for Bodily Injury (including death) & Property Damage combined • Contractual Liability • All insurers agree to waive their rights of subrogation against Owner, Construction Manager and Program Manager, their directors, officers, employees, subsidiaries and affiliates.

V) V) POLLUTION LIABILITY INSURANCE: When applicable, Subcontractor shall furnish evidence that it has provided Pollution Liability Insurance covering all lead, asbestos, mold and pollution operations with limits not less than $5,000,000* each occurrence combined single limit for bodily injury, property damage and clean-up costs including completed operations (5 year continuation beyond acceptance), broad form contractual (including coverage for third party over claims), and independent contractors coverage. If policy contains a general aggregate, this aggregate must apply on a per project basis, all of which must be evidenced on certificate. All insurers agree to waive their rights of subrogation against the additional insureds and the Contractor and its directors, officers, employees, subsidiaries, and affiliates.

• Defense costs must be payable in addition to limit of liability • Any deductibles, clauses, exclusions or special endorsements must be approved by Contractor prior to inclusion. • Coverage must include on-site, off-site and in-transit exposures. • Policy to read "to pay on behalf of" (in lieu of indemnify). • Must include loading and unloading coverages. • Must be written on occurrence form. • Policy to be submitted to the Contractor for review and approval. • Higher limit to be obtained, if mandated.

VI) VI) PROFESSIONAL LIABILITY INSURANCE: (F.J. Sciame Construction Co., Inc. to

advise if required by addendum.)

• Limit: $5,000,000 • Appropriate professional errors and omissions coverage must be provided if there are any exposures arising from work under the contract.

VII) ADDITIONAL INSURED ENDORSEMENTS:

GL, Auto, Umbrella and Pollution policies shall be endorsed to include Owner and Contractor, F.J. Sciame Construction Co., Inc., their directors, officers, employees, subsidiaries and affiliates, City University Construction Fund (CUCF), City University of New York (CUNY), State of New York, City of New York, New York Resource Center Condominium Corporation, and any other parties as designated in the contract documents as additional insureds, and shall stipulate that this insurance is primary, that any other insurance or self-insurance maintained by Owner, Contractor or other additional insured shall be excess only and shall not be called upon to contribute with this insurance. Each insurance policy shall not be subject to reduction of coverage as to the owner or the Contractor by reason of any claim asserted against the subcontractor other than in connection with the work. BID PROPOSAL PACKAGE G. FYI – READ & ACKNOWLEDGE ON CHECKLIST



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ISO Additional Insured Endorsement form number CG2010 1185 under GL. – Contractors Form B must be utilized and accompany the Certificate of Insurance. “Your Work” must be shown on endorsement (“ongoing operations” is unacceptable) and any other restrictive wording is unacceptable. Note: The Contractor, at its option, may require a separate contractor's protective liability policy in Contractor's name (at Subcontractor's expense). Completed operations exclusion must be deleted. All additional insureds required under GL will be Named Insureds under OCP.

VIII) VII) EMPLOYMENT RELATED LIABILITY INSURANCE (as required):

• Limit: $2,000,000

IX) VIII) RIGGERS LIABILITY INSURANCE: Should subcontractor’s work involve the rigging, hoisting, lowering, raising or moving of property or equipment, Subcontractor shall carry Riggers Liability insurance to insure against physical loss or damage to this property or equipment.

X) IX) APPLICABLE TO ALL INSURANCES:

1. Higher limits required depending upon particulars of each specific contract may be obtained. The above limits may be written by combination of CGL & Umbrella policies. 2. Policies must include endorsements in acceptable form with provision and certificates must include an insurer obligation to provide sixty (60) days prior written notice of cancellation, material change and non-renewal by certified mail, return receipt requested. Notification must be sent to Contractor. 3. Certificates (and endorsements) as required must be submitted to Contractor prior to commencement of any work in conformance with the sample certificate of insurance attached hereto to Exhibit E. 4. Contractor has the right, but not the duty to receive copies of all insurance policies upon request. Policies shall not contain any exclusions that are unacceptable to Contractor and Owner. If requested by Contractor or Owner, all policies must be certified by an insurance carrier as being true and complete. 5. Contractor must be provided updated renewal certificates and required endorsements as appropriate. Failure of Contractor to request renewal certificates or endorsements does not relieve the Subcontractor from the obligation to maintain such insurances as required herein. 6. Any deductibles or self-insured retention included within any of the above insurances shall be the responsibility of the Subcontractor. Any deductibles or self-retention above $25,000 will require approval from the Contractor.




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7. Owner and Contractor have no obligation for premium payments. Subcontractor acknowledges that any sums necessary for premium payment related to this subcontract will not be in addition to the price of this subcontract. 8. If at any time during the period of this subcontract, insurance as required is not in effect of proof thereof is not provided to Contractor, Contractor shall have the option to:

a) direct the Subcontractor to suspend work with no additional cost of extension for time due on account thereof; or b) treat such failure as a material breach/default as respects the Subcontract.

9. If subcontracted operations involve….

a) If subcontracted operations involve or are anticipated to involve hazardous operations including, but not limited to lead, pollution or asbestos liability, special insurance must be implemented for same. Subcontractor will be responsible for premium. b) If subcontracted operations involve or are anticipated to involve aircraft or watercraft exposures. Subcontractor will be responsible for the insurance and premium.

10. Property Insurance by Subcontractor: The Subcontractor shall have sole responsibility to place property insurance coverage for tools and equipment owned, leased or provided by the Subcontractor or its employees. The Subcontractor shall procure and maintain at its own expense property and equipment insurance for portions of the Work stored off the Project or in transit, when such portions of the Work are to be included in Requisition. 11. Waiver of Rights: The Contractor and Subcontractor waive all rights of subrogation against each other for loss or damage to property to the extent the loss is covered by Builder’s Risk or any other property or equipment insurance which the Contractor is required to carry pursuant to the Contract Documents, except such rights as they may have to the proceeds of such insurance. 12. Contractor may, at its option, allocate to Subcontractor its proportionate share of the cost of obtaining Builder's Risk (All Risk) insurance. 13. Claims made policies are not acceptable. (Except Professional Liability) 14. The amount of insurance contained in aforementioned insurance coverages, shall not be construed to be a limitation of the liability on the part of the Subcontractors or any of their Subcontractors in any tier. 15. The Subcontractor shall file certificates of insurance prior to the commencement of work and/or payment with the Contractor, which shall be subject to the Contractor's approval of adequacy of protection and the satisfactory character of the Insurer. 16. The subcontractor shall immediately notify Contractor within forty-eight (48) hours of all accidents or occurrences resulting in injury to the subcontractor's employees, or third parties or damage to




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property of another. The subcontractor shall submit to Contractor a written report (on Contractor’s form if requested). When requested by Contractor, the subcontractor shall furnish Contractor with a copy of any reports prepared for submission to the subcontractor’s insurance company.

XI) WAIVER OF SUBROGATION:

The General Liability, Automobile Liability, Employers' Liability, Pollution Liability and Umbrella Liability policies are required to contain a waiver of all subrogation rights of both the Subcontractor and their insurance company against the Contractor, Owner, and all additional insureds. The certificate of insurance shall indicate that such waiver is in effect.

XII) X) HOLD HARMLESS AGREEMENT: • See F.J. Sciame Construction Co., Inc.’s subcontract agreement




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COMMERCIAL LIABILITY

CGL-ENDORSEMENTS

COMMERCIAL GENERAL LIABILITY

THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY

AMENDMENT - AGGREGATE LIMITS OF INSURANCE (PER PROJECT)

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART The General Aggregate Limit under LIMITS OF INSURANCE (SECTION III) applies separately to each of your projects away from premises owned by or rented to you. BID PROPOSAL PACKAGE G. FYI – READ & ACKNOWLEDGE ON CHECKLIST



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COMMERCIAL LIABILITY

CGL-ENDORSEMENTS

COMMERCIAL GENERAL LIABILITY

THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS

(Form B)

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE

Name of Person or Organization: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of YOUR WORK. BID PROPOSAL PACKAGE G. FYI – READ & ACKNOWLEDGE ON CHECKLIST



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SUBCONTRACTOR INSURANCE PACKAGE Organization Information CONTRACTOR : _________________________________________________________________ ADDRESS: _________________________________________________________________ SIC Code: _________________________________________________________________ Telephone / Fax: _________________________________________________________________ Contact Name: _________________________________________________________________ E-Mail Address: _________________________________________________________________ Trade: _________________________________________________________________ Federal ID #: _________________________________________________________________ DATE: _________________________________________________________________

Required Documents: 1. Provide Certificate of Insurance as per the attached sample. * Wording located in the description box must be included 2. Provide copies of all requested endorsements as per the attached samples. 3. Provide notarized Broker Certification (see attached) 4. Provide signed Completed Operations letter (see attached)

The requirements above are mandatory for all Subcontractors who wish to work on any F.J Sciame job. No subcontractor will be allowed on to a F.J Sciame jobsite until all items are received and are deemed in compliance with F.J Sciame insurance requirements.

** Note additional coverages may be required as per the Owner’s insurance requirements. BID PROPOSAL PACKAGE G. FYI – READ & ACKNOWLEDGE ON CHECKLIST



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Sciame Sample Certificate of Liability Insurance BID PROPOSAL PACKAGE G. FYI – READ & ACKNOWLEDGE ON CHECKLIST



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(To be transposed onto subcontractor’s letterhead)

Ms. Chance F.J. Sciame 14 Wall Street, 2nd Floor New York, NY 10005 Re: Project: CUNY TV Facility Phase II

Insurance Program

Dear Ms. Chance: Please be advised that Completed Operations coverage is included in our current Commercial General Liability Insurance policy. However, our insurance company will not provide a specific extension of this coverage beyond our policy’s expiration date of __/__/__. We’ve purchased Completed Operations in the past and our corporate philosophy is to continue it as part of our corporate insurance program. Please accept this letter as our written confirmation that we will maintain this coverage until the above project meets the conditions specified in the contract for this project. I’ve instructed our insurance representative to provide you with certificates of insurance reflecting this continuing coverage for each policy renewal. We trust this letter is acceptable to you. Very truly yours, [Corporate Officer] (Notarized) BID PROPOSAL PACKAGE G. FYI – READ & ACKNOWLEDGE ON CHECKLIST



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H. Noise Mitigation Plan

DEPARTMENT OF ENVIRONMENTAL PROTECTION NOTICE OF ADOPTION OF RULES FOR

CITYWIDE CONSTRUCTION NOISE MITIGATION

NOTICE IS HEREBY GIVEN PURSUANT TO THE AUTHORITY VESTED IN THE Department of Environmental Protection by section 1043 of the New York City Charter and section 24-219 of the Administrative Code of the City of New York, and after a duly advertised public hearing held on January 18, 2007, that the Department of Environmental Protection has promulgated rules concerning citywide construction noise mitigation. STATEMENT OF BASIS AND PURPOSE On December 29", 2005, Mayor Michael Bloomberg signed Local Law 113 for the year 2005. The law amended the Administrative Code of the City of New York in relation to the Noise Control Code. Specifically, the law established standards and procedures to reduce noise levels from construction, and established sound level standards for specific noise sources. The law also mandated the adoption of rules in section 24-2 19 of the Administrative Code. Pursuant to that section, these rules prescribe the methods, procedures and technology that shall be used at construction sites to achieve noise mitigation whenever any one or more of certain construction devices or activities set forth in the rules are employed or performed. The rules are authorized by section 1043 of the Charter of the City of New York as well as section 24-219 of the Administrative Code of the City of New York. The text of the rules can be found at the following address: http://home2.nyc.gov/html/dep/pdf/noise_constr_rule.pdf BID PROPOSAL PACKAGE H. FYI – READ & ACKNOWLEDGE ON CHECKLIST



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I. Project Schedule

BID PROPOSAL PACKAGE I. FYI – READ & ACKNOWLEDGE ON CHECKLIST – TRADE-SPECIFIC SCHEDULE SUBMITTED UPON REQUEST

ActID

ActivityDescription

OrigDur

RemDur

EarlyStart

EarlyFinish

TotalFloat 20

FEB2012

27MAR

05APR

12MAY

19JUN

26JUL

02AUG

09SEP

16OCT

23NOV

30E

07 14 21 28 04 11 18 25 02 09 16 23 30 06 13 20 27 03 10 17 24 01 08 15 22 29 05 12 19 26

Probe+Roof and 13th Floor

16d 0 23SEP11 A 14OCT11 A

Pre-Con: Design, Bid, Award, and Fabrication-2030 PLA Approval 0 0 01MAR12 A2031 100% CD drawings finalized 0 0 01MAR12 A

1480 Drawings out for bid and award 40d 40d 20MAR12 14MAY12 02190 MEPS drawing coordination 20d 20d 15MAY12 11JUN12 35d2730 Submittals 30d 30d 15MAY12 25JUN12 01490 Fabricate HM Doorsand Frames 20d 20d 05JUN12 02JUL12 60d1500 Fabricate wood doors and frames 20d 20d 26JUN12 24JUL12 55d1510 Fabricate hardware 20d 20d 26JUN12 24JUL12 55d1520 Fabricate portal windows 25d 25d 26JUN12 31JUL12 48d1530 Fabricate millwork 20d 20d 26JUN12 24JUL12 50d1540 Lead time plumbing fixtures 25d 25d 26JUN12 31JUL12 40d1550 Lead time acoustic ceiling 25d 25d 26JUN12 31JUL12 40d1560 Lead time acoustic panels 25d 25d 26JUN12 31JUL12 50d1570 Lead time light fixtures 25d 25d 26JUN12 31JUL12 20d1580 Lead time toilet accessories 25d 25d 26JUN12 31JUL12 47d1590 Lead time mechanical equipment 25d 25d 26JUN12 31JUL12 5d1980 Fabricate signage package 20d 20d 26JUN12 24JUL12 52d2350 Leadtime switchgear 25d 25d 26JUN12 31JUL12 0

Phase 1+Concourse Level (Cellar Level)

45d 45d 15MAY12 17JUL12 60d

Phase 2+Sub-Cellar Mezzanine (X Level)

70d 70d 26JUN12 02OCT12 5d+Concourse Level (Cellar Level)

60d 60d 26JUN12 18SEP12 15d+First Floor

70d 70d 26JUN12 02OCT12 5d+Roof and 13th Floor

35d 35d 26JUN12 14AUG12 40d

Testing, Inspecting, and Sign Off+-

55d 55d 25JUL12 09OCT12 0

PLA Approval100% CD drawings finalized

Drawings out for bid and awardMEPS drawing coordination

SubmittalsFabricate HM Doorsand Frames

Fabricate wood doors and framesFabricate hardware

Fabricate portal windowsFabricate millwork

Lead time plumbing fixturesLead time acoustic ceilingLead time acoustic panelsLead time light fixturesLead time toilet accessoriesLead time mechanical equipment

Fabricate signage packageLeadtime switchgear

Start date 01MAR12Finish date 09OCT12Data date 20MAR12Run date 15MAR12Page number 1A

© Primavera Systems, Inc.

F.J. Sciame ConstructionCUNY TV Studio

Early barProgress barCritical barSummary barProgress pointCritical pointSummary pointStart milestone pointFinish milestone point

AChance

Text Box

Schedule for discussion purposes. Bidder to provide trade-specific schedule on request.



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III. Supplemental Information Items SUPPLEMENTAL INFORMATION ITEMS



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J. M/WBE Requirements & Forms

Requirements for the participation of M/WBEs apply to the Project. Such requirements are set forth below. The goal of the plan for New York State Certified Minority Business Enterprise (MBE) participation is seven and twenty-five hundredths percent (7.25%) of the Lump Sum Base Bid amount, as defined in Section B hereof; the goal for New York State approved Women Business Enterprise (WBE) participation is four and seventy-five hundredths percent (4.75%) of the respective value of the Lump Sum Base Bid amount, as defined in Section B hereof. A. The Contractor shall use good faith efforts to provide for meaningful participation by Minority and Women's Business Enterprises (M/WBEs) in the work. Such good faith efforts shall include, but not be limited to, the following (with the relevant terms defined herein):

1. Soliciting bids, actively and affirmatively, for subcontracts and sub-subcontracts from NYS Certified M/WBEs, including circulation of solicitations to Minority and Women Contractors Associations. The Contractor shall maintain records detailing the efforts made to provide for meaningful M/WBE participation in the-work, including the names and addresses of all M/WBEs contacted and, if any such M/WBE is not selected as a joint venturer or subcontractor, the reasons for such decision.

2. Advertising in newspapers or publications within reasonable proximity to the location where the Work is performed.

3. Utilizing the list of Certified M/WBEs maintained on the internet by Empire State Development Corporation for the purpose of soliciting bids for subcontracts and supplies. The list can be found at the following address: http://www.esd.ny.gov/mwbe.

4. Dividing the work to be subcontracted into smaller portions where technically feasible.

5. Utilizing the services and cooperating with those organizations providing technical assistance in .connection with M/WBE participation.

6. Encouraging the formation of joint ventures, partnerships or other similar arrangements among subcontractors where appropriate to ensure that the Contractor will meet its obligations hereunder.

7. Waiving bonds from M/WBEs and/or providing bonds and insurance for M/WBEs, where appropriate in the Contractor's judgment.

8. Insuring that provision is made to provide progress payments to M/WBEs on a timely basis.

SUPPLEMENTAL INFORMATION ITEMS J. SUBMIT ONLY BY REQUEST



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9. Inserting the foregoing provisions and following definitions in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or supplier.

B. The Contractor shall use good faith efforts to ensure meaningful participation by minority persons and women in the work. Such good faith efforts shall include at least the following:

1. Ensuring and maintaining a working environment free of harassment, intimidation, and coercion. The Contractor shall specifically ensure that all supervisory personnel are aware of and carry out the Contractor's obligations to maintain such a working environment.

2. Establishing and maintaining a current list of minority and women recruitment sources and notifying such sources and minority community organizations when employment opportunities are available, and maintaining a record of the sources' and organizations' responses.

3. Making specific and reasonably recurrent, written and oral recruitment efforts, directed at minority and women's organizations, schools with substantial minority and women enrollment, and to minority and women's recruitment and training organizations within the Contractor's recruitment area.

4. Notifying the Construction Manager promptly when the union or unions with which the Contractor has a collective bargaining agreement have not referred to the Contractor a minority person or woman sent by the Contractor to such union for employment in the work, or when it has other information that the union referral process has impeded efforts to meet its obligations.

5. Disseminating the Contractor’s equal employment opportunity policy within its organization by including it in any employee handbook or policy manual; by publishing it in company newspapers and annual reports; and by advertising such policy at reasonable intervals in union publications. The equal employment opportunity policy should be further disseminated by conducting staff meetings to explain and discuss the policy; by posting of the policy at the site of any work and by review of the policy with employees.

6. Disseminating the Contractor's equal employment opportunity policy externally by informing and discussing it with all recruitment sources and community organizations; by advertising in news media, specifically including minority and women news media; and by notifying and discussing it with all subcontractors. 7. Maintaining a file of the names and addresses of each minority person and woman referred to it by any individual, recruitment source or community organization and of what action was taken with respect to each such referred individual. If the individual was not employed by the Contractor, the file should set forth reasons therefore.




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8. Validating all tests and other selection requirements. 9. Ensuring that seniority practices, job classifications, work assignments and other personnel practices do not have a discriminatory effect. 10. Ensuring that all facilities and company activities are non-segregated except that separate or single user toilet and necessary changing facilities shall be provided to assure privacy between the sexes.

11. Monitoring continuously all personnel activities to ensure that its equal employment opportunity policy is being carried out, including the evaluation of minority and women employees for promotional opportunities on an annual basis, and the encouragement of such employees to seek those opportunities.

12. Maintaining quarterly compliance reports with the Fund relating to the operation and implementation of approved affirmative action programs.

13. Inserting the foregoing provisions in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or supplier.

C. The Contractor shall use the following definitions pertaining to obligations hereof relating to Minority and Women's Business Enterprises (M/WBE):

1. The term "Minority Business Enterprise" ("MBE") means any business enterprise certified as such by New York State Empire State Development and listed on their directory at http://www.esd.ny.gov/mwbe.

2. The term "Women's Business Enterprise" ("WBE) means any business enterprise certified as such by New York State Empire State Development and listed on their directory at http://www.esd.ny.gov/mwbe.


Other Categories

Male Female

Officials/ Administrators

Professionals Technicians Sales Workers Office/Clerical Craft Workers Laborers Service Workers

Temporary /Apprentices

TOTALS

EQUAL EMPLOYMENT OPPORTUNITYSTAFFING PLAN

Submit Upon Notification by CUCF, Prior to Contract Award – Instructions on page 2

Solicitation No.: Work force to be utilized on this contract

Report includes:

Contractor/Subcontractor’s total work force

Contractor Subcontractor

Subcontractor’s name

Reporting Entity:

Enter the total number of employees for each classification in each of the EEO-Job Categories identified

Total Work force

Work force by Work force by Gender Race/Ethnic Identification

EEO-Job Category

(M)

Total

(F)

Total White

(M) (F)Black

(M) (F)Hispanic

(M) (F)Asian

(M) (F)American

(M) (F)

NativeDisabled

(M) (F)Veteran

(M) (F)

PREPARED BY (Signature): TELEPHONE NO.: EMAIL ADDRESS:

DATE:

NAME AND TITLE OF PREPARER (Print or Type): Submit completed plan with bid or proposal EEO 100

Offeror’s Name:

Offeror’s Address:

General instructions: All Offerors and each subcontractor identified in the bid or proposal must complete an EEO Staffing Plan (EEO 100) and submit upon notification by CUCF, prior ro Contract Award. Where the work force to be utilized in the performance of the State contract can be separated out from the contractor’s or subcontractor’s total work force, the Offeror shall complete this form only for the anticipated work force to be utilized on the State contract. Where the work force to be utilized in the performance of the State contract cannot be separated out from the contractor’s or subcontractor’s total work force, the Offeror shall complete this form for the contractor’s or subcontractor’s total work force.

Instructions for completing: 1. Enter the Solicitation number that this report applies to along with the name and address of the Offeror. 2. Check off the appropriate box to indicate if the Offeror completing the report is the contractor or a subcontractor. 3. Check off the appropriate box to indicate if the work force being reported is just for the contract or the Offerors’ total work force. 4. Enter the total work force by EEO job category. 5. Break down the total work force by gender and enter under the heading ‘Work force by Gender’ 6. Break down the total work force by race/ethnic background and enter under the heading ‘Work force by Race/Ethnic Identification’. Contact the

Designated Contact(s) for the solicitation if you have any 7. Enter information on disabled or veterans included in the work force under the appropriate headings. 8. Enter the name, title, phone number and email address for the person completing the form. Sign and date the form in the designated boxes.

RACE/ETHNIC IDENTIFICATION Race/ethnic designations as used by the Equal Employment Opportunity Commission do not denote scientific definitions of anthropological origins. For thepurposes of this report, an employee may be included in the group to which he or she appears to belong, identifies with, or is regarded in the community asbelonging. However, no person should be counted in more than one race/ethnic group. The race/ethnic categories for this survey are:

WHITE (Not of Hispanic origin) All persons having origins in any of the original peoples of Europe, North Africa, or the Middle East.

BLACK a person, not of Hispanic origin, who has origins in any of the black racial groups of the original peoples of Africa.

HISPANIC a person of Mexican, Puerto Rican, Cuban, Central or South American or other Spanish culture or origin, regardless of race.

ASIAN & PACIFIC a person having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent or the Pacific Islands. ISLANDER

NATIVE INDIAN (NATIVE a person having origins in any of the original peoples of North America, and who maintains cultural identification through tribalAMERICAN/ ALASKAN affiliation or community recognition. NATIVE)

OTHER CATEGORIES

DISABLED INDIVIDUAL any person who: - has a physical or mental impairment that substantially limits one or more major life activity(ies) has a record of such an impairment; or is regarded as having such an impairment.

--

VIETNAM ERA VETERAN a veteran who served at any time between and including January 1, 1963 and May 7, 1975.

GENDER

*If NYSESD Certified as both MBE & WBE, only MBE or WBE may be used, not both.

M/WBE UTILIZATION PLAN

INSTRUCTIONS: This form must be submitted with any bid, proposal, or proposed negotiated contract or within a reasonable time thereafter, but prior to contract award. This Utilization Plan must contain a detailed description of the supplies and/or services to be provided by each certified Minority and Women-owned Business Enterprise (M/WBE) under the contract, Attach additional sheets as necessary.

5. Dollar Value of Subcontracts/ Supplies/Services and

intended performance dates of each component of the contract.

MBE

WBE

NYS ESD CERTIFIED*

Contract No.: Project No. (if applicable):Contract Award Date:Estimated Date of Completion:Amount Obligated Under the Contract:Description of Work:NOTICE OF DEFICIENCY ISSUED: YES NO Date:

NOTICE OF ACCEPTANCE ISSUED: YES NO Date:

UTILIZATION PLAN APPROVED: YES NO Date:

M/WBE 103

Offeror’s Name: Federal Identification No.: Solicitation No.: Address:

City, State, Zip Code: Project No.:Telephone No.: M/WBE Goals in the Contract: MBE 9% WBE 6% Region/Location of Work:

1. Certified M/WBE Subcontractors/Suppliers Name, Address, Email Address, Telephone No.

2. Classification 3. Federal ID No. 4. Detailed Description of Work (Attach additional sheets, if necessary)

A.

B. MBE

WBE

NYS ESD CERTIFIED

6. IF UNABLE TO FULLY MEET THE MBE AND WBE GOALS SET FORTH IN THE CONTRACT, OFFEROR MUST SUBMIT A REQUEST FOR WAIVER FORM (M/WBE 104).

PREPARED BY (Signature):

DATE:

NAME AND TITLE OF PREPARER (Print or Type): SUBMISSION OF THIS FORM CONSTITUTES THE OFFEROR’S ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH THE M/WBE REQUIREMENTS SET FORTH UNDER NYS EXECUTIVE LAW, ARTICLE 15-A, 5 NYCRR PART 143, AND THE ABOVE-REFERENCED SOLICITATION. FAILURE TO SUBMIT COMPLETE AND ACCURATE INFORMATION MAY RESULT IN A FINDING OF NONCOMPLIANCE AND POSSIBLE TERMINATION OF YOUR CONTRACT.

EMAIL ADDRESS:

FOR M/WBE USE ONLY

TELEPHONE NO.:

REVIEWED BY: DATE:



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K. Financial & Safety Qualification Forms

CONTRACTOR QUALIFICATION FORM

Organization Information CONTRACTOR: ADDRESS: SIC Code: Telephone and Fax: Contact Name: E-Mail Address: Trade: Federal ID Number: DATE: 1. List Names of Owners, Officers and Key Personnel (Project Executives):

First Name Last Name Position Stock Holder (yes/no) ____________________ _____________________ __________________ __________________________ ____________________ _____________________ __________________ __________________________ ____________________ _____________________ __________________ __________________________ ____________________ _____________________ __________________ __________________________ ____________________ _____________________ __________________ __________________________ ____________________ _____________________ __________________ __________________________ 2. This firm is a (circle one):

Corporation Partnership Sole Proprietor Ltd. Liab. Partnership Other (explain):_________________ 3. How many years has your organization been in business? __________________________ 4. Employee Resources:

Office Shop Labor Field Supervision Company Field Mechanics Current Number of Employees _____ _________ _____________ _________________ 5. Labor Force Characteristics (circle those that apply):

Union Shop Merit Shop Prevailing Wage. 6. Organization Certifications:

Classification Certification Number NYS MBE __________________________ NYS WBE __________________________ SBE __________________________ VBE __________________________ DBE __________________________

SUPPLEMENTAL INFORMATION ITEMS K. SUBMIT ONLY BY REQUEST



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7. How many years has your organization been in business under its present name? __________________________ 7.1 Under what other former names has your organization operated? __________________________ __________________________ __________________________ __________________________ 7.2 List Parent Company (if applicable) __________________________ __________________________ 7.3 List Affiliated Companies (if applicable) __________________________ __________________________ __________________________ __________________________ __________________________ 8. List States in which the firm is licensed:

State License # License Description ___________________ __________________________ __________________________ ___________________ __________________________ __________________________ ___________________ __________________________ __________________________ ___________________ __________________________ __________________________ ___________________ __________________________ __________________________

9. ISO Certifications: ISO Certification Classification Certification Number _____________________________________ __________________________ _____________________________________ __________________________

10. Identify local or national Trade Unions for workmen employed directly by your organization: Trade Local # Geographic Area ___________________ __________________________ __________________________ ___________________ __________________________ __________________________ ___________________ __________________________ __________________________ ___________________ __________________________ __________________________ ___________________ __________________________ __________________________

Work Experience: 1. Information for the last three years:

Item/Year 20__ 20__ 20__ Annual dollar volume of work put in-place ____________ ___________ ____________ Largest contract completed in each of the past three years ____________ ___________ ____________

2. If you have worked for F.J. Sciame (or any of its affiliated companies) name the two largest projects completed: Project Name/Sciame Company Contract Amount Date Completed Project Manager __________________________ ________________ _____________ _______________ __________________________ ________________ _____________ _______________

3. What is your current dollar volume backlog for this calendar year? ______________________________________

SUPPLEMENTAL INFORMATION ITEMS K. SUBMIT ONLY BY REQUEST



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4. Has your firm or any other organization with which the offices or partners were involved during the past three years, ever failed to complete any work award? If Yes, please explain: __________________________________ ___________________________________________________________________________________________ ___________________________________________________________________________________________ 5. Are there any judgments, claims, arbitration, proceedings or suits pending or outstanding against your firm or its officers or principals? If yes, please explain: ____________________________________________________ _______________________________________________________________________________________________ _______________________________________________________________________________________________ 6. Has you firm filed any lawsuits or requested arbitration or mediation with regard to construction contracts within the last three years? If yes, please explain: __________________________________ _____________________________ _______________________________________________________________________________________________ _______________________________________________________________________________________________ SUPPLEMENTAL INFORMATION ITEMS K. SUBMIT ONLY BY REQUEST



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Bond Reference We must receive your bonding information in order to pre-qualify. If you have never been bonded or cannot be bonded please explain why on a separate attachment. Please attach a letter from your bonding company on their letterhead, addressed to Sciame and dated within the past 90 days to include the following: 1. Signature by an attorney in fact 2. Name of bonding company 3. Reference name and number 4. Single and aggregate work program limits 5. Surety rating and size. Note: Bonding Company must be listed in latest issue of the Department of the Treasury’s “Federal Register” References: Bank Bank Reference Name Line of Credit Contact Phone _____________________ _____________ ________________ _______________ Bank Reference Name Line of Credit Contact Phone _____________________ _____________ ________________ _______________ Credit Credit Reference Name Contact Phone _____________________________ ________________ _______________ Credit Reference Name Contact Phone _____________________________ ________________ _______________ Owner Owner Reference Name Contact Phone _____________________________ ________________ _______________ General Contractor/CM GC/CM Reference Name Contact Phone _____________________________ ________________ _______________ GC/CM Reference Name Contact Phone _____________________________ ________________ _______________ GC/CM Reference Name Contact Phone _____________________________ ________________ _______________ SUPPLEMENTAL INFORMATION ITEMS K. SUBMIT ONLY BY REQUEST



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Financial Information Please submit copy of CPA prepared reviewed or audited year-end Financial Statements for the most current fiscal year-end period to include:

1. CPA Opinion Letter 2. Balance Sheet 3. Income Statement 4. Notes to Financials

Please remit to: Anne Marie Chance, F.J. Sciame Construction Co., Inc. Insurance Item Carrier Policy Number Expiration Date Limit Deductible General Liability Aggreg. Amount ___________ _______________ ________________ ____________ __________ Excess (Umbrella) Liability Aggreg. ___________ _______________ ________________ ____________ __________ Amount Property ___________ _______________ ________________ ____________ __________ Professi. Liability ___________ _______________ ________________ ____________ __________ Auto Liability ___________ _______________ ________________ ____________ __________ Worker’s Comp ___________ _______________ ________________ ____________ __________ Other ___________ _______________ ________________ ____________ __________ Interstate Experience Modification Rate (Last Three Years)

Year Rate ____________ ______________________ ____________ ______________________ ____________ ______________________

NOTE: Attach a letter from your insurance carrier verifying the rates noted above, we cannot pre-qualify you without this information. Provide written explanation for any EMR rating over 1.0: ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ SUPPLEMENTAL INFORMATION ITEMS K. SUBMIT ONLY BY REQUEST



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**See Insurance Addendum** Safety, Health and Environment 1. Please provide the following information from your OSHA 300A- Log for the last 3 years:

Description/Year 20______ 20_____ 20______ No. of Fatalities ______________ _______________ ______________ No. of Lost Workday Cases______________ _______________ ______________ No. of Injuries & Illnesses without lost workdays ______________ _______________ ______________ Employee Hours Work field and shop employees. ______________ _______________ ______________

Provide copies of your OSHA 300A- Log for the past three (3) years. 2. Accidents and Injuries SIC/NAICS Code: ________________ # of Employees: _________________

a. Past three (3) years Injury & Illness Rate (I & I Rate) _________ ________ ________ (injury + illness cases) x (200,000 hrs)/(total hrs worked) 20__ 20__ 20__

b. Past three (3) years Lost Workday Case Rate (LWC Rate) _________ ________ ________ (lost workday cases) x (200,000 hrs)/(total hrs worked) 20__ 20__ 20__

Please Answer the following questions: How often are jobsite foremen’s meetings held and are they documented? ________________________________ How often are “toolbox” safety meetings held and are they documented? ________________________________ Are regular safety/housekeeping inspections conducted and documented? Who conducts the inspections? ________________________________ Do you have an accident investigation procedure? Please attach a copy of the procedure. ________________________ Do you have a drug free workplace program? ________________________________ Do you have a lockout/tagout program? ________________________________ Do you have a confined space entry program? ________________________________ Do you have a safety orientation program for new hires? If yes, what does it cover? _____________________________ How many OSHA citations have you received over the last 3 years and what were they for? _________________________ ________________________________ ________________________________ Has there been a work-related death or multiple hospitalizations within the past five (5) years? (If yes, attachment explanation and corrective action description) ________________________________ ________________________________ ________________________________ ______________________________ SUPPLEMENTAL INFORMATION ITEMS K. SUBMIT ONLY BY REQUEST



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Does your company have a Hazardous Communication Program? ________________________________ Will you provide it to F.J. Sciame upon request? ________________________________ Does your company have a documented safety program? Will you provide it to F.J. Sciame upon request? ___________ Do you have a full time safety supervisor on staff? ________________________________ Does your company set safety goals? ________________________________ Does your company have a written quality program? Will you provide it to F.J. Sciame upon request? ________________________________ PROPOSED MANAGEMENT ORGANIZATION Project: CUNY TV Facility Phase II Contractor: ______________________________ Date: _______________________________ Title Name Years in trade/business % of time for this project Project Executive/Director ___________________ __________________________ _____________________ Project Manager ___________________ __________________________ _____________________ Project Manager ___________________ __________________________ _____________________ Project Manager ___________________ __________________________ _____________________ Project Manager ___________________ __________________________ _____________________ General Superintendent ___________________ __________________________ _____________________ Project Engineer ___________________ __________________________ _____________________ Project Engineer ___________________ __________________________ _____________________ NOTE: Please mark the appropriate individuals as follows: * The person who will attend Project Meetings. ** The person who will have the authority to make decisions, including financial decisions, on behalf of the Contractor for this Project. SIMILAR COMPLETED PROJECT LISTING Project: CUNY TV Facility Phase II Contractor: ______________________________ Date: _______________________________ Project Reference: Name of Project: __________________________________________________________________________ Contract Holder: __________________________________________________________________________ Location: __________________________________________________________________________ Dollar Value: __________________________________________________________________________ Project Description:_________________________________________________________________________ Architect: __________________________________________________________________________ Engineer: __________________________________________________________________________ SUPPLEMENTAL INFORMATION ITEMS K. SUBMIT ONLY BY REQUEST



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Owner: __________________________________________________________________________ Owner Telephone Number ___________________________________________________________________ Date Completed: ___________________________________________________________________________ Project Reference: Name of Project: __________________________________________________________________________ Location: __________________________________________________________________________ Dollar Value: __________________________________________________________________________ Project Type: __________________________________________________________________________ Architect: __________________________________________________________________________ Engineer: __________________________________________________________________________ Owner: __________________________________________________________________________ Owner Telephone Number ___________________________________________________________________ Date Completed/will be completed: ____________________________________________________________ CURRENT CONTRACTS AND PENDING PROPOSALS Project: CUNY TV Facility Phase II Contractor: ______________________________ Date: _______________________________ A. PROJECTS CURRENTLY UNDER CONTRACT: Project Name Contract Value Anticipated Start Date Anticipated Completion Date ___________________ __________________ ___________________ _______________________ ___________________ __________________ ___________________ _______________________ ___________________ __________________ ___________________ _______________________ ___________________ __________________ ___________________ _______________________ ___________________ __________________ ___________________ _______________________ ___________________ __________________ ___________________ _______________________ B. PENDING BID PROPOSALS: Project Name Anticipated Start Date Anticipated Completion Date ____________________________ ___________________ _______________________ ____________________________ ___________________ _______________________ ____________________________ ___________________ _______________________ ____________________________ ___________________ _______________________ ____________________________ ___________________ _______________________ ____________________________ ___________________ _______________________ SUPPLEMENTAL INFORMATION ITEMS K. SUBMIT ONLY BY REQUEST



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L. New York State Vendor Responsibility Questionnaire

The NYS Vendor Responsibility Questionnaires and accompanying instructions for completing the Questionnaires are posted on the New York State Office of the State Comptroller website at: http://www.osc.state.ny.us/vendrep/templates.htm. They are listed under the heading “Vendor Responsibility Questionnaires.” ,; SUPPLEMENTAL INFORMATION ITEMS L. SUBMIT ONLY BY REQUEST



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M. Vendor Disclosure Form

SUPPLEMENTAL INFORMATION ITEMS M. SUBMIT ONLY BY REQUEST

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VENDOR DISCLOSURE FORM

VENDOR INFORMATION

Vendor Name EIN/TIN Date

Vendor Address City State ZIP

DBA DUNS number Address Owned Rented

Phone Website Email

NO YES Does the vendor share office space, staff, equipment or expenses with any other entities?

If “YES”, please list

Business Category

Professional Services

Commercial Services Construction Manufacturing Distribution Retail Human

Services Not-for-profit

Date Formed State Formed Business Type (Corp., LLC, etc.) Fax

List with EINS any affiliates and/or entities that control or are controlled by the vendor:

Note: All “Yes” answers require a detailed response in a separate attachment.

CONTRACT INFORMATION

Project Name Project Number

Vendor’s Relationship to this Project Prime Contractor Subcontractor to Prime Subcontractor to a Subcontractor

Type of work to be performed Contract Amount ($)

If you are a Subcontractor, please enter the name of the firm that holds your Contract:

PRINCIPAL INFORMATION (Include all principal owners plus officers exercising the most control)

Name DOB Position % Ownership Email




For each principal, list ALL entities in which the principal owns 20% or more of such entity below.

Name Entities

Name Entities

Name Entities

Name Entities

Office of Facilities Planning, Construction and ManagementDepartment of Vendor Integrity and Investigations 555 West 57th Street – Suite 1325 New York, NY 10019 Tel: 212-541-0438 Fax: 646-216-7064

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CRIMINAL CHARGES/CONVICTIONS

Has the vendor, any affiliate, or any of their current or former principal owners or officers or managerial employees:

NO YES Been convicted of a misdemeanor and/or found in violation of any administrative, statutory, or regulatory provisions in the past five (5) years?

NO YES Been convicted of a felony in the past ten (10) years?

NO YES Have any felony, misdemeanor and/or administrative charges currently pending?

Note: All “Yes” answers require a detailed response in a separate attachment.

GENERAL RESPONSIBILITY QUESTIONS

At any time during the past five (5) years, has the vendor, any affiliate, or any other entity in which the principals/officers of the vendor are/were principals/officers, been subject to the following, whether pending or completed:

NO YES Debarred from entering into any government contract?

NO YES Found non-responsible on any government contract?

NO YES Declared in default and/or terminated for cause?

NO YES Determined to be ineligible to bid or propose on any contract?

NO YES Suspended from bidding or entering into any government contract?

NO YES Received an overall unsatisfactory performance rating from any government agency on any contract?

Are there or have there been any judgments, injunctions or liens, including but not limited to, judgments based on taxes owed, fines and penalties assessed by any government agency against the vendor, any affiliate or any other entity in which the principals/owners of the vendor are/were principals:

NO YES At any time in the past five (5) years?

NO YES That remain open, unsatisfied, or in effect today?

NO YES Have any bankruptcy proceedings been initiated by or against the vendor or its affiliates within the past seven (7) years (whether or not closed) or is any bankruptcy proceeding pending against the vendor or its affiliates regardless of date?

NO YES Is there any litigation pending or threatened, or other existing or pending condition, claim or event that may significantly affect the financial status of the vendor or any affiliate?

In the past five (5) years, has the vendor, any of its principal owners or officers, or any affiliate:

NO YES Had any permit, license, concession, franchise or lease terminated for cause or revoked?

NO YES Been disqualified for cause as a bidder on any permit, license, concession, franchise or lease?

NO YES Received any OSHA citation and Notification of Penalty containing a violation classified as serious or willful?

NO YES Had a government entity find a prevailing wage or supplemental payment violation?

NO YES Had a New York State Labor Law violation deemed willful?

INVESTIGATIONS

NO YES In the past five (5) years, has vendor or any affiliate or any individual currently or within that period serving as a principal owner, officer or managerial employee been investigated by any government agency, including any federal, state and local regulatory or law enforcement agencies?

NO YES

In the past five (5) years, has vendor or any affiliate or any individual currently or within that period serving as a principal owner, officer or managerial employee been subpoenaed before a grand jury, federal, state or city department, commission or agency to testify in an investigation or produce records (including voluntary participation) concerning any transaction or contract with a government entity?

NO YES In the past five (5) years, has vendor or any affiliate or any individual currently or within that period serving as a principal owner, officer or managerial employee, during the course of, or in an action, a proceeding or investigation, been granted immunity from prosecution?

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Sworn to before me this ________ day of ______________________, 20_____. ________________________________________________ Notary Public Please submit the completed, signed and notarized form by email, as an attachment, to [email protected] and also send the original document to: CUNY Facilities Planning, Construction and Management Office of Procurement Services 555 West 57th Street, 11th Floor New York, NY 10019 Revised: 7/18/2011

CERTIFICATION

A MATERIALLY FALSE STATEMENT WILLFULLY OR FRAUDULENTLY MADE IN CONNECTION WITH THIS DISCLOSURE FORM MAY RESULT IN RENDERING THE VENDOR NON-RESPONSIBLE WITH RESPECT TO THE DISCLOSURE FORM SUBMISSION AND, IN

ADDITION, MAY SUBJECT THE PERSON MAKING THE FALSE STATEMENT TO CRIMINAL CHARGES. THIS FORM IS INTENDED TO BE A WRITTEN INSTRUMENT UNDER ARTICLE 175 OF THE NEW YORK STATE PENAL LAW.

I certify that the information set forth in or attached to this Vendor Disclosure Form is true and correct to the best of my knowledge, information and belief, and I understand that the making of any false statement in this form or any attachment is a class E felony. I further certify that no public, College, or CUNY employee, officer, or person whose salary is payable in whole or in part, directly or indirectly, from the City Treasury or State Treasury is directly or indirectly interested in the subject transaction or in the goods or services to which it relates or in any portion of the profits thereof.

Signature Name Date

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CUNY VENDOR DISCLOSURE FORM ATTACHMENT Use this page to address in detail each “Yes” answer and, where appropriate, attach any relevant documentation.

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THIS SECTION IS FOR CUNY USE ONLY: DO NOT WRITE BELOW THIS LINE COMMENTS/NOTES:



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