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Dennis M. Walcott, Chancellor

STANDARD FORM OF CONTRACT Serial No. B2254 INSPECTION, RECHARGING AND REPAIR OF FIRE SUPPRESSION AND HOOD EXHAUST SYSTEMS Sealed bids will be received by the Division of Contracts and Purchasing, The New York City Department of Education, 65 Court Street, 12th Floor, Room 1201, Brooklyn, New York 11201 up until 4:00 P.M., TUESDAY, JULY 30, 2013 NO LATE BIDS WILL BE ACCEPTED

PRE-BID CONFERENCE ON Thursday, JULY 11, 2013 at 3:00 P.M. 65 Court Street, 12th Floor Conference Room, Brooklyn, New York 11201

BIDS WILL BE PUBLICLY OPENED AND READ

ON WEDNESDAY, JULY 31, 2013 AT 11:00 A.M. Only duly authorized representative of the company shall sign this bid to The New York City Department of Education Name of Bidder

_______________________________________________

Address of Bidder

_______________________________________________ ______________________________ Zip _____________

Telephone No.

_______________________ Fax ___________________

E-Mail Address:

_______________________________________________

Federal ID No.

_______________________________________________ Division of Contracts and Purchasing

65 Court Street  Brooklyn, New York 11201 Telephone: (718) 935-2300 * Fax: (718) 935-2155

BID SERIAL B2254

TABLE OF CONTENTS SPECIAL BID TERMS & CONDITIONS SECTION Scope of Work 1.1 Contract Period 1.2 Bidder’s Qualifications 1.3 Contract Award 1.4 Provision for Additional/Deleted Items 1.5 1.6 Pricing Wage Rates 1.7 Other Than Normal Hours 1.8 1.9 Consumer Price Index Adjustment to Labor Rates in Original Bid Dust Control 1.10 1.11 Safety and Health Regulations Asbestos and Environmental Conditions 1.12 New York State Labor Laws 1.13 Certified Payroll 1.14 Overtime Work 1.15 Noise Control 1.16 Voluntary Price Reductions 1.17 Electronic Ordering/Ordering Procedures 1.18 Delivery and Response Time 1.19 Discrepancies 1.20 Rejections 1.21 Returns 1.22 Discontinued Items 1.23 Substitutions 1.24 Material Inspection 1.25 Invoicing Procedures 1.26 1.27 Payment Taxes 1.28 Customer Service 1.29 1.30 Management Reports Contract Documents Examination By 1.31 Bidders/Inquiries Pre-Bid Conference 1.32 BID SPECIFICATIONS & BID BLANK SECTION Scope of Service 2.0 Aggregate Class 1 2.1 Hours For Service 2.1.1 Aggregate Class 2 2.2 Hours For Service 2.2.1 Repair Work Guarantee 2.2.2 Percentage Discount From MFG’S List Price for Parts 2.2.2 Estimates 2.2.4 Ordering 2.3 System Capabilities 2.4 Fleet And Crew 2.5 Liquidated Damages 2.6 Specification Note 2.7 Bid Calculation 2.8 Bidder’s Quotation and Bid Blank Instructions 2.9 Diesel Emission Reduction Act of 2006 2.10 Special Notes 2.11 BID FORMS SECTION Affidavit of Acknowledgement 3.11 Affidavit of Acknowledgment Form 3.15 3.16 Affidavit of Acknowledgment Form - Cont’d Bidder Information, Certification & 3.13 Signature Page Bidder Information, Certification & 3.14 Signature Page Cont’d Company Information 3.2 Conflicts of Interest 3.9 Criminal Charges 3.8 Electronic Commerce Program 3.17 Equal Employment Opportunities Equal Employment Opportunity Requirements 3.4 Insurance 3.5 Insurance Form (Sample) 3.6 3.3 No-Bid Response Form Non-Collusion 3.12

Reminder to All Bidders Representations of Fact Vendex Questionnaire GENERAL BID TERMS & CONDITIONS Ability to Perform Acceptance of Final Payment Administrative Costs of the Board of Education Affirmation of Responsibility and Paid Taxes Alternate Items Anti-Trust Clauses Availability of Funds Bid Deposit Bid Opening Bid Submission Form Bidder’s Certification of Compliance with Iran Divestment ACT Catalog Reference Certification By Broker Code of Ethics Competent Workmen Compliance With Laws Contract Extension Contract Default of Contract Delivery Delays Description of Items Discount for Prompt Payment Dispute Resolution Duty to Report Estimated Quantity Federal Regulations Forum Provision Choice of Law, Consent to Jurisdiction and Venue Gift and Gratuities Government Regulations Inspection of Delivered Goods Interpretation Investigations Iran Divestment ACT Labor Law Late Bids Local Law 121 MacBride Principles Provision Material Safety Data Sheets (MSDS) Minority and Women Owned Business Entities Participation New Merchandise New York State “Right To Know” Law No Discrimination No Estoppel Non-Assignment of Contract Notice of Award Packing Participation in International Boycott Patent Right: Copyright Payment Policy Post Award Substitutions Price Certification Clause Purchase Orders Removal of Rubbish Sales and Marketing Literature Samples Set-Off Rights Submission of Bid Suspension of Deliveries Termination of Contract Tie Bids Time Constraints Unit of Measure Use of Subcontractors

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3.1 3.10 3.7 SECTION 4.18 4.29 4.39 4.21 4.17 4.51 4.25 4.9 4.7 4.5 4.65 4.12 4.66 4.46 4.58 4.48 4.2 4.1 4.40 4.33 4.13 4.28 4.62 4.63 4.15 4.55 4.49 4.59 4.56 4.38 4.6 4.54 4.64 4.24 4.8 4.61 4.60 4.43 4.20 4.30 4.44 4.47 4.57 4.23 4.22 4.31 4.53 4.45 4.27 4.37 4.42 4.26 4.36 4.41 4.14 4.52 4.4 4.34 4.3 4.16 4.35 4.11 4.19

BID SERIAL: B2254 Withdrawal of Bid 4.10 4.32 Workmanship and Quality 4.50 Written Agreement ATTACHMENTS SECTION 5.0 Bid Blank Pages (Bid Blank.xls-Excel Attachment A) 6.0 Schools w/Fire Suppression Systems (Attachment B)

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BID SERIAL B2254

DEFINITIONS The following words utilized throughout the document are defined for the Bidder(s)’ understanding: 1. The New York City Department of Education (NYCDOE), Department of Education (DOE), ‘The Department’, ‘The Board’ and BOE: terms used interchangeably for the Board of Education of the City of New York, its agents, employees, designees, etc. as the case may be. Although this agency is being referred to as NYCDOE, for contract and insurance purposes, the agency is still the Board of Education, and therefore, the contracts and insurance certificates still must reference the Board of Education of the City of New York. 2. Comptroller: means the Comptroller of the City of New York. 3. Chancellor: means the Chancellor of the Board. 4. Executive Director, Director or Purchasing Agent: used interchangeably to refer to the person(s) delegated by the Board of Education as the approved designee(s) to administer this contract. 5. Custodian Engineer or Building Manager: refers to the building manager or person authorized or designated to open or control the space where the work shall be performed, and/or is responsible for the operation of the building who may be the custodian of the building, the building manager, or the building engineer. 6. Bidder, Contractor or Vendor: is the individual, firm or corporation submitting an offer or bid of a price to supply the Board with the goods and/or services indicated in this Bid and who, if awarded this contract, is obligated to furnish goods and/or services in accordance with all the terms and conditions of the contract. 7. Contract: includes definitions, special terms and conditions, general terms and conditions, specifications, bid blank, bid forms, attachments, affirmations, the bid and contract agreement, any special instruction to bidder, together with all amendments or modifications, all provisions required by law to be inserted in this contract whether actually inserted or not, purchase order or notice of award and notice to proceed, when applicable. 8. Date of Contract Award: the date of Notice of Award, if issued, or otherwise the date of purchase order. 9. Attachments: includes Bid Blank, Clarifying Questions Form and Bidders Qualifications Form as supporting documentation and material to validate compliance of this bid. This may also include financial information, such as balance sheets or debt ratings, company rankings or comments from industry analysts, articles from reputable publications and sources, or the Vendor’s catalogs, price lists and specification sheets. 10. Materials, Goods or Services: are the subject matter of this contract and include but are not limited to supplies, commodities, equipment, articles, merchandise or wares, together with any labor, services or other work necessary for performance of the Contract. 11. Work: labor, equipment and necessary actions agreed to be furnished or done by or on the part of the Contractor. 12. Workers: means all labor, employees, supervisors employed by through this Contract, or at the request of the Contractor to perform any work in connection with the Contract.

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BID SERIAL B2254 KEY DATES:

Key Dates in Bid Process

Date

Time

Pre-Bid Conference

Thursday, July 11, 2013

3:00 P.M.

Bid Due Date and Time

Tuesday, July 30, 2013

4:00 P.M.

Wednesday, July 31, 2013

11:00 A.M.

Public Bid Opening sealed responses

INQUIRIES: Specific questions concerning this RFB should reference the RFB by section number and be submitted in writing, via email to Robin Greene at [email protected]. No telephone calls will be accepted regarding this RFB. When submitting questions, Bidders will be required to provide the following:  The bidding company's name and submission date.  References to specific points within this RFB using the relevant Section # and Subsection Title  A clear and concise question Answers to inquiries will be posted on the DCP website as soon as the Board can provide a complete listing of responses. Bidders shall rely on the information contained in such Q&A and addendum. Any verbal statements regarding this RFB previous to award shall be deemed unauthorized and may not be relied upon. Bidders should not rely on any representations, statements, or clarifications not made in this RFB, a formal addendum. Whenever responses to these inquiries result in a modification or addition to the original bid, the reply will be made in the form of an addendum to this document and a copy will be forwarded to all bidders and must be attached to the bid submittal.

BIDDER CHECKLIST: In order to facilitate expeditious and accurate completion of all bid responses, please refer to the following checklist to ensure that all activities are completed in a timely manner. Please review the checklist and confirm that you have all the required material and understand all of the bid requirements before submitting your response. Please ensure that you have received each of the following documents for your response to this Request for Bid. The attachments include:  Request for Bid - Standard Form of Contract. Bid Terms and Conditions  Bid Blank.xls (Attachment A) – List of items, Estimated Qty…  Attachment B- List of Schools Before submitting your bid, please check the Division of Contracts and Purchasing web site at http://schools.nyc.gov/Offices/DCP/Vendor/RequestsforBids/Default.htm to make certain all amendments have been included.

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BID SERIAL B2254

SPECIAL BID TERMS AND CONDITIONS 1.1.

SCOPE OF WORK:

This is a requirements contract and is intended to cover, during the period of the contract, the requirements for Inspection, Recharging and Repair/Upgrades of Fire Suppression and Hood Exhaust Systems listed in the schedules herein for all the schools and offices etc., under the jurisdiction of the Board of Education of the City of New York. The bid consists of two aggregate classes. Aggregate Class 1 Inspection and Recharging of Fire Suppression System, Aggregate Class 2 Repair/Upgrades of Fire Suppression System. The Prevailing Wage classification for Aggregate Class 2 is Steamfitter II. 1.2.

CONTRACT PERIOD:

The proposed contract is for the period commencing with the registration of the contract by the New York City Comptroller’s Office and will expire five (5) years from the date of registration. The contract may be terminated by the successful bidder(s) receiving award of the contract Three (3) years after commencement of contract, provided written notification is delivered by mail with confirmation of delivery, two hundred and seventy (270) days prior to the third and following anniversary dates of the registration of the contract. All contract terms and conditions shall remain in effect for the full term of the contract and any extension thereof. Such notification must be addressed to the Director, Division of Contracts and Purchasing. All discounts, terms and conditions are to remain unchanged throughout the total contract period(s). 1.3.

BIDDER’S QUALIFICATIONS:

Bids will be accepted only from firms actively engaged in the manufacture or sale of the commodities and/or services specified in the bid. Bidder must have adequate equipment and organization to ensure prompt and efficient service to the Department of Education. The Department reserves the right, before making an award, to inspect the bidder’s and/or subcontractor’s premises to determine if the location, facilities and equipment comply with the conditions of the bid and to take any other action necessary to determine fitness, reliability and ability to perform. No bid will be considered from any bidder not meeting all the specifications and requirements stated herein. a) Bidders shall submit satisfactory evidence that it has adequate plant, equipment, financial resources and qualified personnel to perform the type, magnitude, quality and quantity of work bid and ensure prompt, efficient delivery and support as required. b) Three (3) years experience of comparable magnitude and scope. c)

Provide evidence that bidder is an authorized service provider for the manufacturers listed for each individual. system type & licensed & authorized by the New York City Fire Department & New York City Building Department. Current copies of all licenses and manufacturer’s authorizations must be provided to the Department of Education and updated as necessary. Additionally, any license certifications and / or authorizations must be available to Department auditors upon demand.

d)

The Technicians to be assigned to perform the work of this contract have a minimum of 3-years experience maintaining equipment or providing service of this nature. The technicians must have attended and hold Certificates of Training by a nationally recognized institution, or by a nationally recognized Manufacturer of Equipment listed in this bid. Names of technicians and Certificates of Training must be submitted with the bid document.

e)

Contractor must have a person on staff with a Master Fire Suppression Piping Contractor Class A License and Manufacturer’s Certificate for servicing these types of systems.

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BID SERIAL B2254 f)

References may be requested attesting to bidder’s validity, reliability and ability in performance of contracts of similar size and scope.

g)

The DOE reserves the right to request additional information or documentation from the bidder as deemed necessary in determining qualifications, capability or financial stability. Examples of financial statements may include but not limited to a balance sheet, income statement, statement of earnings and/or letters of credit from financial institutions. The bidder must be financially stable and able to substantiate the financial statements of its company.

If the bidder has not been in business within the last three (3) years, the bidder may be required to submit tax returns (personal and/or corporate) for the last three (3) years. This statement may include a balance sheet, year to date and a statement of profit and loss year to date. These financial statements must give evidence satisfactory to the DOE that the business will have sufficient working capital to meet the ongoing expenditures once services begin and prior to the onset of contract payments. The DOE reserves the right to reject any bidder who does not demonstrate financial capability sufficient for the scope of the solicitation. Bidders must be able to comply with all requirements of this bid at the time of award. 1.4.

CONTRACT AWARD:

Award, if made will be to the lowest formal responsive responsible bidder complying with bid specifications, terms and conditions. For Aggregate Class 1, award will be determined by the lowest total price. For Aggregate Class 2, award will be determined by the combined total of the hourly rate and highest percentage discount off manufacturers’ price list. Award will be made on an aggregate class basis. Bidders should be aware that the Department of Education retains the right to not award to any company which is delinquent in the payment of New York City, New York State or Federal taxes and fines. If your business owes taxes or fines and has paid said obligations within the last thirty (30) days or is contesting/disputing said obligations, you must submit with your bid proof of payment or letter informing the department that the amount is in dispute, of your bid may be disqualified. The Board of Education reserves the right to reject any or all bids or to accept any part of any bid and reject the other part, if, in its opinion, such action would be in the best interest of the Board. The Board reserves the right to reject any bid from a bidder whose bid is submitted improperly, unintelligible or incomplete. 1.5.

PROVISION FOR ADDITIONAL/DELETED ITEMS:

The Department reserves the right, when deemed necessary, to make additions or deletions of items in the awarded vendor(s)’ contract to address new regulations, standards, discontinued product or upgraded models, in a manner not materially affecting the substance of the contract. The Department shall determine the reasonable value of items which are to be added or deleted based on its specific needs. During the contract term, additional items or revised specifications for the commodities/services being supplied under this contract will be required by Office of School Food to maintain quality standards. The Division of Contracts and Purchasing in conjunction with the Office of School Food will notify the awarded vendor(s) of the need for a new item when it arises and provide new specifications and product requirements as well as Approved Brands where applicable. Vendors then have the option of providing the Approved Brand, if one is provided, or an alternate product according to the following process:

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BID SERIAL B2254 1. Vendor(s) will be given ten (10) working days, after notification, to provide pricing that will satisfy the new specifications and relevant product requirements. 2. Vendor(s) may be required to provide a sample of a Brand/item meeting the defined specifications and the pricing for the product to the Division of Contracts and Purchasing and the Office of School Food, within seven (7) working days of identifying said product, or as otherwise specified by the OSF. 3. The new item will be reviewed and/or tested by the Office of School Food. 4. If approved, the item/service will be added to the contract and the item will be available for purchase. Said item(s) will be subject to the terms and conditions specified herein for all other items in this bid. 5. No additional or new items are to be delivered until permission is granted and Brand is approved in writing by the Division of Contracts and Purchasing and/or the Office of School Food. If an item or Brand is delivered without prior written approval, liquidated damages may be assessed. The Office of School Food will send notification of the brand approval to all applicable Vendors. 1.6.

PRICING: The NYCDOE requests unit prices for the stated unit of measure and the total price for each item/ service which the bidder proposes to furnish and deliver and a percentage (%) discount off the latest available manufacturer’s price list. One discount is to be provided for all manufactures parts lists. All prices quoted must include all charges that would be incurred for services provided within the five (5) boroughs of the City of New York.

1.7. WAGE RATES: AGGREGATE CLASS 2 ONLY If the Work of this Contract is covered by the provisions of New York State Labor Law Sections §220 or §230, the following provision(s) shall apply: The Office of the Comptroller of the City of New York has certified wage rates, which rates have been established by him pursuant to the laws of the State of New York. The Contractor and every subcontractor on contracts shall post in a prominent place on the site of the work a legible statement of all wage rates as specified to be paid for the various classes of mechanics, workers or laborers employed on the work. Effective July 18, 2008, in addition to the existing prevailing wage rate law, Labor Law §220, section 220-h, all laborers, workers, and mechanics working on the site of public work projects of at least $250,000 are required to be certified as having successfully completed the OSHA 10-hour Construction Safety and Health Course S1537-A. The Bidder shall adhere to the following prevailing wage requirements: Where the bid of the apparent low Bidder is lower than the bid of the next lowest Bidder by more than 10% or $300,000.00, whichever is greater, the Board shall require the apparent low Bidder to provide proof satisfactory to the Executive Director that the apparent low Bidder will: Pay its employees prevailing wages and provide prevailing supplements as required by the Labor Law, and In determining whether a Bidder may receive an award, the Board shall consider whether the Bidder will comply with the requirements of the Labor Law concerning prevailing wages and supplements, or any other provision of law, and whether it will require its subcontractors to do the same.

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Comment [MSOffice1]: Are we indicating which title is required and that it is for Aggregate class 2 only? And is this the appropriate language for this contract.

BID SERIAL B2254 1.8.

OTHER THAN NORMAL HOURS: The Contractor may be directed to perform Work in buildings under the jurisdiction of the Board on Saturday, Sunday, Holiday and Other Than Normal Hours of duty on business days. When the Contractor is so directed, the Department will waive school opening fees for the extra services entailed. If the building or site is available for Work to be performed during Normal working Hours and the Contractor requests and receives permission to perform work on Saturday, Sunday, Holiday and Other Than Normal Hours of duty on business days, the Contractor shall be required to pay the Board for the duly authorized extra service entailed. The cost of this extra service is subject to changes in the Board’s costs. Currently the fees are as follows: After 5:00 P.M. on business day - $41.00/hour Saturday, Sunday and Holiday - $41.00/hour (Four Hour Minimum) Before 7:45 A.M. on business day - $41.00/hour Holidays are established by the Board and the School Year List is posted on the Department’s Web Site. Normally included holidays are: NEW YEAR'S Day, MARTIN LUTHER KING JR.'S BIRTHDAY, GEORGE WASHINGTON'S Birthday (President’s Day), ABRAHAM LINCOLN'S Birthday (Observed Date), MEMORIAL Day, INDEPENDENCE Day, LABOR Day, COLUMBUS Day, VETERANS' Day, THANKSGIVING Day and the Day after Thanksgiving, CHRISTMAS Day, GOOD FRIDAY, ROSH HASHANAH AND YOM KIPPUR. For keeping the schools open for the benefit of Contractors, or for purposes or in a manner not clearly covered in the foregoing schedule and schedule conditions, the Executive Director of the Division of School Facilities or his/her designee is empowered to apply the most equitable rate or rates. The Contractor is required to submit a permit form signed by an authorized representative of the Division of School Facilities. Where the fee is not waived, a certified check or money order made out to the Department of Education in the required amount shall accompany the permit form. Under no circumstances shall the Contractor pay the custodian directly for building related services.

1.9.

CONSUMER PRICE INDEX ADJUSTMENT TO LABOR RATES IN ORIGINAL BID The labor rate Bid Prices shall be in effect for the first year of the Contract. The contract prices will be adjusted on each anniversary of the Contract to reflect changes in the Consumer Price Index. The adjustment shall be calculated based on the U.S. City average Consumer Price Index of Retail Goods and Services for all urban consumers (CPI-U-All Urban Consumers), as published monthly by the United States Department of Labor, Bureau of Labor Statistics, or if such index be discontinued, any substitute index mutually agreed upon by the parties hereto. The adjustment shall be calculated as set forth in the following example: a.: Original Bid Price = 1.0000 b.: CPI for the month in which the original Contract term commenced = 126.0 c.: Latest published CPI available as of the applicable anniversary date = 127.3 d.: Adjusted Bid Price (effective on the first day of the renewal period) e.: Calculation: d = a x (c/b) = 1.0000 (127.3/126.0) = 1.0103

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Comment [MSOffice2]: This would be for the labor rates as discussed yesterday for both classes right?

BID SERIAL B2254 The Board will calculate the adjusted Bid Price annually and adjust and approve the then current adjustment factors. The adjusted Bid Prices that are in effect on the date the Proceed Order is issued shall be used to calculate the cost to perform that Proceed Order. 1.10. DUST CONTROL A.

The Bidder’s attention is directed to the Dust Control Procedures established by the Division of School Facilities. The Dust Control Procedures shall be adhered to for all Work that may result in the creation of dust, and include specific information on materials that are known or assumed to contain, or suspected of containing asbestos or lead-based paint. Disturbance of existing building materials containing asbestos or lead based paint without following proper abatement procedures in accordance with Federal, State and City laws, rules, and regulations may pose health hazards and is strictly prohibited.

B.

Adherence to the requirements of the Department of Education Division of School Facilities Standard Operating Procedures Version 1, June 4, 2001 including the Building Material Data Form is mandatory. The Contractor shall fully comply with these procedures. Copies of these procedures are annexed to this specification are available on the Web at: http://www.opt-osfns.org/dsf/forms/StandardOperatingProcedures.pdf Building material data form is available on the Web at: http://www.opt-osfns.org/dsf/forms/BuildingMaterial.pdf Work Notification Form is available on the Web at: http://www.opt-osfns.org/dsf/forms/WorkNotificationLetter.pdf

1.11. SAFETY AND HEALTH REGULATIONS A.

The Contractor shall comply with all applicable requirements of the Department of Labor, Bureau of Standards, Safety and Health Regulations for Construction, such as those outlined in the 29 CFR 1518, Federal Register, Vol. 36, No. 75, April 17, 1971,- (29CFR Part 1926), OSHA, 29 CFR 1910General Industry Safety and Health Standards and OSHA, 29 CFR 1910.134 Respiratory Protection including any updates and most up to date revisions The Contractor shall comply with all Federal, State and Local laws, rules, and regulations created to protect Contractors’ personnel including but not limited to regular full and part-time employees, short-term and contract workers, and any others engaged by the Contractor for the Work including occupants of the building. The Contractor shall pay special attention to asbestos and hazardous material awareness and ‘Right to Know’ training, respiratory protection, lockout tag out, ladder and scaffolding safety precautions.

B.

APPLICABLE STANDARDS The Contractor shall comply with all applicable standards including, but not limited to the following standards promulgated by the agencies and organizations listed below. (1).

U.S. Department of Labor, Occupational Safety and Health Administration (OSHA)           

1910- General Industry Safety and Health Standards 1910.1001 General Industry Safety and Health Standards for Asbestos 1910.302-.307, 1926.400 Electrical 1910.28, .29, .67, 1910.22, .23, .66, 1926.451 Scaffolding 1910.22, .100h, 1926.25 Housekeeping 1910.1200 Hazard Communication (Employee Right to Know) 1910.25, .26, 1926.450 Ladders 1910.37, .38 Egress and Emergency Plans 1910.95, .132-.137,.1001,1926.28,.100-.104 Personal Protective Equipment 1910.134 Respiratory Protection 1910.141, 1926.27, .51, .950h Sanitation

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BID SERIAL B2254         (2).

U.S. Department of Transportation (DOT) DOT 49 CFR:   

(3).

   

      

Pamphlet G-7 Compressed Air for Human Respiration

National Fire Protection Association (NFPA)  

(8).

UL 467 Grounding and Bonding Equipment UL 5861990 High-Efficiency Particulate, Air Filter Units UL 723 Flammability of Cellular Plastics and other Building Materials used for Interior Finish

Compressed Gas Association (CGA) 

(7).

ASTM D 1331-89(2001) Surface and Interfacial Tension of Solutions of Surface-Active Agents ASTM E 84-04 Surface Burning Characteristics of Building Materials ASTM C 195-00 Specification for Mineral Fiber, Thermal Insulated Cement ASTM C 553-04 Specification for Mineral Fiber, Blanket and Thermal Insulated (Industrial Type) ASTM E 736-00 Cohesion/Adhesion of Sprayed Fire-Resistive Materials Applied to Structural Members ASTM E1368 Standard Practice for visual inspection of Asbestos abatement ASTM E2356 Standard Practice for Comprehensive Building Asbestos Surveys.

Underwriters Laboratories Inc. (UL)    

(6).

ANSI Z9.2-79 1979 Fundamentals Governing the Design and Operation of Local Exhaust Systems ANSI Z86.11973 Commodity Specification for Air ANSI Z87.1 Practices for Occupational and Educational Eye and Face Protection ANSI Z88.21980 Respiratory Protection ANSI Z89.1 Safety Requirements for Industrial Head Protection.

American Society for Testing and Materials (ASTM) 

(5).

Part 171 Hazardous Substances, Part 172 Hazardous Materials Tables and Subparts B and C, Hazardous Materials Communication Regulations, Part 173, Shippers General Requirements Subpart M for Shipments and Packaging.

American National Standards Institute (ANSI) 

(4).

1910.242-.244, 1926.302 Powered Hand Tools 1910.20 Access to Employee Exposure and Medical Records 1910.141 Sanitation 1910.145 mishap Prevention Signs and Tags 1926.1101-THE CONSTRUCTION STANDARDS. 1926.1101 Asbestos 1926.20b Accident Prevention 1926.16 Contractor’s Responsibilities

NFPA 255 Standard Method of Test of Surface Burning Characteristics of Building Materials 70-1993 National Electrical Code (NEC)

U.S. Department of Environmental Protection

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BID SERIAL B2254 

(8).

Polychlorinated Biphenyls (PCBs): 40 CFR Part 761, regarding handling, transportation and disposal of PCBs

MSHA / NIOSH Respiratory Protection Standards program.

1.12. ASBESTOS AND ENVIRONMENTAL CONDITIONS Disturbance of existing building materials containing asbestos or lead based paint without following proper abatement procedures in accordance with Federal, State and City laws, rules and regulations may pose health hazards and is strictly prohibited. The Contractor is responsible to avoid improper removals or disturbance of asbestos or lead based paint. The Contractor is responsible for all costs and fees associated with compliance without reimbursement by the Board. A.

This Contract does not require asbestos abatement by the Contractor, nor does it allow it. The Contractor and all its workers must become knowledgeable about all safe work practices and applicable laws, rules and regulations for repair and maintenance work in areas that may contain asbestos and shall observe such laws, practices, rules and regulations in the course of the Work. The Contractor is responsible for consulting all records which may be available in the school and/ or at DSF and making sure that the Site of the proposed work is asbestos free, and that no contamination will be caused by the accidental release of asbestos.

B.

City, State and Federal Asbestos Regulations The below listed City, State, and Federal laws and regulations may affect the work of the Contract and the Contractor is required to comply with these laws, rules, and regulations. (1)

New York City: 24 NYC Administrative Code 146.1, et. seq. (DEP), 16 NYC Administrative Code 117.1 (DOS), and all applicable regulations including 15 NYCRR Chapter 1 (Asbestos Control Program) Questions regarding the asbestos regulations should be directed to: New York City Department of Environmental Protection Asbestos Control Program 59-17 Junction Boulevard, 8th Floor Flushing, N.Y. 11373 718-595-3693/3682 www.nyc.gov/html/dep/html/asbestos.html

(2)

New York State: New York State Industrial Code, Rule 56 "Asbestos" (12 NYCRR-56)", and all other applicable NYS laws, codes, variances and regulations Questions regarding the asbestos regulations should be directed to: New York State Department of Labor Division of Safety and Health License and Certificate Unit Building 12, Room 161 Albany, N.Y. 12240 518-457-2735 http://www.labor.state.ny.us/workerprotection/safetyhealth/sh56.shtm

(3)

United States: US EPA Asbestos-Containing Materials in Schools: Final Rule and Notice, 40 CFR Part 763, Subpart E; and US EPA National Emission Standard for Hazardous Air Pollutants (NESHAP),

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BID SERIAL B2254 Asbestos 40 CFR 61 Subparts A and M Address: Environmental Protection Agency 290 Broadway New York, N.Y. 10007-1866 www.epa.gov/asbestos/2003pt763.pdf www.epa.gov/asbestos/2003pt61.pdf Copies of the asbestos regulations may be obtained from the above web addresses. C.

Prior to performing any Work, the Contractor shall check the Site to ascertain the areas within the building that may have asbestos-containing materials, by referring to the Asbestos Hazard Emergency Reporting Act (AHERA) Management Plans which requires an inspection and plan for work in all spaces used for educational and related activities and other available records if necessary.

D.

The Contractor shall post and update the “Building Material Data Form” (BMDF) during Work on Site. If there is a change to what is worked on at the Site, the BMDF must be updated and an affirmative verification of the materials made. One copy of the BMDF is to be left with the school custodian and one copy is to be submitted with the CAP.

E.

It should be assumed that all pipe, boiler, and duct insulation contains asbestos, unless identified as non-asbestos containing materials. It should also be assumed that any substrate to the finishes (including flooring) contains asbestos unless identified / tested as non-asbestos containing materials. The Work will not start until the Site, work areas, and equipment are identified and cleared as not containing asbestos.

F.

If during the course of the work the Contractor observes the presence of previously untested material which may contain asbestos that the ongoing Work will disturb or is otherwise separable, the Contractor will immediately cease the Work, safe off the area, provide all protection necessary to prevent contamination of the surrounding areas, and immediately notify the Custodian, Contract Manager, and the Division of School Facilities Office of Building Services at (718) 3613808 .

G.

Should the Work be in areas with asbestos-containing materials, the Contractor must strictly adhere to all related laws, procedures, rules and regulations.

H.

The Contractor shall comply with all laws, regulations, rules, procedures, requirements and standards and require responsibility for compliance of its Labor and professionals who are completing the Work. The Contractor and shall directly receive and be responsible for payments and resolutions of all citations, assessments, fines or penalties which are incurred by its Labor and professionals in failing to comply. Where conflict among the laws, rule, regulations, procedures, standards or within these specifications exist, the more stringent requirements shall apply.

I.

The Contractor shall not receive extra payment for asbestos awareness and precaution costs. The Board is not responsible for any costs due to any of the above precautions taken.

J.

The Contractor shall indemnify the Board and the City and save them harmless from any and all losses, costs and expenses incurred, including fines and judgments, by reason of negligence on the part of the Contractor that results in exposing its employees, Board employees, students, other staff or visitors in or around the Site to asbestos, or by reason of failure to follow proper or accepted procedures addressing asbestos awareness and precautions, or by reason of violations or alleged violations of any applicable Federal, State or City laws, ordinances, rules, regulations or directives.

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BID SERIAL B2254 B.

1.13.

ULTRA LOW SULFUR LAW The Contractor shall comply with all provisions (including most current riders and amendments) of NYC Local Law 77 of 2003, Ultra Low Sulfur Diesel Fuel, Rider for Public Works Contracts and the NYS Law, Ultra Low Sulfur Diesel Fuel Coordinated Construction Act for Lower Manhattan, Rider for Public Works Contracts.

NEW YORK STATE LABOR LAWS The Contractor must comply with all provisions of the New York State Labor Law, including amendments thereto, and the provisions of Section 6-109 of the New York City Administrative Code , as amended. If the Work of this Contract is covered by the provisions of the New York State Labor Laws Article 8: Public Work or Article 9 Prevailing Wage for Building Service Employees, the following provision(s) shall apply: A.

New York State Labor Law Article 8: Public Works §220 No laborer, worker, or mechanic employed by the Contractor, subcontractor or other person performing the whole or part of the Work in this Contract is 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, limited to cases of extraordinary emergency including fire, flood or danger to life or property, national emergency when proclaimed by the President of the United States of America, or in any other case provided by law. Where there are not sufficient laborers, workers and mechanics who are employed to complete the Work in this Contract as a result of the restrictions on the number of hours and days of labor, and the immediate commencement 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, these laborers, workers and mechanics are permitted or required to work more than eight (8) hours in any one (1) calendar day; or five (5) days in any one (1) week; provided, upon application of any Contractor the Director, shall first certify and request to the Industrial Commissioner of the State of New York (“Industrial Commissioner”) that the Work is of an important nature and a delay in carrying it to completion would result in serious disadvantages to the public; and provided, further, that such Industrial Commissioner shall have determined that such an emergency does in fact exist. Failure of the Director to make the certificate to the Industrial Commissioner shall not entitle the Contractor to damages for delay or for any other cause. No part of the Work or Labor is performed by the Contractor 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 the Contract. Compliance with the safety, sanitary and factory inspection laws of New York State where the Work is performed is prima facie evidence of compliance.

B.

New York State Labor Law Article 9: Prevailing Wage for Building Service Employees (1)

The Contractor shall pay the wage for a legal day’s work and supplements provided to building service employees, as defined in New York State Labor Law § 230 of the New York State Labor Law, employed upon the whole or part of the Work in this Contract, is not less than the prevailing rate of wages and any supplements required for payment to the various classes of employees on the performance of the Work, ascertained and determined by the Comptroller as set forth in a schedule. Said schedule is attached and incorporated into to this Contract

(2).

No later than the first (1st) day the Work on this Contract or any Proceed Order will begin, the Contractor shall post in a prominent and accessible place on the Site a legible statement of the wages for payment to the employees for the Work. This statement is in the language(s) spoken on the Site (§231(6).

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BID SERIAL B2254 (3).

An apprentice in a craft or trade is permitted to work at a wage lower than those established for the journeyman in the craft or trade only if all of the following conditions are met: a.

The apprentice is individually registered in an apprenticeship program which is duly registered with the Industrial Commissioner in conformity with New York State Labor Law Article 23: Apprentice Training.,

b.

The apprentice’s registration occurred prior to their employment as an apprentice on the craft or trade service work provided to the Contractor; and

c.

Written proof the apprentice’s registration is submitted to the Board prior to the apprentice’s employment as an apprentice. The proof submitted shall include evidence of the appropriate ratios and apprentice’s wage rates. In no event shall the ratio of apprentice to journeyman employed on the Work be greater than the lesser of the following rate: The ratio permitted in the apprenticeship program approved by the Industrial Commissioner, or the ratio prevailing in the locality where the Work is performed.

C.

New York State Labor Law §232: Overtime All Labor, who work more than eight (8)hours in any one (1) day or more than forty (40) hours in any work week, are paid wages for overtime by the Contractor, at a rate not less than one-and-one-half times (1 ½ ) their prevailing basic hourly rate. New York State Labor Law §232: Overtime

D.

New York State Labor Law §233: Record Keeping) (1).

The Contractor shall keep the original payrolls or transcripts subscribed and confirmed as true, under penalties of perjury, showing the hours and days worked each employee, the craft, trade or occupation at which they was employed, and the wages paid.

(2).

If wages paid include sums which are not paid directly to the employee weekly and are expended for supplements, the records shall include the hourly payment on behalf of that employee, the supplement for the payment made, the name and address of the person to whom the payment has been made. The Contractor shall keep an inscribed copy of the agreement under which these payments are made, a record of all net payments made, and a list of all persons payments are made.

(3).

The records required are to be kept on the Site during all times that Work is performed. Upon a formal order of the Board or the City, the Contractor shall produce within five (5) days, to the Office of School Support Services, the records subscribed and affirmed by it as true and accurate, under penalties of perjury.

(4).

All of the records required shall be kept and maintained by the Contractor for a period of three (3) years after completion of the Contract.

(5).

Certification of Wage Amounts: Before any payment by the Board, the Contractor and its Subcontractors shall file a statement in writing and in form satisfactory to the Comptroller, certifying the amounts currently due for daily or weekly wages on account of the Labor performed under this Contract. This statement will include the names of persons whose wages are unpaid and the amount due to the Contractor or Subcontractor on behalf of each respectively. The Contractor will certify by oath that this statement of the Contractor or Subcontractor was read and the Contractor or Subcontractor knows the contents of the statement are true of his/her own knowledge. (New York State Labor Law §237)

(6).

Prevailing Rate Payroll Report Workers directly employed and supervised by the Contractor shall perform all Work. Workers are paid the prevailing rate wages under Section 220 or Section 230 for the corresponding class of labor, applicable for the type of work, in the locality where the Work is performed.

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BID SERIAL B2254 (7).

Daily Sign In Sheets The CONTRACTOR and any SUBCONTRACTOR shall maintain daily site sign in sheets, which shall include blank spaces for the employee’s name to be both printed and signed, job title, date started and worker’s employee number.

1.14. CERTIFIED PAYROLL When the Contractor applies for each payment for work requiring payment of prevailing wages, the Contractor shall submit to the Director/School Food or purchasing unit a written payroll certification, in a format approved by the Comptroller, indicating compliance with the prevailing wage, minimum wage and stipulations required by New York State Labor Law § 237 and The Contractor shall receive no payment until each certification is submitted and received by the Director/School Food. Electronic Submissions of the required Certified Payroll in a manner authorized by the Director/School Food shall be done when and as directed by the Director/School Food. The Comptroller approved forms may be downloaded directly from the Comptroller’s website at: http://www.comptroller.nyc.gov/bureaus/bll/2003_pdf_files/LABORLAW_PAYROLL_FORM_w_instruc.pdf 1.15. OVERTIME WORK The Board reserves the right to order and to pay for overtime work when a delay occurs, provided such delay is not due to the fault of the Contractor. Any post award violation of the provisions of this Article may, at the option of the Board, result in terminating and voiding the Contract, and the Contractor will be liable for the additional cost to the Board for completion of any open Proceed Orders. The Board has the right to assess damages against the Contractor for that amount over the Contract price which the Board is required to expend in connection with the termination, re-letting and completion of the Contract. The Board may regard any violation of this Article as sufficient ground to preclude the Contractor from qualifying or pre-qualifying as a responsible bidder on subsequent Board contracts. The overtime work may be authorized by taking the following steps: A.

The Contractor shall obtain “PW Form 30 (Application for Dispensation)” from the Sate of New York Department of Labor, Bureau of Public Work.

B.

After completing two (2) originals of the PW Form 30, the Contractor shall submit it to the Director of the Board for certification of that section of the PW Form 30 which states the described Work is of an important nature and that a delay in carrying it to completion would result in serious disadvantage to the public.

C.

The Contractor shall also submit the certified forms to the Industrial Commissioner for determination that such an emergency does in fact exist, as provided in New York State Labor Law §220(2).

D.

If the Industrial Commissioner approves, it will issue a Certificate of Emergency (PW Form 31 Notice of Determination) to the Contractor with a copy to the Board.

E.

Upon receipt of this PW Form 31, the Contractor is authorized to proceed promptly. For each emergency, the Contract price is adjusted according to the Contract.

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BID SERIAL B2254 1.16.

NOISE CONTROL A.

The Contractor is hereby advised that the work of this Contract shall be performed in compliance with all applicable provisions of Local Law 57, New York City, Noise Control Code effective September 1, 1972.

B.

Without restricting the generality of the foregoing, the Contractor's attention is directed to the following specific provisions of this Code which is applicable to construction and related work in and around school buildings as follows: Section 1403.3-3.01 No person shall make, continue or cause or permit to be made or continued any unnecessary noise. Section 1403.3-4.01 Any act in violation of the provisions of this article of the code is deemed to be in violation of Article 111 of the code, without any way limiting the generality of the provisions of Article 111 of the code. Section 1403.3-411 Construction Activities Except as otherwise provided in this section, no person shall engage in or permit any person to be engaged in construction activities in any zone other than on weekdays between the hours of 7 A.M. and 6 P.M. Subject to provisions of Section 3.01 of the code, an agency of the City of New York authorized under the Administrative Code to issue permits or licenses authorizing construction activities may, in the case of urgent necessity in the interest of public safety, issue variance from the provisions of a sub-division of this section with respect in any such construction activity. Such variance may be granted for an initial period of up to three days and may be renewed for periods of three days or less while such urgent necessity continues. Such variance shall be clearly marked on such license or permit and shall be prominently posted at the site of such construction activities by the permitee or licensee. A copy of such marked license or permit shall be promptly forwarded to the Board. In the case of an emergency, construction activities directly connected with the abatement of such emergency may be undertaken without a variance as herein provided for a period of not to exceed twelve hours from the commencement of such construction during which time application for a variance hereunder shall be made. Section 1403.3.4.13 Construction Devices Except as provide in Article V of this code, no person shall operate or use or cause to be operated or used a construction device in such a way as to create a unnecessary noise. Section 14.3.B-4.19 School, Hospitals, Courts No person shall cause or permit the creation of any unnecessary noise through the use of any device on any street adjacent to any school or court while the same is in session, or adjacent to any hospital. Section 14.03.3-5.21 Paving Breakers To be operated only within the allowable sound levels indicated in the code.

C.

The Contractor is required to comply with all registration requirements issued under Section 1403.2.09 for air compressors and/or paving breakers used in the performance of the work of this Contract.

D.

It shall be the responsibility of each Contractor to obtain a copy of the aforementioned Noise Control Code and acquaint himself with the applicable provisions and comply therewith in the performance of all work of this Contract. Copies of this Code may be obtained at the City Record Sales Office 2213 Municipal Building, New York, N.Y. 10007.

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BID SERIAL B2254 1.17.

VOLUNTARY PRICE REDUCTIONS:

The Department of Education reserves the right to request Voluntary Price Reductions in the event that any of the price(s) quoted are deemed high on individual item(s) within a category or aggregate class

1.18.

ELECTRONIC ORDERING/ ORDERING PROCEDURES: See Section 2.4 for additional details All service requests will be submitted through an Electronic Web Base application known as the School Food Equipment System. This application is accessible with any Internet Browser.

1.19.

DELIVERY AND RESPONSE TIME:

The New York City Board of Education consists of approximately 1600 locations and 200 administrative offices with the five (5) boroughs. If and when required, delivery must be made directly to any and all locations at any give time. Repairs are to be made to the various destinations and to the specific room and location therein, as directed or as indicated on the purchase order(s) of the Office of School Food Services, or authorized ordering agency. Aggregate Class 1: The time determined for response and completion of inspection shall be within 48 hours, exclusive of Saturdays, Sundays and holidays, after receipt of the order unless otherwise stated. Aggregate Class 2: The time determined for response to request for repair shall be within 48 hours, exclusive of Saturdays, Sundays and holidays, after receipt of the order unless otherwise stated. The time determined for completion of the repair of the items shall be within five (5) days, exclusive of Saturdays, Sundays and holidays, after the initial response unless otherwise stated. It is the responsibility of the contractor(s) to insure that all information concerning delivery of service is complete on the purchase order and/or request when received. If incomplete, this information must be obtained within a timeframe that will not affect the delivery of the item. Contractor(s) must protect all existing construction and finishes from damage and shall hold any trade causing such damage responsible for any repairs to the complete satisfaction of the Department of Education. Contractor(s) must provide wall and floor protection, where necessary, to and from all delivery areas during delivery. If wall, floor, or any other part of a Department building is damaged during a delivery to either the School Food Warehouse or any school building, Contractor(s) is responsible in full to make whole the damaged area. Contractor(s) is responsible for the care and protection of each item and assumes full risk of damage or loss of any item covered by the contract until the Department accepts delivery. The Department shall designate an authorized representative to accept or reject items delivered by contractor(s) at the point of delivery Timely deliveries and service are required and the Office of School Food personnel will rigorously enforce the delivery schedule as stated above. Any vendor who fails to provide service within the time specified will be subject to the liquidated damages provision of this contract. In addition, the Office of School Food reserves the right to purchase the service from another source on the open market or by contract. The difference in price, if any, will be charge to the contractor(s) who failed to deliver on time. The discount quoted is to include shipping cost. 1.20. DISCREPANCIES: The contractor(s) shall resolve all order and invoice discrepancies (i.e. shortages, damages, etc.) within five (5) business days of notification via email, fax or phone. INSPECTION, RECHARGING AND REPAIR OF FIRE SUPPRESSION AND HOOD EXHAUST SYSTEMS

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BID SERIAL B2254 1.21. REJECTIONS: If the materials/service delivered or offered to be delivered fail to conform to the specifications or contract documents in quality or otherwise are found at any time to be defective in material or workmanship, the Department may reject the items or take other remedy as described herein or as otherwise available to the Department. Such remedy shall include but is not limited to obtaining materials or equipment or any part thereof from other sources on the open market or by contract. Should the new price be greater than the original contract price, the difference plus the liquidated damages, if any, will be charged against the original Contractor. Should the new price be less, the Contractor shall have no claim to the difference, but the liquidated damages will become due from the original Contractor. Material rejected after delivery has been made shall be picked up by the contractor(s) within three (3) business days after notification via email, fax or phone. Material rejected at the time and point of delivery shall immediately be removed from the Department’s delivery location and replaced with conforming goods. 1.22. RETURNS: Products returned because of quality problems, duplicated shipments, product error, etc. must be picked up by the contractor within five (5) business days after notification with no restocking charge and must be replaced with specified products if required. 1.23. DISCONTINUED ITEMS: The Board of Education must be notified by the awarded vendor in writing of any items/parts which are to be discontinued by the manufacturer. This notification must be accompanied by verification from the manufacturer. In addition, the Board must receive delivery of any orders issued within thirty (30) days prior to notification. 1.24. SUBSTITUTIONS: See Section 4.37. for additional details Unauthorized substitutions are not acceptable. Substitution of one brand for another brand shall require the approval of the Division of School Food. If superior or equivalent product is being proposed for use, samples and material specifications must be provided to the Division of School Food for evaluation and must be approved as equal in writing before delivery. 1.25. MATERIAL INSPECTION: The contractor(s) shall maintain adequate supply of product at its facilities to ensure that the Department’s orders are filled timely and accurately.

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BID SERIAL B2254 1.26. INVOICING PROCEDURES The Office of School Food will issue a blanket purchase order for the fiscal year to cover all requests. Along with the electronic billing, the successful bidder will submit two copies of the company’s own invoice form to the Office of School Food Services. The successful bidder’s invoice must itemize in detail the following: 1. Contract Serial Number, 2. Date of Repairs or Inspection 3. Name, Type and Serial Number of machines repaired, 4. Nature of repair, if applicable 5. Parts furnished, (name and part number) list prices,discount and net prices. This applies to a Total replacement Parts(s) or a Re-built Parts(s). 6. Time for labor. 7. Total cost 8. School and District. 9. A copy of the invoices must be submitted with electronic billing requirements. 10. Signature and Date ALL BILLING AND INVOICING PROCEDURES WILL BE DISCUSSED IN DETAIL AT TIME OF AWARD. PAYMENT WILL BE MADE BY THE COMPTROLLER OF THE CITY OF NEW YORK. The vendor must submit an original summary invoice in duplicate supported by signed original delivery receipts and itemized listings of all receiving schools by districts, to: New York City Department of Education Office of School Food Attention: Accounts Payable Unit 44-36 Vernon Boulevard, Room 404 Long Island City, NY 11101 The Accounts Payable Department may be contacted at (718) 707-4275 for samples of Summary Invoice and Supporting Documentation. Inspection, Review and Audits – the Department reserves the right to inspect, review and/or audit each invoice for payment to verify that the invoice amount is consistent with the materials, labor, goods and/or services provided and is in accordance with the provisions of the contract, as well as to determine the resources applied or used by the contractor in fulfilling the terms of the contract or otherwise to verify that the work, goods or services billed for were provided in accordance therewith. The Department will require ten (10) business days from the receipt of invoice date within which to perform this function. Electronic Invoicing – The BOE currently requires its Vendors to submit invoices through XML format allowing for automated matching and reconciliation and maintain hard-copy records for audit purposes only. Vendors must be able to provide invoices in this format, as required by the Department to include the same information as stated above. DOE Item Numbers – The New York City Department of Education item number must be used at all times for work orders, invoicing and reporting. 1.27. PAYMENT: Successful bidder will prepare invoices reflecting the requested information as stated on “Job Invoices” and must be submitted as per the electronic invoicing section. The Department of Education reserves the right and may exercise such right to:  Inspect, prior to payment all or part of any shipments for which payment is requested.



Withhold any or all payment for that portion of an invoice it receives for any merchandise which it deems is not in accordance with specifications and/or of any of the bid terms and conditions of the bid.

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BID SERIAL B2254



Payment will be released for the portion of the invoice when, in the opinion of the DOE, the abovementioned conditions have been corrected.

1.28. TAXES: A.

Elimination of Federal, State and Local Taxes The NYCDOE is a municipal corporation as defined under the Education Law and the General Construction Law of the State of New York, and as such is exempt from the payment of Federal, State or local sales, excise, compensating use, or gross receipts taxes, as provided under the U.S. Internal Revenue Code and the Tax Law of the State of New York. The contractor(s) shall use all commercially reasonable efforts to comply with the provisions set forth herein for the elimination of all payments of such taxes for otherwise taxable goods, supplies, equipment, services, and so forth, that the contractor(s) shall purchase in the provision of the Services under this Agreement for purposes of resale to the NYCDOE, and the contractor(s) shall pass along all related savings to the NYCDOE.

B.

Contractor as a Purchasing Agent (i) The contractor(s) will act as the Department’s purchasing agent for purposes of this bid, to furnish the materials in this bid. Upon award, the NYCDOE shall furnish to the contractor(s) an agency appointment letter on official NYCDOE letterhead stationery that the contractor(s) shall utilize in all of its purchases or other forms of lawful acquisition from the contractor(s)’ suppliers, sellers or other sources. (ii) The contractor(s) shall present a copy of the Purchasing Agency Letter or such other necessary documentation provided by the NYCDOE, to each supplier, seller or other source from or with whom the contractor(s) purchases or otherwise lawfully acquires materials, supplies, equipment, and so forth for purposes of resale to the NYCDOE in performing this contract. For each such transaction, the contractor(s) shall use all commercially reasonable efforts to obtain full exemption from all applicable Federal, State and local sales, excise, compensating use, gross receipts and other applicable taxes. (iii) The contractor(s)’ invoices to the NYCDOE for materials purchased from the contractor(s) shall not include any sales tax. The contractor(s) shall use its best efforts to cooperate with the NYCDOE to ensure that no sales taxes will be payable by the contractor(s) or by the BOE with respect to materials that are purchased by the contractor(s) on behalf of the NYCDOE. (iv) The contractor(s)’ agreements with, and purchase orders to, any manufacturers, seller, suppliers and/or service providers in connection with the materials delivered hereunder shall specify that the contractor(s) is a purchasing agent for the NYCDOE. All checks that the contractor(s) issues for payment to manufacturers, seller, suppliers and/or service providers in connection with the materials delivered hereunder shall specify that the contractor(s) is a purchasing agent for the NYCDOE.

1.29. CUSTOMER SERVICE: The contractor(s) shall provide a sufficient number of customer service representatives who are knowledgeable and responsive to effectively service this contract during business hours from 7:00 am to 5:00 pm, Monday to Friday, excluding Department holidays. At least one of the customer service representatives shall have extensive knowledge of the materials furnished through this contract. Another representative shall have extensive knowledge of the contractor(s)’ shipping and delivery operations, including the detailed location of dispatched delivery personnel. In addition to the customer service representatives, the contractor(s) shall have at least one knowledgeable person from its Accounts Receivable Department available during business hours from 8:00 am to 5:00 pm, Monday through Friday, excluding Department holidays, to address questions regarding billing and other financial issues. The contractor(s) must provide toll-free telephone and fax numbers for purchasing usage. If the contractor(s) does not currently maintain toll-free numbers, the contractor(s) must be willing to accept collect calls or establish toll-free numbers. INSPECTION, RECHARGING AND REPAIR OF FIRE SUPPRESSION AND HOOD EXHAUST SYSTEMS

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1.30. MANAGEMENT REPORTS: The contractor(s) shall retain contract usage history from commencement to expiration or termination of the contract plus two (2) years. Upon request, the contractor(s) shall provide the DOE with a copy of the usage report on paper and one in the approved electronic format. The contractor(s) shall furnish a report indicating the total dollar volume of purchases made and the total number of each contract item ordered during the specified timeframe. The usage report shall indicate the ordering volume. The report shall also provide a monthly and yearly usage by category and aggregate. The report shall also include a list of the order numbers, corresponding invoice numbers, invoice dates and invoice amounts for the same billing period. These reports will be used to identify items most in demand. The DOE may require other computerized management reports throughout the term of the contract. Vendor’s IT systems should have the flexibility and capability to convert and track any data provided in electronic format for reporting purposes. Specific report types and the schedule for providing them will be determined during life of this contract. . The contractor(s) shall deliver these reports if requested to: New York City Department of Education Office of School Food 44-36 Vernon Boulevard, 6th Floor Long Island City, NY 11101 Attn: Janice Zapinsky Electronic copies of the reports should be forwarded to [email protected] 1.31. CONTRACT DOCUMENTS EXAMINATION BY BIDDERS /INQUIRIES Bidders must examine the bid documents and Contract and satisfy themselves as to the Work required. Bidders must from personal examination of the sites of the proposed Work and the surroundings thereof, make their own estimate of the facilities and difficulties to be encountered in performing the proposed Work. No Bidder shall at any time, dispute or complain of the quantity of the Work required, nor of the difficulties encountered nor assert that there was any misunderstanding in regard to the quantity or quality or kind of materials to be furnished or Work to be done. If any person contemplating submitting a bid for the proposed Contract is in doubt as to the TRUE MEANING, OR BELIEVES THAT THERE IS AN ERROR, DISCREPANCY, INCONSISTENCY, INDEFINITE DESCRIPTION, OR AN IMPOSSIBILITY OF PERFORMANCE, of any part of the bid documents, the Bidder MAY SUBMIT to the Executive Director a written letter which explains in detail any information which may be available on this discrepancy and asks for a clarification of the meaning of the text at error. Questions will NOT be accepted or answered via telephone. The person submitting the request will be responsible for its prompt delivery. Interpretations and supplemental instructions will be in the form of a written Amendment which, if issued, will be made available not later than three (3) days prior to the date fixed for the opening of bids. Failure of any Bidder to receive any such Amendment shall not relieve it from any obligation under its bid as submitted. All Amendments so issued shall become incorporated and a part of the Contract. Written questions must be submitted to: New York City Department of Education Division of Contracts and Purchasing Transportation, Food and Facilities – 13th Floor 65 Court Street Brooklyn, New York 11201 Email: [email protected]

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BID SERIAL B2254 1.32. PRE-BID CONFERENCE: A Pre-Bid Conference at which bidders will have the opportunity to ask questions related to this RFB, will be held on Thursday, July 11, 2013 at 3:00 P.M. 65 Court Street, 12th Fl., Conference Room 1201, Brooklyn, New York 11201. Please submit the names, titles and e-mail addresses of representatives from your organization to be in attendance at the Bidder’s Conference via e-mail to [email protected]

The deadline for questions on this RFB is Wednesday, July 17, 2013.

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BID SERIAL B2254

BID SPECIFICATIONS AND BID BLANK 2.0

SCOPE OF SERVICE

This is a requirements contract and is intended to cover, during the period of the contract, the requirements for Inspection, Recharging and Repair of Fire Suppression and Hood Exhaust Systems listed in the schedules herein for all the schools and offices etc. under the jurisdiction of the Board of Education of the City of New York. The Office of School Food (OSF) is limiting award to one aggregate class per vendor.

2.1 AGGREGATE CLASS 1: Inspection/Recharging of Systems Services to be provided by the vendor include the following: 1. To include all makes models and parts. 2. Inspect all systems semi annually (twice yearly) 3. Recharge the systems as needed Inspection shall consist of the following: (A) Examine all detectors, expellant gas container(s), agent container (s), releasing devices, piping, hose assembles, nozzles alarms, and all auxiliary equipment. (B) Verify that the agent distribution piping is not obstructed. (C) When semiannual inspection of any system components reveals conditions such as but not limited to corrosion or pitting in excess of manufacturer’s limits, structural damage or fire damage, repairs by soldering, welding, or brazing, it should be communicated to the Office of School Food that the affected part(s) shall be replaced or hydrostatically tested in accordance with the recommendations of the manufacturer or the original certifying agency on both. The hydrostatic testing containers shall follow the applicable procedures. (D) All Range Hood systems shall be tested, which include a check of the detection system, alarms, and releasing devices, including manual stations and other associated equipment. (E) When the inspection of the system(s) reveals defective parts that could cause an impairment or failure of proper operation of the system(s), it should be communicated to the Office of School Food that the affected parts shall be replaced or repaired in accordance with the Manufacturer’s recommendation with Office of School Food and Nutrition Services authorization. (F) The Inspection Report, recommendations, if any shall be filed with the designated party responsible for the system. (G) Fixed temperature sensing elements of the fusible metal alloy type shall be replaced at least annually or more frequently if necessary to assure proper operation of the system. (H) Recharging shall consist of the following: 

All Extinguishing Systems shall be recharged after use or as indicated by an inspection or when performing inspection.



Systems shall be recharged in accordance with the Manufacturer’s Instructions.

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BID SERIAL B2254 Comment [MSOffice3]: If prevailing wage we need to see what the requirements are

2.1.1 HOURS FOR SERVICE: Normal hours of operation are 7:30 am to 2:30 pm. School Food may request specific hours within the normal operating time. Please note School Food personnel may request service outside the hours of operation in special situations. If vendor is requesting to do work outside of the normal business hours due to nature of repair/inspection prior approval must be obtained from School Food personnel. If a vendor is needed to perform work on a Saturday or Sunday, the labor rate will be double time the regular Contract rate. Service is to be performed at the various destinations and to the specific room and location therein, as directed or as indicated on the purchase order(s) of the Office of School Food Services, or authorized ordering agency. The time determined for response and completion shall be within 48 hours, exclusive of Saturdays, Sundays and holidays, after receipt of the order unless otherwise stated.

2.2 AGGREGATE CLASS 2: REPAIRS TO SYSTEM Services to be provided by the vendor include the following: 1. Repair of all makes models and parts. 2. Repair all aspects of systems to include but not limited to physical damage, damage to cylinders, hydrostatic test leaking, any other repair to any portion of unit. 3. Electrical Shut Downs 4. Items may be added for repairs which are similar to contracted items 5. Hydrostatic Testing to be performed by competent workmen as per Manufactures Spec & D.O.T.

2.2.1 HOURS FOR SERVICE: Normal hours of operation are 7:30 am to 2:30 pm. School Food may request specific hours within the normal operating time. Please note School Food personnel may request service outside the hours of operation in special situations. If vendor is requesting to do work outside of the normal business hours due to nature of repair/inspection prior approval must be obtained from School Food personnel. If a vendor is needed to perform work on a Saturday or Sunday, the labor rate will be double time the regular Contract rate. Service is to be performed at the various destinations and to the specific room and location therein, as directed or as indicated on the purchase order(s) of the Office of School Food Services, or authorized ordering agency. The time determined for response to request for repair shall be within 48 hours, exclusive of Saturdays, Sundays and holidays, after receipt of the order unless otherwise stated. The time determined for completion of the repair of the items shall be within five (5) days, exclusive of Saturdays, Sundays and holidays, after the initial response unless otherwise stated. Any requests for extension of this time must be requested in the equipment services system with an anticipated completion date. If authorization for extended completion date is not received and the repair is not completed within the (5) schools days, a $100.00 a day Liquidated Damages will be assessed until the repair is completed. 2.2.2 REPAIR WORK GUARANTEE: Contractor agrees to guarantee and warranty all work for a period of NINETY (90) days. If such repairs prove to be faulty within ninety days, the equipment or machine is to be repaired again by the contractor without cost to the Office of School Food Services. It is understood that any such cost-free repair work within the ninety day period shall be restricted to correction of the fault the contractor claimed as having been corrected. If during the guarantee period any individual repair should prove faulty and as a result thereof controversy should arise between the contractor and the Office of School Food Services, the report of the Department of Education Inspector or designee, shall be the sole judge and his determination as to the cause of the fault shall be final and binding upon all parties concerned INSPECTION, RECHARGING AND REPAIR OF FIRE SUPPRESSION AND HOOD EXHAUST SYSTEMS

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BID SERIAL B2254 2.2.3 PERCENTAGE DISCOUNT FROM MANUFACTURER’S LIST PRICE FOR PARTS: Bidder must offer a discount off Manufacturers’ List Prices for Parts. Enter the percentage discount offered on the Bid Blank Section. Only one discount is to be provided for all manufacturers’ parts lists. During the life of the contract, the Manufacturers’ Price Lists will be updated annually. The price list must be sent electronically in a format required by DOE to allow automatic upload into the pricing system. All new published retail price lists must be submitted to the Executive Director or designee and will be accepted only once per year. The vendor must submit a new catalog along with the new price lists. This annual adjustment will take place one year after contract commencement and each year thereafter. The discount offered at time of award will remain in effect for the entire contract period. Bidders, who wish to use other than original manufacturers’ parts, will be required to submit proof of compatibility and evidence of cost. Current Brands: Include but are not limited to PyroChem, Ansul, Range Guard, Kidde, Buckeye PRICE REDUCTIONS The contract prices are subject to increase or decrease during the contract period in accordance with changes which may be made by the manufacturer(s) in the regularly published price list(s). Price decreases must be offered as soon as they become available and are effective immediately upon notification to the NYCDOE. If, at any time during the contract period, the price of any approved item(s) of the successful bidder shall be reduced, the Department of Education shall be entitled to such reduced price on the effective date of such reduction. The successful bidder shall immediately contact the Department with confirmation of such a reduction. Regardless of whether such notice is sent by the successful bidder or received by the Department, this contract shall be deemed amended retroactively to the effective date of such a price reduction. In the event a distributor makes available special short term price reductions, written notification must be submitted to the Office of School Food prior to acceptance. PRICE AUDITS ON PARTS: The awarded vendor will need to maintain auditable records showing their net cost from manufacturers of the items being provided. These records must clearly indicate any rebates, discounts, or other allowance being offered to the awarded vendor by the manufacturer. These records should be kept and maintained throughout the life of this contract and for seven (7) years from final payment. If the Office of School Food requests the awarded vendor to submit the manufacturer’s invoices verifying the net cost of the product, the awarded vendor will be given seven (7) days to submit this documentation. Failure to comply will result in a non-compliance hearing. Multiple hearings may result in termination of contract. 2.2.4 ESTIMATES: UNDER NO CIRCUMSTANCES shall any repair work begin without the written approval of the contractor’s estimate by the School Food Equipment Services Director or an authorized Board of Education representative. If additional work is necessary then an additional estimate must be approved by the Office of School Food or designee. 

All estimates must be submitted through Electronic School Food Equipment System using approved part list uploaded in referenced system.



After the site inspection of the equipment at the school, the vendor will have until 3 p.m. of the following business day to submit a complete estimate to the Office of School Food or notice that the vendor cannot perform the needed repair. Liquidated damages in an amount of $100.00 shall be assessed against any vendor that fails to submit either the estimate or notice that the vendor cannot perform the work in the time specified.

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BID SERIAL B2254 

Any revision to the estimate must be submitted for approval and acceptance prior to the start of the job.



The BOE will only pay what vendor indicated on their estimate regardless if the vendor has unreasonably underestimated the cost of the job.

2.3 ORDERING All service requests will be submitted through the DOE electronic web base application: School Food Equipment System which is accessible with any Internet Browser 2.4 SYSTEM CAPABILITIES The BOE requires that vendors offer information technology systems that allow for and/or support online requests for service, summary billing, electronic invoicing and reporting capabilities. 

Ordering System - Food Program staff will submit service requests through an electronic systemSchool Food Equipment System, Vendor will use printable form from system to report to the site and present the form for signature at the completion of the job. Copy of the signed and dated form should be forwarded to Equipment Service Department of School Foods, no later the 5 days after completion of the job, as well as included with invoice documents.



Summary Billing - Flexible-billing options should be available to the BOE. Vendors may be required to provide consolidated bi-weekly, monthly or billing terms at the district, borough or overall program level.



Electronic Invoicing - The Board expects to receive invoices through XML format allowing for automated matching and reconciliation and maintain hard-copy records for audit purposes only. Vendors must be able to provide invoices in any of these formats, as required by the Department.



Reporting - Vendors must provide the BOE with requested reports. Vendor’s systems should have the flexibility and capability to convert and track any data provided in electronic format for reporting purposes. Specific report types and the schedule for providing them will be determined during life of this contract.



DOE Item Numbers - Specific Item numbers may be assigned for electronic invoicing purposes. The New York City Board of Education item number must be used at all times for work orders, invoicing and reporting. ****System and reporting requirements will be further detailed at time of award.

2.5

FLEET AND CREW 

Each bidder should have a dedicated fleet and crew per awarded area to enable the company to properly service School Food as per the terms of this bid. A list of vehicles and number of employees will be required during the qualification process.



JOB INVOICES: All job tickets must include item, model number, serial number, time in and out, description of work performed at the site, technician’s name and signature. OSF must receive the original copy, if OSF personnel cannot read the repair job ticket; vendor will not be paid for that job until ticket is legible.



TECHNICIANS: All company technicians must arrive at the location in a company uniform with a photo identification Card, if not, technician will be sent away. At the start of the contract, vendor will supply School Food Services with an electronic listing of photo identification cards for all the technicians that will be visiting the schools. When a new employee is hired an updated listing must be provided to the BOE. Every School will receive a file and/or copy of the photo identification cards.

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BID SERIAL B2254 

TRAVEL TIME: The NY City Department of Education will not accept charges for travel time between DOE locations or from other non DOE locations to DOE locations.



FINGERPRINT AND BACKGROUND CHECK: Vendors will be required to have employees fingerprinted with the DOE as per the procedures below. Prior to servicing this contract, vendor(s) shall send their employees for fingerprinting and background checks to 65 Court Street, Brooklyn, NY, 11201 Room 102. Walk in service is from 8:30 AM to 5:00 PM Monday – Friday Fingerprinting fee is $115 made payable to DOE via Money Order

2.6 LIQUIDATED DAMAGES:  If a vendor receives a request to repair/inspect a system and does not show up within 48 hours, exclusive of Saturday, Sunday, and holidays, after receipt of the order, a $100.00 a day liquidated damages will be applied until vendor shows up.  If a vendor begins a job and does not complete the job within (5) five days, exclusive of Saturday, Sunday and holidays of the initial response, a $100.00 per day liquidated Damages will be applied. If a vendor is unable to obtain the parts within the (5) five day period due to a manufacturing problem, the vendor must submit a letter from the manufacturer stating that the part is on order and indicating the date of delivery. If letter is submitted and approved before the (5) five day period, liquidated damages will not be applied. The electronic equipment system will automatically track days of the initial response, estimate submission and completion dates. System is set up to submit and assess liquidate damages (a.k.a violations) for non-compliances within the terms and conditions of the contract. Vendor will have 14 calendar dates to dispute violation before School Food will assess liquidate damages.

2.7 SPECIFICATION NOTE: Technical specifications contained herein are intended to cover the item(s) listed in this RFB in accordance with the latest and accepted practices of the industry. Bidders are advised to carefully review the specifications for ambiguity, incompleteness and deficiencies. Questionable specifications should immediately be called to the attention of the Procurement Analyst, Division of Contracts and Purchasing prior to submitting the bid. Notwithstanding any ambiguity, incompleteness or deficiency of the specifications upon award of contract, the vendor assumes full responsibility for furnishing and delivering the items contained herein in accordance with the latest accepted practices of the industry.

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BID SERIAL B2254 2.8 BID CALCULATION: AGGREGATE CLASS 2 THE FOLLOWING IS AN EXAMPLE OF THE CALCULATION TO BE USED TO DETERMINE NET PRICES:

If the estimated dollar amount is $75,000.00 per year, vendors are required to insert the percentage discount off the catalog or retail price list and calculate the discount contract value. Catalog discounts will be calculated per the following example: Estimated dollar value of contract

$75,000.00

% Discount off Catalog

51%

$75,000 X 49% =

$36,750.00

Therefore, in this example the discounted value of the contract is $36,750.00 Determination of lowest responsible bidder will be made as outlined in Section 1.4 Contract Award. Calculations are to be completed in this manner only. 2.9

BIDDER’S QUOTATION AND BID BLANK INSTRUCTIONS:

The Bid Blank is listed as a separate MS Excel file - Bid Blank.xls and should be completed electronically. The total price for each item the bidder proposes to service will automatically populate. If not completed electronically, bidders are required to insert in ink, the unit price for the stated unit of measure on the schedule, (the use of pencils to fill out documents shall result in rejection of bid.) Bidders will enter their percentage discount bid price item in the column titled "Percentage Discount". Bidders are required to insert the percentage discount of the manufacturer retail price list which should include profit margin and all operating costs including costs associated with fuel prices as well as the costs to receive, handle, embroider, warehouse, manage, and deliver the Brand, Model or Stock Number they intend to furnish as a result of a quotation. The discount quoted is to include shipping costs and all prices. Bidders are asked to submit with their bid a paper copy as well as an electronic copy on a CD or flash drive of their bid submission. Failure to submit electronic copy may result in rejection of the bid. Email transmissions of bids are not acceptable. Bidders must insert, in ink, the percentage discount for the stated manufacturer. The use of pencils to fill out the bid documents shall result in rejection of the bid. In the event of a discrepancy between the price quoted and percentage discount the percentage discount on the paper copy will govern. Bidders who alter prices, including cross-outs and white-outs, or who change prices inserted under percentage discount, must submit with their bids a letter attesting to the fact that the changes were made by said bidder. Failure to submit such attestation may result in rejection of the bid. When inserting submissions on the electronic template, after including the unit price for the stated unit of measure, the total price will automatically populate for each item which the bidder proposes to service. Bids prices submitted on the accompanying CD or thumb drive should be the same as the paper signed copy submitted. In the event of a discrepancy between the paper copy and electronic copy, the PAPER copy will govern. The Board of Education of the City of New York is exempt from the payment of any federal, state and city taxes or excise taxes. All prices quoted must be net and not affected by the imposition of any federal, state and city sales or excise taxes or fees during the term of this contract. In the event merchandise is to be delivered to schools or offices outside the limits of the City of New York, shipment shall be made f.o.b. bidder’s place of business with transportation charges prepaid and added to the invoice. INSPECTION, RECHARGING AND REPAIR OF FIRE SUPPRESSION AND HOOD EXHAUST SYSTEMS

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BID SERIAL B2254 2.10

DIESEL EMISSION REDUCTION ACT OF 2006 (NEW REQUIREMENT OF LAW)

On February 12, 2007 the Diesel Emissions Reduction Act took effect as law (the “Law”). Pursuant to new §19-0323 of the New York Environmental Conservation Law (“NYECL”) it is now a requirement that heavy duty diesel vehicles in excess of 8,500 pounds use the best available retrofit technology (“BART”) and ultra low sulfur diesel fuel (“ULSD”). The requirement of the Law applies to all vehicles owned, operated by or on behalf of, or leased by State agencies and State or regional public authorities. They need to be operated exclusively on ULSD by February 12, 2007. It also requires that such vehicles owned, operated by or on behalf of, or leased by the Governor utilize BART. As a contract vendor the Law may be applicable to vehicles used by contract vendors “on behalf of” State agencies and public authorities. Thirty-three percent (33%) of affected vehicles must have BART by December 31, 2008, sixty-six percent (66%) by December 31, 2009 and one-hundred percent (100%) by December 31, 2010. The Law provides a list of exempted vehicles. Regulations currently being drafted will provide further guidance as to the effects of the Law on contract vendors using heavy duty diesel vehicles on behalf of the State. The Law also permits waivers of ULSD and BART under limited circumstances at the discretion of the Commissioner of Environmental Conservation. Therefore, the contractor hereby certifies and warrants that all heavy duty vehicles, as defined in NYECL §19-0323, to be used under this contract, will comply with the specifications and provisions of NYECL §19-0323, and any regulations promulgated pursuant thereto, which requires the use of BART and ULSD, unless specifically waived by NYSDEC. Qualification and application for a waiver under this Law will be the responsibility of the contractor.

2.11 SPECIAL NOTES:

WORK: Any reference herein to “Work” or “Works” means all labor, materials, matter or things to be furnished or done by or on the part of the prospective contractor. MATERIALS : Means all material of any kind, nature and class as may be specified which becomes a part of or is used in the performance of the work together with all manufactured or prepared materials, articles, accessories, appliances, appurtenances and parts used therein or placed thereon. RESPONSIBILITY: Should any damage occur to any part or portion of the premises or building or its equipment during the performance of the work under this contract which might in any way be attributed to the contractor, the sub-contractors, their employees, agents or servants, or in the receipt of delivery of materials or supplies or in any other manner, said damage shall be promptly repaired and made good by the contractor without additional charge to the Board of Education. DOCUMENTATION OF “ON LOCATION” LABOR TIME: Bidder agrees to sign “time-in/time-out” in the visitor’s log book maintained at the Board of Education job site visited and to make the same time-in/time-out entries on his Work Order. The Board of Education representative at the job site will enter the Bidder’s timein/time-out. The Department of Education will not accept charges for travel time to the repair site. WHEN MULTIPLE UNITS ARE SERVICED DURING A SINGLE VISIT. Multiple units are defined as machines that are distinguishable by different serial numbers. According to this definition, a piece of equipment that is identifiable by a single model number, but which, is divided into two or more parts each of which parts is separately identified by a different serial number, comprises, for the purpose of this contract, separate pieces of equipment; in other words, multiple units. Bidder agrees that when multiple units are serviced during a single visit, he will: (1) Complete a separate work order for each unit services. (2) Bill each work ticket on separate invoice.

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BID SERIAL B2254 ELECTRICAL REQUIREMENTS: If electrical items are specified herein, they shall be in accordance with the National Electrical Code Standards, Electrical Testing Laboratories (ETL), or bear Underwriter’s Laboratories (UL) approval. In addition, items must comply with the electrical code of the Administrative Code of the City of New York. THE BOARD OF EDUCATION RESERVES THE RIGHT AND MAY EXERRCISE RIGHT TO: Inspect, prior to payment all or part of any services for which payment is requested. Withhold any or all payments for that portion of an invoice it receives for any materials, which it deems is not in accordance with specifications and/or of any of the bid terms and conditions of the bid. Payment will be released for the portion of the invoice when, in the opinion of the Board, the above-mentioned conditions have been corrected. If partial services or deliveries are received, the contractor shall create a summary invoice listing individual invoice numbers and dollar amounts then attach individual invoices with specific items serviced for each delivery point involved.

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BID SERIAL B2254

FORMS 3.1.

REMINDER TO ALL BIDDERS

1. VERIFY THAT THE FOLLOWING FORMS ARE COMPLETED: A. SECTION 3.2 “COMPANY INFORMATION” B. SECTION 3.3 “NO BID RESPONSE FORM”, IF APPLICABLE C. SECTION 3.5 “EQUAL EMPLOYMENT OPPORTUNITIES FORM” D. SECTION 3.7 “CERTIFICATE OF INSURANCE” (SAMPLE) E. SECTION 3.8 VENDEX QUESTIONAIRES 2. PLEASE COMPLETE THE DOCUMENTS FOUND IN SECTIONS 3.14 – 3.17. A. BIDDERS INFORMATION, CERTIFICATIONS AND SIGNATURES WITH CORPORATE SEAL. B. AFFIDAVIT OF ACKNOWLEDGMENT, NOTARIZED. IF NOTARIZED BY A PARTY REGISTERED OUTSIDE THE STATE OF NEW YORK, A CERTIFICATION FROM THE COUNTY CLERK OF THE COUNTY IN WHICH THE NOTARY IS REGISTERED IS REQUIRED BY THE COMPTROLLER. ALL ABOVE DOCUMENTS MUST BE ORIGINALS; YOUR COOPERATION IN THIS MATTER WILL EXPEDITE THE AWARDING PROCESS OF THIS BID. 3. IF YOU MADE ANY CORRECTIONS TO YOUR BID PROPOSAL, (WHITEOUT, LINEOUT, ETC.) PLEASE ATTACH A LETTER STATING THAT THE CORRECTIONS WERE MADE BY YOUR COMPANY.

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BID SERIAL B2254 3.2.

COMPANY INFORMATION

PLEASE PRINT LEGIBLY IN INK

NAME OF COMPANY BIDDING______________________________________________________________ CONTACT PERSON________________________________________________________________________ ADDRESS OF COMPANY BIDDING___________________________________________________________ CITY______________________________________STATE_______________ ZIP CODE________________ IS THIS A NEW ADDRESS?_______________________________ YES __________________________ NO TELEPHONE NO._______________________ 800 NO.___________________FAX NO._________________ E MAIL ADDRESS_________________________________________________________________________ FEDERAL TAX IDENTIFICATION NUMBER_____________________________________________________ NAME OF PERSON FILLING OUT BID_________________________________________________________ TITLE___________________________________________________________________________________ AUTHORIZED SIGNATURE__________________________________________________________________ Principal of Company Date PRINT NAME_____________________________________________________________________________

BID MUST BE RETURNED INTACT WE ADVISE THAT YOU MAKE A COPY OF THIS CONTRACT PROPOSAL FOR YOUR FILES. DUPLICATES WILL NOT BE ISSUED.

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BID SERIAL B2254 3.3.

NO-BID RESPONSE FORM

Bid Opening Date: ________________________________________________________________________ IT IS NOT NECESSARY FOR THE BIDDERS WHO ARE SUBMITTING BIDS ON THE PRODUCTS AND/OR SERVICES SPECIFIED HEREIN TO RETURN THIS FORM. THE NEW YORK CITY BOARD OF EDUCATION is committed to programs and policies that will result in the procurement of supplies, equipment and services that meet the quality standards required by our educational institutions at the lowest possible prices. An important aspect of achieving this goal is to promote competitive bidding among as great a number of qualified bidders as possible. However, the preparation and mailing of Bid Request Packages is time consuming and expensive. In instances where bidders fail to respond or notify the Board of Education of their future intentions, the preparation and mailing of the Bid Request Package represents an unnecessary expense to the Board of Education. Feedback from bidders is also encouraged so that any reasons for not bidding may be evaluated with the intention of improving future solicitations for this commodity or service in the hopes of encouraging and expanding the field of competition. All bidders who respond with a "No Bid" response or choose not to bid, are requested to provide the information requested below and return this form in the envelope provided, in time for the bid opening. FAILURE OF NONBIDDERS TO RETURN THIS COMPLETED FORM MAY RESULT IN THEIR BEING DROPPED FROM OUR BIDDER'S LIST FOR THE PRODUCT(S) AND/OR SERVICE(S) SPECIFIED HEREIN. REASONS FOR NOT BIDDING AT THIS TIME: ________________________________________________________________________________________

DO YOU WISH TO RECEIVE BID REQUESTS FOR THIS PARTICULAR PRODUCT OR SERVICE IN THE FUTURE? ( ) YES ( ) NO* *If this option is selected, and the bidder desires to be reinstated on the bidder's list in the future, the bidder must forward a written request to the Division of Contracts and Purchasing for reinstatement. BIDDER NAME AND ADDRESS: ________________________________________________________________________________________ ________________________________________________________________________________________ SIGNED:

TITLE: ____________________________DATE: ___________

BID TITLE: INSPECTION, RECHARGING AND REPAIR OF FIRE SUPPRESSION AND HOOD EXHAUST SYSTEMS.

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BID SERIAL B2254 3.4.

EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS FOR NON-CONSTRUCTION CONTRACTORS, VENDORS AND SUPPLIERS

This contract is subject to the NYC Charter, Chapter 35, Section 814 (k) for employment agencies and by signing this contract; the Contractor agrees that it shall not discriminate against employees or applicants for employment pursuant to federal, state or local law. The attention of all bidders is particularly directed to the various orders, rules, regulations and procedures set forth in the contract documents with respect to identifying and eliminating both overt and covert discriminatory employment practices. I - POLICY It is the policy of the Board of Education, City of New York, in accordance with the Labor Law of the State of New York and other applicable laws, to provide equal opportunity for all qualified persons, to prohibit discrimination in employment because of race, color, age, sex, national origin, handicap, marital status, religious or political beliefs, affiliations or sexual orientation and to promote the full realization of equal opportunity through an affirmative, continuing program of compliance by all contractors, suppliers and vendors doing business with the Board of Education and their subcontractors. II - IMPLEMENTATION The Director, Office of Equal Opportunity (therein after referred to as the Director), shall be responsible for the implementation and administration of this policy. The Director shall be directly responsible to the Deputy Chancellor of the Board of Education and shall be responsible for issuing all orders, rules, regulations and procedures as may be deemed necessary or convenient for carrying out and implementing the policy set forth in Section I. III - DEFINITION OF TERMS FOR THE PURPOSE OF THESE ORDERS, RULES, REGULATIONS AND PROCEDURES A. Non-Construction Contract Any agreement, or commitment by the Board of Education, City of New York, to purchase or lease supplies, equipment or services, the term Non-Construction Contract excludes contracts of the Board of Education related to the erection, construction, reconstruction, rehabilitation, alteration, conversion, extension, repair or demolition of buildings or improvements to real property, with the exception of supplies, equipment and materials thereof, and work, labor or services relating to architectural, engineering or consultant services. B. Contractor Any person or entity employing workers who bids for, applies for, or who is awarded a non-construction contract. C. Employee of Non-Construction Contractor Any person employed full or part time, in any capacity, by a person, partnership, corporation or business association, that has bid on, is bidding on, or has been awarded a non-construction contract or purchase order for work, labor, supplies, equipment, materials, goods or services by the Board of Education. D. Minority Group Members Blacks, Hispanics (non-European), Asian-Americans and American Indians.

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BID SERIAL B2254 E. Program of Affirmative Action A detailed, result-oriented set of written procedures which when implemented with conscientious effect results in compliance with the Equal Opportunity Policy herein, through full utilization and equal treatment of minority group members and women at all levels and in all segments of the contractor’s work force. An effective program of affirmative action shall include, but not necessarily be limited to, the following: 1) Development or reaffirmation of the contractor’s Equal Employment Opportunity Policy: 2) Dissemination of the policy: 3) Responsibility for implementation: 4) A survey and analysis of employment at all levels and in all categories and aspects of its work force, which determines if and at which levels, categories and aspects the Contractor or Subcontractor is deficient in the utilization of minority group members and women: 5) Establishment of goals and timetables toward the attainment of which the Contractor’s or Subcontractor’s good faith effort must be directed to remedy any identifiable under-utilization of minority group members and women: 6) An analysis of employment policies and practices, including, but not limited to, seniority systems, recruitment, training, promotion, insurance and job benefits, and their effects upon minority group members and women: 7) Corrective actions taken, or to be taken, toward the elimination of any employment policy or practice having a discriminatory effect on minority group members and women. F. Goals and Timetables Projected levels of achievement resulting from an analysis by the contractor or subcontractor of its deficiencies and of what it can reasonably do to remedy them within a specified time frame. G. Under-Utilization Having fewer minority group members and women in a particular job classification than would reasonably be expected by their availability in the appropriate labor force. IV - BIDDING AND AWARDING OF CONTRACTS Pre-Award Conference Prior to the award of contract to the apparent low bidder, and if requested in writing by the Director, such bidder shall attend a pre-award conference to be held in the Office of Equal Opportunity of the Board of Education for the purpose of acquainting him or her with the statutory and contractual requirements and what specific measures shall constitute an acceptable program of affirmative action. Program of Affirmative Action Prior to the award of contract to the lowest responsible bidder and upon demand, the low bidder must submit to the Director a detailed written Program of Affirmative Action (hereinafter referred to as P.A.A.). In the event that low bidder fails to submit an acceptable P.A.A. their bid may be rejected. The Program of Affirmative Action to be submitted shall: 1) Apply to all Board of Education non-construction contracts except that, with regard to contracts, subcontracts or purchase orders under $100,000, the Director is authorized to make such modifications as may be appropriate in the individual case: INSPECTION, RECHARGING AND REPAIR OF FIRE SUPPRESSION AND HOOD EXHAUST SYSTEMS

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BID SERIAL B2254 2) Encompass all phases of the employment process, including evaluation of job classification to ensure job relations, recruitment, selection, validity of examinations, retention, layoffs, seniority, assignments, training, promotion, salary and benefits: 3) Be considered by the Board of Education in its determination as to whether a numerical low bidder will be judged the lowest responsible bidder entitled to award thereof. The Director shall be the sole judge of the program’s acceptability: 4) In addition to the above, fulfill the requirements of subdivisions (a) through (g) of this section:

a) The P.A.A. shall include measurable goals, reasonable timetables and specific programs to be implemented by the Contractor to identify and eliminate deficiencies in employment practices with respect to the under-utilization of minority group members and women. It shall include a statement of the present utilization of minority group members and women in the contractor’s work force and a projection of the minority utilization in the contractor’s work force for the life of the contract and for at least a one-year period succeeding its completion. This statement and projection shall include present and projected (1) rates of hiring and promotion of minority group members and women in specific job categories at each wage rate within each level of employment and according to major organizational unit, and (2) percentages of minority group and women utilization in specific job categories at each wage rate within each level of employment, and according to major organizational units, within the contractor’s work force. b) The P.A.A. shall include all of the contractor’s facilities within New York City as well as those facilities located elsewhere within the continental limits of the United States. c) The P.A.A. shall specify the union(s) or other employee organizations to which the Contractor’s employees belong, and shall include commitments to good faith efforts to effect equal employment opportunity changes directly or indirectly, in programs by such unions or organizations to recruit, train, qualify or otherwise select members, if such changes are deemed necessary. The P.A.A. shall also include a copy of any agreement with an employee association which affects employment policies and practices. d) The P.A.A. or portions thereof, shall be submitted in such format as shall be specified by the Director. e) The P.A.A. shall include a commitment to submit to the Director, a separate P.A.A. of the form and substance specified in subdivisions (a) through (g) hereof, for each subcontractor prior to its approval by the Board of Education. Every subcontract made by a non-construction contractor shall also contain these rules, regulations and orders in their entirety or their incorporation by reference. f)

The P.A.A. shall include written evidence or other proof which shows that minority entrepreneurs have been solicited and given an equal opportunity to submit bids and that such bids have been given equal consideration for award.

g) Unless exempted by the Board of Education, no specific commitment, including goals for minority group employment and adoption of equal employment practices, contained in the P.A.A. shall be acceptable, which is not at least equal to any such commitment contained in the most recent previous P.A.A., if any, of the Contractor or Subcontractor.

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BID SERIAL B2254 V - COMPLIANCE INSPECTION REPORT Prior to the award of contract to the lowest responsible bidder and upon demand, the low bidder must submit to the Director of Equal Opportunity a compliance inspection report. The complete compliance inspection report must be returned to the Office of Equal Opportunity within twelve (12) calendar days from the effective date stated on the requisition for information accompanying the report form. Failure to submit the compliance inspection report within the period of time specified above may result in rejection of the bid and the disqualification of the bidder from bidding on Board of Education work for a period of one (1) year. The compliance inspection report shall be submitted in a form provided by or approved by the Director and shall indicate and furnish explanation for any current or anticipated departures from the total labor force projections or minority group labor force projections in the contractor’s or subcontractor’s P.A.A., or from planned corrective action relating to employment policies as stated in the P.A.A. VI - CONTRACTOR’S IMPLEMENTATION Good faith efforts must be made to implement these affirmative action steps during the performance of the contract. The effectiveness of the affirmative action program shall be measured by the extent of progress made toward an equitable participation which reflects the appropriate available minority and female workforce, and the lack of such progress shall be a factor considered in determining whether there have been good faith efforts to implement the program. VII - SANCTIONS AND REMEDIES It is agreed that if the Contractor does not comply with the equal opportunity provisions herein stated, as solely determined by the Board of Education, the said contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Board of Education contracts and/or subject to such other sanctions as may be imposed and remedies invoked by the Board of Education in its discretion. Prime Contractors shall be responsible for the compliance of their Subcontractor. Failure of its Subcontractor to comply with the provisions hereof or with affirmative action contractual provisions, shall be grounds for the imposition of sanctions and remedies against a prime Contractor. Such sanctions and remedies include the authority of the Director to halt scheduled payments to contractors who consistently fail to comply with the provisions hereof. No sanctions or remedies shall be imposed on a bidder, contractor or subcontractor without affording such bidder, contractor or subcontractor an opportunity for a compliance review. The purpose of the compliance review is to enable the bidder, contractor or subcontractor to present written evidence as to why it should not be held in non-compliance with the Board of Education’s Policy of Equal Employment Opportunity. The bidder, contractor or subcontractor shall be allowed at least twelve (12) calendar days to present such evidence. If at the end of such period compliance is not reached, and the Director maintains their position of non-compliance, the bidder, contractor or subcontractor may appeal to the Board of Education. Conformity to technical rules of evidence at a hearing shall not be required. The determination of such Board of Education appeal shall be final and conclusive, subject only to judicial review. Each of the foregoing sections or subdivisions hereof shall be construed to be independent of all other sections and subdivisions unless the contrary is clearly indicated by the text. For further information concerning these rules, regulations or procedures, contractors may consult with the Office of Equal Opportunity of the Board of Education.

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BID SERIAL B2254 EQUAL EMPLOYMENT OPPORTUNITIES The provisions and terms herein will be strictly enforced by the Board of Education. It is the intent of the Board of Education to make this section’s requirements applicable to all its contracts. Emphasis is placed upon the following: “Prior to the award of contract of $100,000 or greater to a bidder, the bidder must submit to the Director, Office of Equal Opportunity, an Affirmative Action Plan. The completed Affirmative Action Plan must be returned to the Office of Equal Opportunity within twelve (12) calendar days from the effective date stated on the Requisition for information accompanying the report form. Failure to submit the Affirmative Action Plan within the period of time specified above may result in a rejection of the bid and the disqualification of the bidder from bidding on Board of Education work for a period of one year”. To facilitate the processing of Affirmative Action Plans, bidder must furnish the information requested in the spaces provided below. In turn, said forms will be mailed directly to the office and individual so designated. Bidders are to alert said office/individual of contemplated direct mailings from our Office of Equal Opportunity. Corporation Name: _________________________________________________________________________ Address__________________________________________________________________________________ (Number and Street/Avenue) ________________________________________________________________________________________ (City) (State) (Zip Code) ________________________________________________________________________________________ Telephone No (Area Code) (Number) (Extension) Federal I.D. No.___________________________________________________________________________

Email Address:____________________________________________________________________________

Fax No.: _________________________________________________________________________________ Name of Corporate Affirmative Action Officer (Authorized to make Statements-Representations):

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BID SERIAL B2254 3.5.

INSURANCE

The Contractor shall maintain during the period(s) of this contract, inclusive of guarantee periods when applicable, insurance(s) covering the personnel employed by the contractor, equipment (vehicles) used, public servants, and property of the Board of Education while the supplies, equipment, goods, products, etc. called for herein are being delivered or while the services/work outlined herein is being performed. The bidder shall submit certifications(s) from acceptable insurers, licensed by the State of New York, or any other licensing authority thereon, to the effect that said insurers will furnish to the bidder the insurance coverage listed. In addition, certifications submitted must name the New York City Board of Education and the City of New York as additionally insured. Failure by the bidder to furnish the above certification(s) may result in rejection of the bid. The most common form used to transmit this information is entitled ACORD Certificate of Insurance (form ACORD 25-S) (7/90). The policies mentioned herein shall insure the New York City Board of Education and the City of New York against claims outlined in the coverage mentioned herein in the same amounts as are required in specifications for the Contractor or Subcontractor when applicable. Such coverage may be by separate policies or by endorsement to this effect on existing policies. The policies mentioned herein, insuring the New York City Board of Education and the City of New York against claims arising out of negligence of the Contractor or Subcontractor when applicable, shall contain, by rider attached to such policies, the following provisions: a) Notice under this policy by the Insurance Company should be addressed to the Division of Contracts and Purchasing, 65 Court Street, Room 1201, Brooklyn, NY 11201. b) Notice of accident should be given by the insured to Insurance Company within sixty (60) days after notice to the said Division of Contracts and Purchasing of such accidents. c) Notice of claim against the insured shall be given to the Insurance Company within sixty (60) days after such claims shall be filed with the Division of Contracts and Purchasing. d) The policy shall not be canceled, terminated, modified or changed by the Insurance Company unless thirty (30) days prior written notice is sent to the insured by registered mail and addressed to the Division of Contracts and Purchasing, nor shall it be canceled, terminated, modified or changed by the Contractor securing such policy without the prior consent by the Board of Education of the City of New York. e) The policy shall not be invalidated by reason of any violation of any of the terms of any policy issued by the Insurance Company to the Contractor. The following insurance policies shall be submitted upon request. Failure to do so may result in rejection of your bid. Delivery of such insurance policies to the Board shall be a condition precedent to the right of the Contractor to demand any payments there under. In the event contract is to be extended, Contractor must submit proof of continuing compliance at least thirty (30) days prior to the ensuing contract period.

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BID SERIAL B2254 A. WORKERS’ COMPENSATION INSURANCE If this contract be of such character that the employees engaged thereon are required to be insured by the provisions of Chapter 6515 of the laws of 1922 known as the Workmen’s Compensation Law, and with act amendatory thereof, the same shall be void and of no effect unless the person, firm or corporation making or performing the same shall secure compensation for the benefit of, and keep insured during the life of this contract, such employees in compliance with the previsions of said law. Insurance must comply with Workmen’s Compensation Law. The Contractor shall not begin work at, about, or upon, the property of the Board of Education until filing with the Board, a certificate showing compliance with the provisions of said law. Such insurance shall be kept during the life of this contract (inclusive of guarantee periods when applicable) and/or until the completion of said deliveries or services/work to be performed is accepted by the Board of Education. Contractor shall only engage subcontractors when contract permits who comply with the workman’s compensation. B.

COMPREHENSIVE GENERAL LIABILITY INSURANCE (INCLUDING PRODUCT(S) LIABILITY INSURANCE)

This shall insure the vendor and the vendor’s agents, the Board of Education and the City of New York during the performance of work under this contract against all present and future claims for bodily injury, sickness, disease, death, and property damage as may arise because of any work performed or goods provided by the vendor or by any one employed by the vendor, either directly or indirectly. The limit of liability under this Comprehensive General Liability Insurance coverage (including Products Liability Insurance) for bodily injury, sickness, disease, or death shall be at least $1,000,000 per occurrence. The limit of liability required for property damage shall be at least $100,000 for one claimant in any one occurrence but not more than $200,000 for two or more claimants in any one occurrence. Such damages shall include all injury to, or destruction of, property of such claimant as well as the loss of use occasioned by the occurrence. C. MOTOR VEHICLE LIABILITY INSURANCE This shall insure the vendor, the vendor’s agents, the Board of Education and the City of New York during the performance of work under this contract against all present and future claims for bodily injury, sickness, disease, death and property damages which may arise because of a motor vehicle accident. The limit of liability shall be at least $1,000,000 for all injuries sustained in any one occurrence. The limit of liability required for property damage shall be at least $100,000 for one claimant and at least $200,000 for two or more claimants in any one accident. Such damages shall include all injury to, or destruction of, property of such claimant as well as the loss of use occasioned by the accident. D. PROPERTY LOSS INSURANCE The limit of liability shall be at least $500,000 per occurrence protecting the supplies, equipment and property, etc. of the Board of Education against “All Risks” of loss, which include, but are not limited to, fire, lightning, windstorm, hail, riot, civil commotion, vandalism, malicious mischief, burglary, theft, floods, earthquakes, hurricanes, tornadoes and other perils, including mysterious disappearance, while supplies, etc. are in the possession, control or responsibility of the contractor, sub-contractor or anyone directly or indirectly employed by either of them. In the event there is a loss incurred as a result of any of the above, reimbursement for claims submitted shall be on a dollar for dollar basis for the cost incurred by the Board for either the loss of services, repair, restoration or replacement, whichever is applicable. This coverage may be a “Broad Form” policy covering any/all possible contingencies.

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BID SERIAL B2254 E. SUB-CONTRACTORS’ INSURANCE Should the awarded Contractor retain a Subcontractor to perform any of the services mentioned herein, it is the Contractor’s responsibility to insure that Subcontractor maintains the same types of insurance coverage in accordance with the requirements and amounts indicated herein. F. SAVE HARMLESS CLAUSE Contractor hereby agrees to indemnify and hold the Board of Education and the City of New York harmless from all claims, damages, judgment, expenses, attorney fees and compensation whether in contract or tort arising out of personal injury, including death, or property damage sustained or alleged to have been sustained in whole or in part by any or all persons whatsoever as a result of or arising out of any act or omission of the Contractor, its agents or employees, or caused or resulting from any deleterious substance in any of the products supplied or while the equipment, supplies, etc. are being delivered or the service-work is being performed under this contract, whichever instance is applicable.

NO TEXT

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BID SERIAL B2254 3.6.

This is a SAMPLE - an original certificate document should be obtained from the bidder’s insurance company and submitted with the bid

CUSTOMER *

CERTIFICATE OF INSURANCE

ISSUE DATE NAIC NUMBER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW,COMPANIES AFFORDING COVERAGE: COMPANY LETTER A COMPANY LETTER B COMPANY LETTER C COMPANY LETTER D

PRODUCER

INSURED

COVERAGES: THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

CO LTR

TYPE OF INSURANCE

POLICY NUMBER

GENERAL LIABILITY A ( ) COMMERCIAL GENERAL LIABILITY ( ) CLAIMS MADE ( ) OCCUR, ( ) OWNER'S & CONTRACTOR'S PROT. ( ) B.F. VENDORS ( ) ( ) AUTOMOBILE LIABILITY ( ( ( ( ( (

) ANY AUTO ) SCHEDULED AUTOS ) ALL OWNED AUTOS ) HIRED AUTOS ) NON-OWNED AUTOS ) GARAGE LIABILITY

EXCESS LIABILITY ( ) UMBRELLA FORM ( ) OTHER THAN UMBRELLA FORM B WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY

POLICY POLICY EFF. DATE EXP. DATE

REQUIRED

REQUIRED

REQUIRED

LIMITS GENERAL AGGREGATE PRODUCTS-COMP/OP AGG, PERSONAL & ADV, INJURY EACH OCCURRENCE FIRE DAMAGE (ANY ONE FIRE) MED. EXPENSE (ANY ONE PERS)

$ $ $ $ $ $

COMBINED SINGLE LIMIT

$

BODILY INJURY (PER PERSON) $ BODILY INJURY (PER ACC)

$

PROPERTY DAMAGE

$

EACH OCCURRENCE AGGREGATE STATUTORY LIMITS EACH ACCIDENT DISEASE-POLICY LIMIT DISEASE-EACH EMPLOYEE

$ $ $ $ $

OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS NEW YORK CITY BOARD OF EDUCATION AND THE CITY OF NEW YORK ARE ADDITIONAL INSURED

CERTIFICATE HOLDER

CANCELLATION

NEW YORK CITY BOARD OF EDUCATION DIVISION OF CONTRACTS AND PURCHASING 65 COURT STREET, ROOM 1201 BROOKLYN, NY 11201

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL. ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES, AUTHORIZED REPRESENTATIVE:

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BID SERIAL B2254 3.7.

VENDEX QUESTIONNAIRES

The New York City Board of Education is required to register all awards of one hundred thousand dollars ($100,000.00) or above with the New York City Vendex System. Vendors will be required to submit questionnaires titled Vendor and Principal Questionnaire prior to award of contract and renewal of contract of this amount or more. Failure to provide the completed Vendex Questionnaire will result in rejection of bid or renewal of contract. When directed by the Department, and only when directed by the Department, the contractor will complete the appropriate VENDEX forms. The City is legally required to use this computerized data system to help it make well informed decisions when selecting a vendor. VENDEX provides the City with comprehensive management information so that it may better serve the needs of the citizens of New York City. There forms can be found at: http://www.nyc.gov/html/mocs/html/research/vendex.shtml VENDEX forms should be sent directly to the Mayor's Office of Contract Services. If a vendor already participates in the Vendex System and has submitted the required questionnaires within the last three years, the vendor is required to complete the Certification of No Change. Two (2) original Certifications of No Change and copies of the original Vendex questionnaires must to be sent to Division of Contracts and Purchasing, 65 Court Street, Brooklyn, New York 11201 Attn: Edward Ginsberg. Please note: If your company is a Business entity, a Principal Questionnaire is required for each principal of you organization. 3.8.

CRIMINAL CHARGES

Vendors submitting bids in response to this solicitation must disclose if there are any individuals employed by the company or consultants to the company that were convicted or indicted of any crime related to the antitrust laws in the past 10 years. You may be barred from doing business with the Board of Education as a result of such indictment and/or conviction. 3.9.

CONFLICTS OF INTEREST

A.

No non-governmental Contractor may have on its remunerative Board of Directors (or comparable body), employ or have under contract for services (1) any present full-time officer or employee of the City of New York or the Board of Education or any part-time officer or employee of the Board, or (2) any present full-time officer or employee of the city (including the Board of Education) on leave from the City or the Board or any part-time officer or employee of the Board currently on leave from the Board. The Conflicts of Interest Board may grant waivers of this provision, if an employee or officer is not involved in the Contractor’s business with the City or the Board. Said waivers are discretionary and must be approved prior to the commencement of services by that individual. The Board of Education's Ethics Officer must be contacted if an officer or employee wishes to request a waiver.

B.

No Board of Education officer or employee may serve as an unpaid member of a Board of Directors (or comparable body) of a non-governmental not-for-profit Contractor without the permission of the President of the Board of Education or the Chancellor. To obtain this permission, the officer or employee must contact the Board of Education’s Ethics Officer. All other City officers or employees may serve as unpaid members of Boards of Directors (or comparable body) of a non-governmental notfor-profit Contractor, if the officer or employee has no involvement with the Contractor’s business with the City or the Board.

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BID SERIAL B2254 C.

No officer or employee of the Board of Education, or the officer or employee’s spouse/domestic partner or unemancipated child(ren) can have an ownership interest in the contractor, defined as an interest which exceeds five percent of the firm or an investment of $32,000 in cash or other form of commitment, whichever is less, and any lesser interest when the officer or employee or spouse, unemancipated child(ren), or domestic partner exercises managerial control or responsibility regarding any such firm. (12/2/99).

D.

No former officer or employee of the Board may appear before the Board on behalf of a nongovernmental Contractor within one year of the former officer or employee’s termination of service with the Board. An appearance before the Board includes all communications with the Board. However, a former employee of the Board is not prohibited from serving on a non-governmental Contractor’s Board of directors (or comparable body), or from employment or contracting for services with the contractor, provided that the former employee does not appear before the Board within one year of the termination of service with the Board.

E.

No former officer or employee of the City (including the Board) may have any involvement on behalf of a non-governmental Contractor with any aspect of a contract, including services under that contract, if that former officer or employee was involved substantially and personally with any aspect of that contract while employed by the City. Any former City employee whose duties for the City or the Board involved a contract shall contact the New York City Conflicts of Interest Board for clarification before having any involvement with the contract on behalf of a non-governmental Contractor or any other private interest.

F.

The Contractor warrants that, other than a bona fide employee or contractor regularly working as a sales representative for the Contractor, no person, selling agency, or other entity has solicited or secured this Agreement, or has been employed or retained to do so, for a commission, percentage, brokerage fee or contingent fee.

G.

The Contractor shall not give, and warrants that it has not given or promised to give, any gift or thing of value to a community school Board member, school leadership team member or to any officer, employer or other person whose salary is payable in whole or part from Board or City funds, or other funds under this Agreement. The phrase “gift or thing of value” shall include, without limitation, money, tangible goods, services, loans, promises or negotiable instruments.

H.

If the Contractor violates any provision of this paragraph, the Board may, at its option: (1) cancel and terminate this Agreement and be relieved of all liability hereunder; (2) deduct all amounts paid by the Contractor or other value given by the Contractor in violation of this paragraph from payments made or to be made to the contractor under this or any other Agreement at any time; (3) require the refund of any funds paid hereunder; (4) any combination of the foregoing; or (5) any other action the Board deems necessary and appropriate as permitted by law. Any breach of the warranties or violation of the provisions of this paragraph shall be grounds to find the contractor or its principals as not a responsible bidder on other Board or city contracts.

I.

Provider shall adhere to the Central Board of Education policy on Conflicts of Interest, the Chancellor’s Regulations on Conflicts of Interest, C-110, and the New York City charter provisions on Conflicts of Interest which are hereby incorporated by reference as if fully attached hereto.

J.

Provider shall upon the request of the Board, complete a Conflicts of Interest Statement and Disclosure Statement (Rev. 5/13/99).

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BID SERIAL B2254 3.10.

REPRESENTATIONS OF FACT

The bid contains Representations of Fact and notarization which are provided for in Sections 3.13 3.16. These pages must be original no photocopies will be accepted. These documents must be submitted with the bid. If bidder omits imprint of Corporate Seal as required and/or does not execute applicable Affidavit of Acknowledgment as required and/or does not provide County Clerk’s Certification for Notary Registered outside of New York State; the Board, may grant an extension of time to correct such deficiencies. Failure to correct within time allowed will result in rejection of bid and price quoted will not be considered for Award. 3.11.

AFFIDAVIT OF ACKNOWLEDGMENT

The bid shall be verified by the oath in writing (Notarization) by an authorized representative, that the declarations stated are in all respects true. If the bidder is a corporation the verification shall be made by an officer of such corporation with knowledge of the facts and having authority to make such sworn statements. COMPTROLLER OF THE CITY OF NEW YORK REQUIRES A COUNTY CLERK’S CERTIFICATION OF NOTARY ON ALL OUT OF STATE NOTARIZATIONS 3.12.

NON COLLUSION

By submission of this bid, each bidder, and each person signing on behalf of any bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of knowledge and belief: 1) The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with competitor; 2) Unless otherwise required by law, the prices that have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to opening, directly or indirectly to any other bidder or to any competitor, and 3) No attempt has been made by the bidder to induce any other person, partnership or corporation to submit or not to submit a bid for the purpose of restricting competition.

NO TEXT

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BID SERIAL B2254 3.13.

BIDDER INFORMATION CERTIFICATION AND SIGNATURE PAGE Bid to the Board of Education of the City of New York (Information requested below must be either typewritten or printed)

Business Name: ___________________________________________________________________________ Place of Business: _________________________________________________________________________ Organization under the law of the state of _____________________________________________________ Telephone Number: _______________________________ Fax Number: _____________________________ Date of Bid: __________________ (If the bidder is a firm, state below the name(s) and residence(s) of each member thereof) Name of Partners

Residence of Partners

1. _______________________________________________________________________________________________________ 2. _______________________________________________________________________________________________________ 3. _______________________________________________________________________________________________________ (If the bidder is a corporation, state below the name(s) and residence(s) of each member thereof) Name and Address of President: ____________________________________________________________________________ Name and Address of Secretary: ____________________________________________________________________________ Name and Address of Treasurer: ____________________________________________________________________________ _________________________________________________________________________________________________________ The bidder above mentioned declares and certifies FIRST - That the said bidder is of lawful age and the only one interested in this bid and that no one other than herein above named has any interest in this bid of the contract proposed to be entered into SECOND - By submission of this bid, each bidder and each person signing on behalf of any bidder certifies, and in the case of a joint bid each party thereto certifies as to its own organization under penalty of perjury that to the best of knowledge and belief 1)

The prices in this bid have been arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition as to any matter relating to such prices with any other bidder or with any competitor:

2)

unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to opening, directly or indirectly by any other bidder or to any competitor:

3)

no attempt has been made or will be made by the bidder to induce any other person, partnership, or corporation to submit or not to submit a bid for the purpose of restricting competition.

THIRD - That no Councilman of the City of New York member of the Board of Education of the City of New York or any officer or employee or person whose salary is payable in whole or in part from the treasury of the City of New York is directly or indirectly interested in this bid or in the supplies, materials, equipment, work or labor to which it relates, or in any portion of the profits thereof except as permitted by Section 524 of the New York City Charter which provides that the prohibition of school officers being interested in Board of Education contracts shall not apply to authors of school books used in any of the public schools because of any interest they may have as authors in such books FOURTH - That said bidder is not in arrears to the City of New York upon debt contract or taxes and is not a defaulter, as surety or otherwise upon any obligation to the City of New York and had not been declared not responsible or disqualified by the he agency of the City of New York or State of New York nor is there any proceeding pending relating to the responsibility or qualification of the bidder to receive public contracts except FIFTH - That said bidder has carefully examined the standard form of contract bid approved as to form by the Corporation Counsel including the instruction to bidders, specifications and the schedule prepared by the Division of Contracts and Purchasing and will if successful perform all its terms covenants and conditions and will furnish and deliver at the prices bid within the time stated, all the materials, supplies, apparatus, goods, wares, merchandise, services or labor named and described therein for which bid is made. **SEE FOLLOWING PAGE

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BID SERIAL B2254 3.14.

BIDDER INFORMATION CERTIFICATION AND SIGNATURE PAGE (Cont’d)

SIXTH - The bidder expressly undertakes and agrees if successful to fully comply with any and all laws orders or regulations of any federal, state or municipal authority or agency insofar as any of the same may affect the execution of this contract and to promptly notify the Executive Director, Division of Contracts and Purchasing in writing of any such order regulation or law that may be promulgated at any time during the course of the execution of this contract that affects the execution of the contract. SEVENTH - By signing this bid, Contractor agrees that the provisions regarding the MacBride Principles constitute material conditions of this contract with the Board of Education. It is certified that the prices quoted herein are exclusive of all federal; state and city sales or excise taxes. The total number of items for which bids are submitted is The total cost of said items is the sum of

Dollars $ The amount of bid deposit or bid bond furnished with this bid is the sum of: Dollars $ Signature (individual, firm or corporation, as case may be) (Please note that applicable affidavit of acknowledgment on the following two pages must be executed) By (Where bidder is a corporation add:) Attest:

(Seal) Secretary Notes:

1.

Where bidder is a firm, the bid must be signed in the name of the firm by a member thereof, who must sign his own name immediately thereunder as, A. & B. Co., by C. A., Partner.

2.

Where the bidder is a corporation, each bid must be signed in the name of the corporation by some duly authorized officer or agent thereof having knowledge or the matters stated in the bid, and such officer or agent shall also subscribe his own name, as: A. B. Company, C.D., by President. The Seal of the corporation should also be affixed.

3.

Individuals doing business under a trade name must present the bid in such individual’s correct name. The style “Thomas Jones, doing business as (d/b/a) Celestial Paper Co.” may be used.

4.

Said bidder is not in arrears to the Board and/or City of New York upon any debt, contract or taxes and is not a defaulter, as surety or otherwise, upon obligation to the Board and/or City of New York, and has not been declared not responsible, or disqualified, by the Board and/or any agency of the City of New York, nor is there any proceeding pending relating to the responsibility or qualification of the bidder to receive public contracts except The bidder shall file with the bid an affirmation that it has paid all applicable City income, excise and other taxes for all years it has conducted business activities in New York City, and indicate on its bid its Tax Identification Number

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BID SERIAL B2254 3.15.

AFFIDAVIT OF ACKNOWLEDGMENT FORM (BY AN INDIVIDUAL)

STATE OF COUNTY OF

ss.:

ON THE

Day of

20

before me personally came residing at in the City of to me known and known to me to be the same person described in and who executed the foregoing instrument and acknowledged to me that he had executed the same

Commissioner of Deeds, The City of New York or Notary Public

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------(BY A PARTNERSHIP) STATE OF COUNTY OF

ss.:

ON THE

Day of

20

before me personally came residing at

in the City of

to me known and known to me to be a member of the firm described in and which executed the foregoing instrument, and he acknowledge to me that he subscribed the name of said firm thereto on behalf of said firm for the purposes therein mentioned. Commissioner of Deeds, The City of New York or Notary Public ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------(BY CORPORATION - ONE OFFICER ACKNOWLEDGING) STATE OF COUNTY OF ON THE

ss.: Day of

20

before me personally came residing at

in the City of

to me known, who, being by me duly sworn, did say, for himself that he resides at in the City of

and is the

of the corporation described in and which executed the foregoing instrument, that he knows the corporate seal of said Corporation, that the seal affixed to the foregoing contract is such corporate seal and was affixed thereto by order of the Board of Directors of said corporation, and that by like order he thereto signed his name official designation. Commissioner of Deeds, The City of New York or Notary Public WHEN NOTARIZED BY A PARTY REGISTERED OUTSIDE OF NEW YORK STATE, A CERTIFICATION FROM THE COUNTY CLERK OF THE COUNTY IN WHICH NOTARY IS REGISTERED IS REQUIRED BY THE COMPTROLLER.

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BID SERIAL B2254 3.16.

AFFIDAVIT OF ACKNOWLEDGMENT FORM (Cont’d) (BY A CORPORATION - TWO OFFICERS ACKNOWLEDGING)

STATE OF COUNTY OF ON THE

ss.: Day of

20

before me personally came and each to me known, who being by me severally duly sworn, did say, each for himself as follows: The said that he/she resides at

in the City of

in the state of the corporation described in and which executed the foregoing instrument, and the said that he resides in the City of

and

is the

of said Corporation; that he knows the corporate seal of said

Corporation; that the seal affixed to the foregoing instrument is such Corporate seal; that it was affixed by the order of the Board of Directors of said corporation, and that by like order he thereto signed his name and official designation.

Commissioner of Deeds, The City of New York or Notary Public -------------------------------------------------------------------------------------------------------------------------------------------------------(BY AN ATTORNEY IN FACT) STATE OF COUNTY OF ON THE

ss.: Day of

20

before me personally came residing at

in the City of

the attorney in fact of the contractor named in the foregoing instrument, to me known to be the individual described in and who as such attorney, executed the foregoing contract and acknowledged before me that he executed the same as the act and deed of said party or parties, therein described as the Contractor, and for the purposes therein mentioned, by virtue of a power of attorney duly executed by the he said contractor, bearing date the day of in the year 20 Commissioner of Deeds, The City of New York or Notary Public WHEN NOTARIZED BY A PARTY REGISTERED OUTSIDE OF NEW YORK STATE, A CERTIFICATION FROM THE COUNTY CLERK OF THE COUNTY IN WHICH NOTARY IS REGISTERED IS REQUIRED BY THE COMPTROLLER.

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BID SERIAL B2254 3.17.

ELECTRONIC COMMERCE PROGRAM

The Department of Education (DOE) is implementing an electronic e-commerce program that will enable vendors to electronically process purchase orders. Vendors participating in this program will be assessed a 2% service fee when payment is received within fifteen (15) days. If payment is not made within the fifteen (15) days, the service fee will be waived. The Discount for Prompt Payment of 2% in Section 4.28 will not be charged to vendors enrolled in this program. To participate, please contact the DOE Division of Financial Operations at the following e-mail address: [email protected].

NO TEXT

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BID SERIAL B2254

GENERAL INSTRUCTIONS TO BIDDERS 4.1.

CONTRACT

The advertisement for furnishing and delivering the supplies and/or services, bid for bids, instructions to bidders, bid specifications, schedules, and agreements approved by the Board of Education are and shall be a part of this contract. In case of variance between the specifications, bid and contract, the contract shall be controlling. 4.2.

CONTRACT EXTENSION

The Board, at its sole option may further extend this agreement for a final period of up to one two hundred seventy (270) days, if the Board shall so notify the contractor by written notice, via mail with delivery confirmation. Any purchase order dated prior to the final expiration of contract will remain in force and be subject to the terms and conditions stated herein. 4.3.

TERMINATION OF CONTRACT

Any contract or any portion resulting from this bid may be terminated at any time, upon a minimum of thirty (30) days written notice, via mail, by the Board. In the event of termination, the contractor will complete delivery and the Board will receive deliveries of any orders which have been issued to the contractor prior to the date of termination. 4.4.

SUBMISSION OF BID

The person, firm or corporation submitting a Bid shall furnish such Bid in a sealed envelope to the Vendor Resources representative at the place designated on or before the day and hour stated. The front of the envelope must indicate the name of the person, firm or corporation submitting this bid, the Bid Serial No., the date of its submission and the title of the supplies and/or services for which the bid is submitted. The bid submitted must include the entire Standard Form of Contract as well as any amendments. ALL BIDS MUST BE COMPLETED IN INK. 4.5.

BID SUBMISSION FORM

Bidder must submit their bid on the pages entitled “Bid Blank” which incorporates the schedule of items, quantities, specifications and bid terms and conditions. 4.6.

INTERPRETATION

To prevent all disputes, the Board shall in all cases determine the amount, quality, acceptability and fitness of the several kinds of materials delivered and work performed and shall determine any questions in relation to the work and fulfillment of the contract and methods to be adopted. The Board’s estimate and decision shall be final, conclusive and binding upon the Contractor. 4.7.

BID OPENING

On the date, time and place designated, the bids received will be publicly opened and read by the duly designated representative of the Division of Contracts and Purchasing. The Executive Director or designee reserves the right to waive any informalities if deemed in the best interest of the Board of Education. THE USE OF VOICE RECORDING DEVICES OF ANY TYPE DURING THE PUBLIC READING OF BIDS IS NOT PERMITTED.

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BID SERIAL B2254 4.8.

LATE BIDS

Bids which arrive after the date, time and place stated on the Standard Form of Contract for the opening of bids will not be accepted and will be returned to the bidder unread. Bids sent by mail, overnight carriers, messengers, etc., are at the risk of the bidder and will be returned to the bidder unread if received after date and time of bid opening. Prior to bid opening, additional information pertaining to the bid terms or conditions of the bid or where the bidder requires an interpretation or clarification of any ambiguity in the bid, must be requested in writing to the duly designated representative of the Division of Contracts and Purchasing, whose response will be final and binding. No protests will be considered regarding ambiguity in terms, conditions or specifications after the time set for the opening of bids. 4.9.

BID DEPOSIT

No bid deposit will be required for this bid. 4.10.

WITHDRAWAL OF BIDS

After the opening of bids, a request by a bidder to the Board of Education for consent to the withdrawal of their bid, because of an error made by said bidder, will be considered only under the following terms and conditions: Request to withdraw bid must be received in writing providing reasons for the request. This request is to be sent to the duly designated representative of the Division of Contracts and Purchasing, within five (5) business days following the date and time set for the opening of bids. Whenever any bidder requests the consent of the Board of Education to the withdrawal of their bid, the Board of Education may grant or reject such request in any case which it deems just and proper. This request shall be made and such consent to withdraw shall be accepted by the bidder upon the express condition that said bidder shall be excluded from bidding again for the re-advertisement of bids for the same item or bid should no award be made. Should any bidder request the withdrawal of more than one bid in any twelve (12) month period, they shall be disqualified from bidding on Board of Education work for a period of one (1) year from the date of the second request. Following the five (5) business days after the bid opening, a bidder may not withdraw their bid before the expiration of one hundred eighty (180) calendar days from the date of bid opening of said bid. A bidder may withdraw their bid after that date only if they state such intent in writing prior to the mailing by the Board of Education of a Purchase Order, Notice of Award, or Acceptance of Bids. The duly designated representative of the Division of Contracts and Purchasing will make the determination with respect to request for the withdrawal of bids and that determination shall be final and binding. A partial withdrawal of bid may be permitted if deemed in the best interest of the Board of Education. 4.11.

UNIT OF MEASURE

ALL ITEMS MUST BE BID IN ACCORDANCE WITH THE UNIT OF MEASURE SPECIFIED. THE BOARD OF EDUCATION RESERVES THE RIGHT TO REJECT ANY BID IF THE UNIT OF MEASURE IS CHANGED. Bidders are to insert in the space provided, the Brand, Model or Stock Number they intend to furnish as a result of this quotation. Proposed alternates shall be clearly described and any variation from the specification or standard must be inserted in the space provided. In the event the bidder fails to provide this information, the Board of Education will assume that the item(s) to be supplied is as indicated or referred to in the specifications.

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BID SERIAL B2254 4.12.

CATALOG REFERENCE

When a catalog reference follows the description of an item number on the bid blank, this described item is intended to generally show the grade, style, quality and size of the item to be furnished. Catalog references apply to the latest issue of the stated manufacturer and are to be regarded as part of the description of the item. 4.13.

DESCRIPTION OF ITEMS

For details as to the quantity of the supplies/service or the nature and extent of the work required or of the materials to be furnished and delivered, bidder is referred to the specifications and/or bid blank. Bidder is advised to review specifications prior to submitting their bid. Technical specifications contained herein are intended to cover the items(s) listed in this bid in accordance with the latest and accepted practices of the industry. Bidders are advised to carefully review the specifications for ambiguity, incompleteness and deficiencies. Questionable specifications should immediately be brought to the attention of the duly designated representative of the Division of Contracts and Purchasing in writing prior to submitting the bid. Notwithstanding any ambiguity, incompleteness of the specifications, upon award of contract, the vendor assumes full responsibility for furnishing and delivering the items awarded. 4.14.

SAMPLES

All samples, if required, are to be submitted within five (5) business days of request or as specified in the request for sample letter with no cost to the Board. The sample submitted must be indicative of the quality that the bidder intends to supply during the life of the contract. Delivery point of the sample(s) will be indicated at time of request. All charges for delivery of sample(s) to test point and pick-up of sample(s) upon completion of examination shall be at bidder’s expense with no charge to the Board of Education. Samples are for inspection, test, evaluation and comparison for compliance with specifications and standards outlined herein. Samples which do not meet or exceed specifications or functionality will be rejected. Samples of the specified brand may also be requested in order to conduct a thorough evaluation. All accepted samples not consumed in the testing process may be kept in the possession of the Board of Education until the expiration of the contract, including extension periods, when applicable. Each item submitted must be identified with: Bid Serial No. Date of Bid Opening Board of Education Item Number Bidder’s Name Mfr Brand and Model Number WITHOUT THIS IDENTIFICATION, SAMPLES MAY NOT BE ACCEPTED FOR EVALUATION. FAILURE TO SUBMIT SAMPLES, AS AND WHEN REQUESTED, MAY RESULT IN REJECTION OF BID. Vendors will be responsible for arranging for pick up of their samples within thirty (30) calendar days of written notification or the expiration of the contract. Samples not picked up will become the property of the Board of Education. 4.15.

ESTIMATED QUANTITY

The estimated quantity indicated in the schedule is an approximation of one year’s requirements based on past experience and is not binding on the Board of Education. The Board of Education has the right to order any quantity which the Board deems necessary. Vendors cannot refuse to deliver product or services or cancel contract if quantities exceed estimated quantity.

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BID SERIAL B2254 4.16.

TIE BIDS

Low tie bids are low responsive bidders that are identical in price, meeting all the requirements and criteria set forth in the bid. In case of low tie bids, the duly designated representative of the Division of Contracts and Purchasing shall break the tie in the following order of priority:  Select a New York City bidder.  Select a New York State bidder  Conduct a drawing. Tie bidders shall be invited to witness the drawing. A witness shall be present to verify the drawing and shall certify the results on the bid tabulation sheet. 4.17.

ALTERNATE ITEMS

It is the intention of the Board of Education to consider and evaluate all alternate items bid. The Board of Education will not accept items below the quality specified and the Board reserves the right to determine if the items offered may be accepted as equivalent to the specifications. When an alternate has been accepted by the Board and award made accordingly, contractor must deliver only such accepted alternate. Exceptions to these provisions may be allowed at the discretion of the Board if deemed in the best interest of the Board or where this may be warranted by unforeseen circumstances. When a bidder is offering an alternate item in place of the referenced brand and/or model number, they must submit with their bid a catalog or specification sheet with a complete description of the substitute item. Failure to do so may result in rejection of bid. 4.18.

ABILITY TO PERFORM

Upon request by the Board, any bidder for this contract must furnish evidence in such forms as the Board may indicate, as to their financial ability, prior experience and ability to perform, etc. No award will be made to a bidder who fails to submit acceptable proof. Any statement or declaration made by the bidder which is found as untrue, or deemed unsatisfactory, will be sufficient cause for rejecting their bid. The Board will determine whether the evidence of ability to perform is deemed satisfactory and will make awards based on such evidence. 4.19.

USE OF SUBCONTRACTORS

The use of any subcontractor must be approved in advance by the Board. If bidders are subcontracting any portion of the work specified herein, the Board must be notified and reserves the right to inspect subcontractor’s premises to accept or reject the use of such subcontractor. Notification may be made in writing during bid evaluation and during the contract period. Failure to do so may result in rejection of bid. All subcontractors must be approved by the Board before they perform any work. Approved subcontractor(s) are governed by the same terms and conditions which apply to the contractor(s). 4.20.

MINORITY AND WOMEN OWNED BUSINESS ENTITIES PARTICIPATION

The New York City Department of Education (DOE) has contracts with vendors to purchase the goods and services necessary to ensure that students receive the quality education they deserve. The agency strives to give all businesses, including Minority and Women-Owned Business Enterprises (MWBEs), an equal opportunity to compete for DOE procurements. The agency casts a wide net in search of talented vendors, seeking qualified suppliers from all segments of the community. The DOE’s mission is to provide equal access to procurement opportunities for all qualified vendors including MWBEs. The DOE works to enhance the ability of MWBEs to compete for contracts and DOE is committed to ensuring that MWBEs fully participate in the procurement process. Accordingly, the DOE encourages the participation of MWBEs in this engagement. For evaluation purposes, no rating points will be assigned for MWBE status.

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BID SERIAL B2254 4.21.

AFFIRMATION OF RESPONSIBILITY AND PAID TAXES

The Contractor affirms and declares that said Contractor is not in arrears to the City of New York upon any debt, contract or taxes and is not a defaulter, as a surety or otherwise, upon any obligation to the City of New York, and has not been declared not responsible, or disqualified, by any agency of the City of New York, nor is there any proceeding pending relating to the responsibility or qualification of the Contractor to receive public contracts except as stated in the affirmation pertaining to the foregoing which has been furnished to the Board. 4.22.

NOTICE OF AWARD

The mailing by the Board of Education of the City of New York to the undersigned bidder at the address herein specified on the Purchase Order, Notice of Award, or Acceptance of purchase order for any of the items for which this bid is submitted shall constitute a contract between the Board of Education and the undersigned to furnish and deliver the items set forth in said Purchase Order, notice of award or acceptance of bid. 4.23.

NON-ASSIGNMENT OF CONTRACT

The Contractor shall give their personal attention to the faithful performance of this agreement. The Contractor covenants that it will not assign, transfer, convey, sublet or otherwise dispose of this agreement or its right, title or interest therein or its power to execute such Agreement, to any other person or corporation without the previous written consent of the Chancellor or designee. Request for permission to assign a contract shall be in writing to the Board. A non-refundable processing fee of $250 for contract amounts less than $100,000 and $500 for contract amounts of $100,000 or greater. Said fee shall be by check or money order and made payable to the New York City Board of Education, Division of Contracts and Purchasing. The Chancellor’s designee shall grant or deny such requests after consultation with the appropriate Division or Office, the Board of Education’s decision is final and binding. If the Contractor in any way violates the terms of this provision, the Board shall have the right to cancel and terminate this Agreement, and the Board shall thereupon be relieved from all liability hereunder. Nothing contained herein shall be construed to affect an assignment by the Contractor for the benefit of its creditors made pursuant to the statutes of the State of New York. No right under this Agreement, or to any monies due or to become due hereunder, shall be asserted against the Board or the City in law or in equity by reason of a purported assignment of this Agreement, or any part therefore, or of any monies due or to become due hereunder, unless authorized as aforesaid. (Rev 11/02) 4.24.

LABOR LAW

The Contractor agrees that they will comply with all of the applicable provisions of the State Labor Law. 4.25.

AVAILABILITY OF FUNDS

In the event that the period of any resulting award extends beyond the end of the current fiscal year, such awards are subject to the availability of funds in succeeding fiscal years. 4.26.

PURCHASE ORDERS

No delivery shall become due or acceptable without an order in writing issued by the duly designated representative of the New York City Board of Education that have the authority and capability to issue orders directly to vendors. Orders, when issued, will contain instructions regarding point of delivery and invoicing procedures. Orders will be issued throughout the contract period(s) for such quantities as may be required. 4.27.

PAYMENT POLICY

The Chancellor has made prompt vendor payment an administrative priority of the Board of Education. Substantial effort will be made to assure that all bills are paid promptly.

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BID SERIAL B2254 4.28.

DISCOUNT FOR PROMPT PAYMENT

The Board of Education reserves the right to deduct two percent (2%) from the prices quoted herein if payment is mailed within thirty (30) days from receipt, acceptance of a delivery or stated service and proper invoices with sufficient information to initiate payment. 4.29.

ACCEPTANCE OF FINAL PAYMENT

The acceptance by the Contractor or by any person representing the Contractor of the final payment or any part thereof as audited by the Comptroller, whether such payment be made pursuant to any judgment or order of any court or otherwise, shall operate as and shall be a release to the Board from all claims of and liability to the Contractor and to the Contractor’s representatives and assigns for anything done, furnished or for or pertaining to the work or supplies or for any neglect of the Board or of any person pertaining to or affecting the work done or supplies furnished hereunder. No interest shall be allowed on the amount certified as or audited by the Comptroller as the final payment or on any part thereof which the Treasurer of the City is ready and willing to pay. 4.30.

NEW MERCHANDISE

Deliveries must consist only of new and unused merchandise. No rebuilt, modified, refurbished or remanufactured or newly manufactured with used parts, merchandise will be accepted unless specified. 4.31.

PACKING

All items are to be securely and carefully packed in uniform cartons with the same quantity contained in each carton. All cartons must be fully packed and constructed to protect contents while in transit. No charge will be allowed for cases, boxes, pallets, bottles, or for freight expenses, express or cartage. No empty packages, cases, boxes, pallets, carboys, bottles, etc. will be returned to the bidder or Contractor and none will be charged to or paid for by the Board of Education. 4.32.

WORKMANSHIP AND QUALITY

The workmanship and quality of material specified shall be first quality and in accordance with the best standard trade practices. The Board of Education reserves the right to accept or reject any workmanship and/or quality whichever is deemed in the Board’s best interest. 4.33.

DELIVERY DELAYS

If the Contractor is delayed in delivering any supplies by an act of omission of the Board of Education, the Contractor shall be allowed the number of days or parts thereof he was so delayed, all of which shall be determined and in writing by the Board and shall be binding upon the Contractor. No claim for damages or delays shall be made by or allowed to the Contractor for such delays. When delivery is delayed due to causes beyond the control of the Contractor, including, but not restricted to, acts of God or of the public enemy, acts of the government, war, acts of war, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or unusually severe weather, the Contractor shall be allowed the number of days or parts thereof he was so delayed provided that he notifies the Board within twenty four (24) hours in writing of the causes of the delay. The Board shall ascertain and determine the facts and extent of delay, whose determination shall be binding upon the Contractor. Should such delays inconvenience the Board by creating an emergency and thus necessitating the purchase elsewhere of the supplies involved, the Board, shall have the right to purchase the goods or services on the open market without liability to the Contractor and to the extent such purchases are made, the Contractor will be relieved of the necessity of furnishing such quantities. The Board may accept or refuse an extension of time to the Contractor. INSPECTION, RECHARGING AND REPAIR OF FIRE SUPPRESSION AND HOOD EXHAUST SYSTEMS

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BID SERIAL B2254 4.34.

SUSPENSION OF DELIVERIES

The Board reserves the right of suspending the delivery of the supplies or any part thereof, if it is deemed in the best interest of the Board to do so, without compensation to the contractor for such suspension other than extending the time for completing the deliveries as much as they may have been, in the opinion of the Board, delayed by such suspension. 4.35.

TIME CONSTRAINTS

Time is of the essence in delivering all items contained on purchase orders issued pursuant to this contract. Contractors are advised not to bid on this bid unless they are able to perform the contract in strict accordance with the specified allowable time for delivery. Failure to perform as specified may result in an administrative determination that a company is in default on its obligation and shall be deemed an irresponsible bidder thereby precluding it from bidding on future bids for the New York City Board of Education. 4.36.

REMOVAL OF RUBBISH

When delivering furniture or equipment requiring installation or assembly, all dirt, rubbish and accumulation of whatever character, including empty cartons, etc., resulting from deliveries under this contract shall be promptly removed from the premises by the Contractor, leaving all parts of the building clean thereof, and broom clean at all times. Removal of such rubbish must be made within twenty-four (24) hours after delivery. In removing dirt, etc., or conveying materials in or out of the premises, the floors must be protected by planks and all damages must be made good. In case of any dispute as to removal of rubbish or refusal by Contractor to remove same when so directed, the Board, shall, at any time, order such dirt or rubbish removed by other parties and shall instruct that payment be withheld in a sum of one hundred dollars ($100.00), or the cost of such removal (whichever is greater) from the amount of this contract. This provision applies even if the delivery is made by common carrier. 4.37.

POST AWARD SUBSTITUTIONS

If an awarded item is no longer available from the manufacturer, or the Brand and/or Model Number or any part of the description is changed during the terms of this contract, the following procedures are to be followed: 1) Written documentation evidencing the manufacturer’s discontinuance of production or change of Model Number or description of the awarded item must be submitted together with the revised specifications stating changes and/or samples with original and new list price to the Board. 2) When the substitute item has been determined by the Board to be of equivalent quality and durability and of equal or lower price to the originally awarded item, such determination(s) by the Board, shall be final, binding and conclusive upon the Contractor. All requests for substitutions must be submitted in writing to the Board, as soon as the Contractor is notified by the manufacturer. No substitute items are to be delivered until permission is granted, in writing, by the Board. If a substitute item is delivered without prior written approval, liquidated damages as well as inspection and re-inspection charges shall be imposed. 4.38.

INSPECTION OF DELIVERED GOODS

The work and materials required to be performed and furnished by the Contractor shall be under the direction and supervision of the Board. Inspectors are to reject and refuse acceptance of any part of any work, if the same does not comply in kind, with specifications, quality, size, number, weight, or in time or place of delivery. Inspector will reject any of the work or materials found to be improperly performed or furnished under any work INSPECTION, RECHARGING AND REPAIR OF FIRE SUPPRESSION AND HOOD EXHAUST SYSTEMS

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BID SERIAL B2254 order, and direct same to be taken down and removed and other proper work and materials provided in place thereof at the expense of the Contractor. Where Board Inspectors refuse acceptance of work and/or items, for the reason that same does not comply with the said specifications, the Contractor agrees to be assessed the sum of five hundred dollars ($500) as liquidated damages, for each re-inspection to determine that the rejected goods have been replaced with conforming work or items. This is in addition to and not in lieu of any procedures which may lead a vendor to be declared irresponsible and/or defaulted by the Board of Education liquidated damages for delays that appear in the paragraph captioned “Liquidated Damages”. 4.39.

ADMINISTRATIVE COSTS OF THE BOARD OF EDUCATION

In each instance where the Board of Education must take corrective action due to the failure of the vendor to perform in accordance with the contract, the Board will assess two hundred fifty dollars ($250) payable by the vendor as liquidated damages to cover administrative costs of the Board. Such infractions include but are not limited to incorrect invoicing, unapproved substitution of product, failure to notify the Division of Contracts and Purchasing of discontinuation of product or each instance in which the NYCBOE suspends or revokes approval for the Contractor to use an employee, agent or subcontractor in the performance of this Agreement due to unsatisfactory performance and/or conduct. The Comptroller of the City shall and may deduct and retain the amount of said administrative fee out of moneys, which may become due under this agreement or any other agreement between the Contractor and the Board or City. The remedy provided for in this provision is in addition to any other remedies legally available to the Board under the contract or applicable law. 4.40.

DEFAULT OF CONTRACT

The Board of Education shall have the right to declare the contractor in default of this contract if the contractor: -

violates any of the terms or conditions of this agreement;

-

fails to provide and deliver the supplies and/or services, or any part thereof, ordered pursuant to this agreement, or fails to provide same in accordance within the time schedule(s) set forth;

-

transfers or assigns this Agreement without the written consent of the Board of Education;

-

executes this Agreement in bad faith;

-

submits false or misleading documents to the Board in order to induce the award of this Agreement;

-

accepts orders from schools, offices, units, bureaus, divisions etc., of the Board of Education for items not stipulated in this Agreement or any other current written Agreement with the Board;

-

distributes sales or marketing literature to schools, offices, units, bureaus, divisions, etc., of the Board of Education without the written consent of the Board;

-

delivers supplies pursuant to this Agreement which are packaged other than as specified in this Agreement;

-

submits any invoice for payment for any item which has not been delivered;

-

delivers items found to be damaged, used or otherwise defective or deficient and fails to substitute conforming items within five (5) business days of notice of the problem;

-

becomes insolvent or makes an assignment for the benefit of creditors pursuant to the statutes of the State of New York;

-

is in arrears to the New York City Public School System, City or State of New York and/or Federal Government for taxes;

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BID SERIAL B2254 -

has not obtained and maintained the insurance policies specified in this Agreement;

Upon a finding of default by the Board of Education, the Contractor may be barred from doing business with the Board of Education for a period of up to four (4) years and listed in the New York City Comptroller’s VENDEX system of default contractors. 4.41.

SALES AND MARKETING LITERATURE

The successful bidder, upon Award of Contract, may choose to produce literature for distribution at his own expense to schools and offices for promotional purposes. The bidder may be required, however, to provide and maintain a website for informational purposes only, containing FAMIS number, detailed specifications, item descriptions and clear pictures of all items awarded. All such literature and website material must be limited to the items awarded and must not misrepresent or mislead in any way. Before distribution or posting, the literature must be forwarded to the appropriate Procurement Analyst at the Division of Contracts and Purchasing for review and approval. Failure to comply with the above may result in the denial of payments and the bidder may also be declared an “Irresponsible Bidder” and found in default of contract. 4.42.

PRICE CERTIFICATION CLAUSE (REVISED 11/13/78)

The bidder certifies that the prices, warranties, conditions, benefits and terms quoted herein are at least equal or more favorable to the Board of Education of the City School District of the City of New York than the prices, warranties, conditions, benefits and terms currently quoted by the bidder to any customers for the same or a substantially similar quantity and type of item(s) or services as described herein. This certification shall not apply to prices, warranties, conditions, benefits and terms under contracts in effect between the bidder and other customers at the date of submission of the bid within, except as provided herein. If the contractor is of the opinion that an apparently more favorable price, warranty, benefit, condition, and term quoted, offered or provided to a customer is not more favorable treatment, the contractor shall immediately notify the Board of Education in writing setting forth in detail the reasons why the contractor believes the apparently more favorable treatment is not in fact more favorable treatment. The Board, after consideration of the written explanation may, in its sole discretion, decline to accept the explanation and there upon the terms will be at least equal to or more favorable to the Board of Education of the City of New York than the prices, warranties, conditions, benefits and terms offered by the contractor to any customer for the same or substantially similar quantity and type of item(s) and/or services as of the effective date of the revision. The contractor hereby authorizes the inspection, review and copying of contracts and documents that pertain or relate to the performance of this clause of the contract. Failure to provide the notice(s) required by the Price Certification Clause shall be deemed a material violation of this contract by the Contractor. The contractor shall be obligated to keep the contracts and documents referred to in the above paragraph during the effective period(s) of this contract and for a period of three years after the final payment of this contract.

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BID SERIAL B2254 4.43.

MATERIAL SAFETY DATA SHEETS (MSDS)

As part of this contract, if any item contains toxic materials, the bidder must submit two (2) fully completed copies of the Material Safety Data Sheet (MSDS) for each of the items being bid. NO AWARD WILL BE MADE WITHOUT THIS INFORMATION. The bidder will be required to include the vendors name, bid serial number as well as the item number on each Material Safety Data Sheet submitted. Failure to include this information may result in the rejection of the bid. Upon award and issuance of an order, the contracted vendor is required to include the Material Safety Data Sheet with all chemical based products or components to each delivery location. Special attention is called to the paragraph entitled “labeling” for requirements on each individual package, if applicable. When any ingredient is changed in a product, a new MSDS must be sent to: Office of School Food Janice Zapinsky 44-36 Vernon Boulevard, 6th Floor Long Island City, NY 11101 All materials which the successful bidder will provide under purchase resulting from this solicitation must meet the minimum standard by NOSH and OSHA. If the Contractor is of the opinion that the items requested herein are inconsistent with these standards, the bidder will inform the Board in writing. 4.44.

NEW YORK STATE “RIGHT TO KNOW” LAW

The “Right to Know” Law makes it mandatory for any manufacturer, importer, producer or formulator of any toxic substance shipped or transported or sold for any use within the state to provide the following information when requested. a) The name or names of the toxic substances including the generic or chemical name; b) The trade name of the chemical(s) and any other commonly used name; c) The level at which exposure is determined to be hazardous; d) The acute and chronic effects of the exposure at hazardous levels; e) The symptoms of such effects; f)

The potential for flammability, explosion and re-activity of such substance;

g) The appropriate emergency treatment; h) The proper condition for safe use and exposure to such toxic materials; and i) 4.45.

The procedures for cleanup for leaks and spills of such toxic substances.

PATENT RIGHT: COPYRIGHT

The Contractor shall be responsible for any claims made against the Board or the City for any infringement of patent rights or copyright arising from the sale, supply, or use of any patented or copyrighted supplies or equipment furnished or supplied under this contract. The Contractor shall defend, save harmless and indemnify the Board and/or the City for all costs, expenses and damages, including attorney’s fees, which the Board or the City may be obligated to pay, or may otherwise suffer, by reason of any infringement of patent or copyrights resulting from such sale, delivery or use of said supplies or equipment.

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BID SERIAL B2254 4.46.

CODE OF ETHICS

In accordance with policy adopted by the Board of Education, any contract, agreement or order issued as a result of this bid is authorized subject to the provisions of the Administrative Code and the City Charter relating to a Code of Ethics and to the policies of the Board of Education relating to conflicts of interest. In the event that the Contractor is, employs, retains, or engages the services of any employee of the Board of Education in violation of the provisions of the Administrative Code or the City Charter relating to a Code of Ethics or of the policies of the Board relating to conflicts of interest, the Contractor shall have no claim in law and/or equity under the agreement nor shall the Contractor have any claim in law and/or equity against the Board of Education or any Board of Education agent, servant or employee. 4.47.

NO DISCRIMINATION

It is agreed between the parties hereto as follows: As required by New York State Labor Law No. 220-E: 1) That in the hiring of employees for the performances of work under this contract or any subcontract thereunder, neither the Contractor, Subcontractor, nor any person acting on behalf of such Contractor or Subcontractor, shall by reason of race, color, age, sex, national origin, handicap, martial status, religious or political beliefs or affiliations, or sexual orientation discriminate against any citizen of the State of New York who is qualified and available to perform the work to which the employment relates; 2) That neither the Contractor, Subcontractor, nor any person on his behalf shall, in any manner, discriminate against or intimidate any employee hired for the performance of work under this contract on account of race, color, age, sex, national origin, handicap, marital status, religious or political beliefs or affiliations or sexual orientation; 3) That there may be deducted from the amount payable to the Contractor by the City under this contract a penalty for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of this contract will apply; 4) That this contract may be canceled or terminated by the City and all moneys due or to become due thereunder may be forfeited for a second or any subsequent violation of the terms or conditions of this section of the contract and; 5) The aforesaid provisions of the 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. 4.48.

COMPLIANCE WITH LAWS

In connection with the performance of this Agreement, the Contractor shall comply with all applicable laws, rules and regulations. The parties hereto agree that every provision of law required to be inserted herein be deemed a part hereof. It is further agreed that if any such provision is not inserted or is incorrectly inserted, through mistake or otherwise, this Agreement shall be deemed amended so as to comply strictly with the law. 4.49.

FORUM PROVISION CHOICE OF LAW, CONSENT TO JURISDICTION AND VENUE

The Contract shall be deemed to be executed in the City of New York, State of New York, regardless of the domicile of the Contractor, and shall be governed by and construed in accordance with the laws of the State of New York. The parties agree that any and all claims asserted by or against the City arising under this Contract or related thereto shall be heard and determined either in the courts of the United States located in New York City Federal Courts or in the courts of the State of New York (New York State Courts) located in the City and County of New York. To effect this agreement and intent, the Contractor agrees: a) If the City initiates any action against the Contractor in Federal Court or in New York State Court, service of process may be made on the Contractor either in person, wherever such Contractor may be found, or by INSPECTION, RECHARGING AND REPAIR OF FIRE SUPPRESSION AND HOOD EXHAUST SYSTEMS

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BID SERIAL B2254 certified mail addressed to the Contractor at its address as set forth in this Contract, or to such other address as the Contractor may provide to the City in writing; and b) With respect to any action between the City and the Contractor in New York State Court, the Contractor hereby expressly waives and relinquishes any rights it might otherwise have (i) to move to dismiss on grounds of forum non convenient, (ii) to remove to Federal Court; and (iii) to move for a change of venue to a New York State Court outside New York County. c) With respect to any action between the City and the Contractor in Federal Court located in New York City, the Contractor expressly waives and relinquishes any right it may otherwise have to move to transfer the action to a United States Court outside the City of New York. d) If the Contractor commences any action against the City in a court located other than in the City and State of New York, upon request of the City, the Contractor shall either consent to a transfer of the action to a court of competent jurisdiction located in the City and State of New York or, if the court where the action is initially brought will not or cannot transfer the action, the Contractor shall consent to dismiss such action without prejudice and may thereafter re-institute the action in a court of competent jurisdiction in New York City. If any provision(s) of this Article is held unenforceable for any reason, each and all other provision(s) shall nevertheless remain in full force and effect. 4.50.

WRITTEN AGREEMENT

The written agreement contains all the terms and conditions agreed upon by the parties hereto, and no other agreement, oral or otherwise, regarding the subject matter of this agreement shall be deemed to exist or to bind any of the parties hereto, or to vary any of the terms contained herein. For example, no arrangements, oral or written, may be made with an individual at the delivery site. 4.51.

ANTI-TRUST CLAUSES

The Contractor hereby assigns, sells and transfers to the City of New York, all right, title and interest in and to any claims and causes of action arising under the antitrust laws of New York State or of the United States relating to the particular goods or services purchased or procured by the City under this contract. 4.52.

SET-OFF RIGHTS

The Board shall have all of its common law, equitable and statutory rights of set-off. These shall include, but not be limited to, the Board’s option to withhold for the purposes of set-off any moneys due and owing to the Board with regard to this Agreement, any other agreement with the Board, including any agreement for a term commencing prior to the term of this Agreement, plus any amounts due and owing to the Board for any other reason. The Board shall exercise its set-off rights in accordance with normal Board practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the Board, its representatives, or State or City Comptroller.

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BID SERIAL B2254 4.53.

PARTICIPATION IN AN INTERNATIONAL BOYCOTT

a) The Contractor agrees that neither the Contractor 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 1969, as amended, or of the regulations of the United States Board of Commerce promulgated thereunder. b) Under the final determination by the Commerce Board or any other agency of the United States as to, conviction of the Contractor or a substantially-owned affiliated company thereof, participation in an international boycott in violation of the provisions of the Export Administration Act of 1969, as amended, or of the regulations promulgated thereunder, the Comptroller may, at his or her option, render forfeit and void this contract. c) The Contractor shall comply, in all respects, with the provisions of Section §6 - 114 of the Administrative Code of the City of New York and the rules and regulation issued by the Comptroller thereunder. 4.54. 1.1

INVESTIGATIONS The Bidders as well as the parties to this agreement agree to cooperate fully in any investigation, audit or inquiry conducted by a State of New York or City of New York governmental agency or authority that is empowered directly or by designation to compel the attendance of witnesses, to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted bid, contract, lease, permit or license that is the subject of the transaction, investigation, audit or inquiry.

1.2 a)

If any person who has been advised that his or her statement, and any information from such statement, will not be used against him or her in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any public authority thereof, or the Port Authority of New York and New Jersey, or any local development corporation within the City, or any public benefit corporation organized under the laws of the State of New York, or;

b) If any person refuses to testify for a reason other than the assertion of his or her privilege against self incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof or any local development corporation within the City, then; 1.3 a)

The commissioner or agency head whose agency is a party in interest to the transaction, submitted Bid, submitted bid, contract, lease, permit or license shall convene a hearing, upon not less than five (5) days written notice to the parties involved to determine if any penalties should attach for the failure of a person to testify.

b) If any non-governmental party to the hearing requests an adjournment, the commissioner or agency head who convened the hearing may, upon granting the adjournment, suspend any contract, lease, permit or license pending the final determination pursuant to paragraph 1.5 below without the City incurring any penalty or damages for delay or otherwise. 1.4

The penalties which may be attached after a final determination by the commissioner or agency head may include but shall not exceed:

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BID SERIAL B2254 a) The disqualification for a period not to exceed five (5) years from the date of an adverse determination for any person, or any entity of which person was a member at the time testimony was sought, from submitting bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City; and/or b) The cancellation or termination of any and all such existing City contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this agreement, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the notice scheduling the hearing, without the City incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals or fees accrued prior to the cancellation or termination shall be paid by the City. 1.5

The commissioner or agency head shall consider and address in reaching his or her determination and in assessing an appropriate penalty the factors in paragraphs (a) and (b) below. He or she may also consider, if relevant and appropriate, the criteria established in paragraphs (c) and (d) below in addition to any other information which may be relevant and appropriate; a) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete accounts and records, and the forthcoming testimony is sought. b) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. c) The nexus of the testimony sought to the subject entity and its contracts, lease, permits or licenses with the City. d) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under 1.4 above, provided that the party or entity has given actual notice to the commissioner or agency head upon the acquisition of the interest, or at the hearing called for in 1.3 (a) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity.

1.6 a)

The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right,

b) The term “person” as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, Director, officer, principal or employee. c) The term “entity” as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases or permits from or through the City or otherwise transacts business with the City. d) The term “member” as used herein shall be defined as any person associated with another person or entity as a partner, Director, officer, principal or employee. 1.7

In addition to and notwithstanding any other provision of this agreement the commissioner or agency head may in his or her sole discretion terminate this agreement upon not less than three (3) day written notice in the event Contractor fails to promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money, goods requests for future employment of the City or other person, firm, corporation or entity for any purpose which may be related to the procurement or obtaining of this agreement by the Contractor, or affecting the performance of this contract.

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BID SERIAL B2254 4.55.

FEDERAL REGULATIONS

In every instance where the specifications for an item cannot be fully conformed with due to an order of the federal government, the bidder will quote the order or regulation preventing the bidder from fully conforming with the specifications, and may quote on an article which complies as nearly to printed specifications for the item, as is permitted under such federal regulations. In all such instances the bidder shall indicate and describe exactly the manner and extent of the variation between the article which they propose to furnish and the specifications for the item. In instances where, at the time of bidding, the successful bidder in good faith believed that performance would be completed within the time stated on the bid, but subsequent to the opening of bids a new or amended Federal Regulation prevents them from performing within such time, the Board may grant an extension of time which may be necessary. The Contractor agrees that they will comply with all of the applicable provisions of The State Labor Law. 4.56.

GOVERNMENT REGULATIONS

In all instances where a contract has been entered into and full compliance with the specifications of an item under contract subsequently become impossible due to government regulations, the Contractor shall notify the Board, of such fact and shall indicate and describe exactly the manner and extent of the variation between the article which they propose to furnish and the specifications for the item. If the claim of the Contractor is deemed well founded by the Board, he/she may authorize and accept delivery of an article, the specifications of which shall be as near alike to the specifications of the item contracted for, as may be permitted by such regulations; if, in their opinion, the proposed delivery be of lesser value, they may agree on condition that the price be revised to the extent of the difference in value. 4.57.

NO ESTOPPEL

Neither the Board nor the City, nor any Board or officer thereof, shall be precluded or estopped by any return or certificate made or given by the officer, inspector, agent or appointee of the Board of the City, under any provision of this agreement from any time (either before or after the final completion and acceptance of the work or supplies and payment therefore, pursuant to any such return or certificate) showing the true and correct amount and character of the work done and supplies furnished by the Contractor, or any other person under this agreement, or from showing at any time that any such return or certificate is untrue or incorrect, or improperly made in any particular, or that the work or supplies or any part thereof do not in fact conform to the specifications: and neither the Board nor the City shall be precluded or estopped notwithstanding any such return or certificate and payment in accordance therewith, from demanding and recovering from the Contractor such damages as it may sustain by reason of their failure to comply with the specifications. 4.58.

COMPETENT WORKMEN

The Contractor shall employ only competent workmen, in performing this contract and if notified in writing that, in the opinion of the Board, any employee of the Contractor is incompetent they shall forthwith replace the employee and shall not again employ such person in the performance of this contract. 4.59.

GIFTS AND GRATUITIES

The Contractor shall not give any gift or thing of value, whether in the form of services, loan promise, or in any other form, to any officer, employee, or person whose salary is payable in whole or in part from the City Treasury. Any violation of this section, at the option of the Board, shall terminate and render forfeit and void the contract and work herein and, in such event the Contractor shall be liable for the additional cost to the Board for completion of the contract here: and the Board shall have the right to assess damages against the Contractor for that amount over and above the contract price which the Board is required to expend in connection with the termination, re-letting and completion of the contract: and the Board may further regard any violation of this section as sufficient ground to preclude the Contractor from qualifying or pre-qualifying as a responsible bidder on subsequent Board of Education contracts.

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BID SERIAL B2254 4.60.

MACBRIDE PRINCIPLES PROVISIONS FOR BOARD OF EDUCATION CONTRACTORS

ARTICLE I - MACBRIDE PRINCIPLES PART A In accordance with section 6-115.1 of the Administrative Code of the City of New York, the Contractor stipulates that such Contractor and any individual or legal entity in which the Contractor holds a ten percent or greater ownership interest in the contract either (a) have no business operations in Northern Ireland, or (b) shall take lawful steps in good faith to conduct any business operations they have in Northern Ireland in accordance with the MacBride Principles, and shall permit independent monitoring of their compliance with such principles. PART B For purposes of this section, the following terms shall have the following meanings: 1."MacBride Principles" shall mean those principles relating to nondiscrimination in employment and freedom of workplace opportunity which require employers doing business in Northern Ireland to: 1) increase the representation of individuals from underrepresented religious groups in the work force, including managerial, supervisory, administrative, clerical and technical jobs; 2) take steps to promote adequate security for the protection of employees from underrepresented religious groups both at the workplace and while traveling to and from work; 3) ban provocative religious or political emblems from the workplace; 4) publicly advertise all job openings and make special recruitment efforts to attract applicants from underrepresented religious groups; 5) establish layoff, recall and termination procedures which do not in practice favor a particular religious group; 6) abolish all job reservations, apprenticeship restrictions and different employment criteria which discriminate on the basis of religion; 7) develop training programs that will prepare substantial numbers of current employees from underrepresented religious groups for skilled jobs, including the expansion of existing programs and the creation of new programs to train, upgrade and improve the skills of workers from underrepresented religious groups; 8) establish procedures to assess, identify and actively recruit employees from underrepresented religious groups with potential for further advancement; and 9) Appoint a senior management staff member to oversee affirmative action efforts and develop a timetable to ensure their full implementation.

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BID SERIAL B2254 ARTICLE II - ENFORCEMENT OF ARTICLE I The Contractor agrees that the covenants and representations in Article I above are material conditions to this contract. In the event the contracting entity receives information that the Contractor who made the stipulation required by this section is in violation thereof, the contracting entity shall review such information and give the Contractor an opportunity to respond. If the contracting entity finds that a violation has occurred, the entity shall have the right to declare the Contractor in default and/or terminate this contract for cause and procure the supplies, services or work from another source in any manner the entity deems proper. In the event of such termination, the Contractor shall pay to the entity, or the entity in its sole discretion may withhold from any amounts otherwise payable to the Contractor, the difference between the contract price for the uncompleted portion of this contract and the cost to the contracting entity of completing performance of this contract either itself or by engaging another contractor or contractors. In the case of a requirements contract, the Contractor shall be liable for such difference in price for the entire amount of supplies required by the contracting entity for the uncompleted term of its contract. In the case of a construction contract, the contracting entity shall also have the right to hold the Contractor in partial or total default in accordance with the default provisions of this contract, and/or may seek debarment or suspension of the Contractor. The rights and remedies of the entity hereunder shall be in addition to, and not in lieu of, any rights and remedies the entity has pursuant to this contract or by operation of law. 4.61.

LOCAL LAW 121

Local Law 121 requires City agencies to request that responses to competitive solicitations be printed doublesided on recycled paper. Bidders should provide all information required in the format below. 

The bid should be printed on both sides of 8 ½” X 11” paper.



The NYCDOE requests that all bids be submitted on paper having at least 30% post-consumer material content, i.e., the minimum recovered fiber content level for reprographic papers recommended by the United States Environmental Protection Agency (for any changes to that standard please consult http://www.epa.gov/cpg/products/printing.htm).



Pages should be paginated.

Failure to comply with any of these instructions will not be considered non-responsive. Is the response printed on recycled paper containing the minimum percentage of recovered fiber content as requested by NYCDOE in the instructions to this solicitation? Yes

____

No

____

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BID SERIAL B2254 4.62.

DISPUTE RESOLUTION

A. In the event the Contractor and the Board are unable to resolve their differences concerning a determination by the Board, the Contractor may initiate a dispute in accordance with the procedure set forth in this Dispute Resolution Section. Exhaustion of these dispute resolution procedures shall be a precondition to any lawsuit permitted hereunder. B. The parties to this Agreement authorize the Disputes Resolution Officer (“DRO”) selected by the Executive Director of the Division of Contracts and Purchasing to decide all questions of any nature whatsoever arising out of, under or in connection with, or in any way related to or on account of, this Agreement (including claims in the nature of breach of contract or fraud or misrepresentation before or subsequent to contract award) and the DRO’s decision shall be conclusive, final and binding on the parties. The DRO’s decision may be based on such assistance as he or she may find desirable, including the advice of experts. The effect of the DRO’s decision shall not be impaired or waived by any negotiations or settlement offers in connection therewith, or by any prior decision of others, which prior decisions shall be deemed subject to review, or by any termination or cancellation of this Agreement. All such disputes shall be submitted in writing by either party to the DRO, together with all evidence and other pertinent information with regard to such questions, in order that a fair and impartial decision may be made. The DRO shall render his or her decision in writing and deliver a copy of same to the parties within forty-five (45) days of the conclusion of submission of all materials and information, or such longer time as may be agreed to by the parties. In an unusually complex case, the DRO may render his or her decision in a longer period of time, not to exceed ninety (90) days or such longer time as may be agreed to by the parties, and shall so advise the parties at the commencement of this period. Failure to make such determination within the time required by this section shall be deemed a non-determination without prejudice. The DRO’S decision shall be deemed a final agency action. C. The DRO may formally decline to hear the Contractor’s dispute; in such instance, the Board’s Contract Manager’s decision shall be deemed final agency action. D. During such time as any dispute is being presented, heard, and considered pursuant to this Section, the terms of this Agreement shall remain in full force and effect and the Contractor shall continue to provide Services in accordance with this Agreement. Failure of the Contractor to continue to provide Services shall constitute a material breach of contract. E. If the Contractor protests the determination of the DRO, or of the Contract Manager if such determination is deemed the final agency action, the Contractor may commence a lawsuit in Supreme Court, New York County under Article 78 of the New York Civil Practice Law and Rules. Such review by the Court shall be limited to the question of whether or not the DRO's decision or the decision of the Contract Manager, as applicable, was made in violation of lawful procedure, was affected by an error of law, or was arbitrary and capricious or an abuse of discretion. No evidence or information shall be introduced or relied upon in such an action or proceeding that has not been presented to the DRO or the Contract Manager, as applicable, prior to the making of his or her decision. 4.63.

DUTY TO REPORT

The Contractor represents and warrants that neither it nor any of its directors, officers, partners, employees and/or Affiliates, has any interest nor shall any of them acquire any interest, directly or indirectly, which would or may conflict in any manner or degree with the performance or rendering of the services provided under this Agreement. The Contractor further represents and warrants that, in the performance of this Agreement, no person having such interest or possible interest shall be employed or otherwise engaged by it. The Contractor and its employees, agents and Subcontractors must report to the Office of the Special Commissioner of Investigation for the New York City School District (herein expressed as “SCI”), 80 Maiden Lane, 20th Floor, New York, NY 10038, (212) 510-1500, (877) 888-8355, any such interest or possible interest. The Contractor and its workforce must also report to SCI any criminal activity of which they have knowledge concerning the execution or the performance of this Agreement. The Contractor must inform, in writing, each workforce member of his/her duty to report. INSPECTION, RECHARGING AND REPAIR OF FIRE SUPPRESSION AND HOOD EXHAUST SYSTEMS

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BID SERIAL B2254 4.64.

IRAN DIVESTMENT ACT

The Iran Divestment Act of 2012, effective as of April 12, 2012, is codified at State Finance Law (“SFL”) §165-a and General Municipal Law (“GML”) §103-g.

The Iran Divestment Act, with certain exceptions, prohibits

municipalities, including the City, from entering into contracts with persons engaged in investment activities in the energy sector of Iran. Pursuant to the terms set forth in SFL §165-a and GML §103-g, a person engages in investment activities in the energy sector of Iran if: (a) the person provides goods or services of twenty million dollars or more in the energy sector of Iran, including a person that provides oil or liquefied natural gas tankers, or products used to construct or maintain pipelines used to transport oil or liquefied natural gas, for the energy sector of Iran; or

(b) The person is a financial institution that extends twenty million dollars or more in credit to another person, for forty-five days or more, if that person will use the credit to provide goods or services in the energy sector in Iran and is identified on a list created pursuant to paragraph (b) of subdivision three of Section 165-a of the State Finance Law and maintained by the Commissioner of the Office of General Services.

A bid or proposal shall not be considered for award nor shall any award be made where the bidder or proposer fails to submit a signed and verified bidder’s certification. Each bidder or proposer must certify that it is not on the list of entities engaged in investment activities in Iran created pursuant to paragraph (b) of subdivision 3 of Section 165-a of the State Finance Law.

In any case

where the bidder or proposer cannot certify that they are not on such list, the bidder or proposer shall so state and shall furnish with the bid or proposal a signed statement which sets forth in detail the reasons why such statement cannot be made.

The City of New York may award a bid to a bidder who cannot make the

certification on a case by case basis if: (1)

The investment activities in Iran were made before the effective date of

this section (i.e., April 12, 2012), the investment activities in Iran have not been expanded or renewed after the effective date of this section and the person has adopted, publicized and is implementing a formal plan to cease the investment activities in Iran and to refrain from engaging in any new investments in Iran: or

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BID SERIAL B2254 (2)

The City makes a determination that the goods or services are necessary

for the City to perform its functions and that, absent such an exemption, the City would be unable to obtain the goods or services for which the contract is offered. Such determination shall be made in writing and shall be a public document.

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BID SERIAL B2254 4.65

BIDDER’S CERTIFICATION OF COMPLIANCE WITH IRAN DIVESTMENT ACT

Pursuant to General Municipal Law §103-g, which generally prohibits the City from entering into contracts with persons engaged in investment activities in the energy sector of Iran, the bidder/proposer submits the following certification: [Please Check One] BIDDER’S CERTIFICATION By submission of this bid or proposal, each bidder/proposer and each person signing on behalf of any bidder/proposer certifies, and in the case of a joint bid each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief, that each bidder/proposer is not on the list created pursuant to paragraph (b) of subdivision 3 of Section 165-a of the State Finance Law.

I am unable to certify that my name and the name of the bidder/proposer does not appear on the list created pursuant to paragraph (b) of subdivision 3 of Section 165-a of the State Finance Law. I have attached a signed statement setting forth in detail why I cannot so certify. Dated:

_________, New York ______ , 20 __

SIGNATURE

PRINTED NAME

TITLE Sworn to before me this day of , 20

Notary Public Dated:

INSPECTION, RECHARGING AND REPAIR OF FIRE SUPPRESSION AND HOOD EXHAUST SYSTEMS

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BID SERIAL B2254 4.66

CERTIFICATION BY BROKER:

Bidders must include, with their bid, a completed version of the attached certification (Certification by Broker doc).

NO TEXT

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BID SERIAL B2254 CERTIFICATION BY BROKER

The undersigned insurance broker represents to the New York City Department of Education and The City of New York that the attached Certificate of Insurance, dated ________, concerning, insurance policy number _____________________, is accurate in all material respects, and that the described insurance is effective as of the date of this Certification.

_____________________________________________ [Name of broker (Print)] ____________________________________________ [Address of broker (Print)] _____________________________________________ [Signature of authorized official or broker)] _____________________________________________ [Name and title of authorized official (Print)]

___________________ Date

Sworn to before me this ___ day of ____________, 20__

___________________________ NOTARY PUBLIC

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SERIAL NO. B2254

DATE:

CONTRACT FOR FURNISHING AND DELIVERING INSPECTION, RECHARGING AND REPAIR OF FIRE SUPPRESSION AND HOOD EXHAUST SYSTEMS

BETWEEN THE NEW YORK CITY DEPARTMENT OF EDUCATION AND ___________________________________________________________ CONTRACTOR

AMOUNT OF CONTRACT $ SPECIAL SCHOOL FUND JULY 1, 200 CODE NO.______________

- JUNE 30, 200 $ ___________________

CONTRACT AWARDED ______________________________________________ APPROVED AS TO FORM CERTIFICATION AS TO LEGAL AUTHORITY _________________________________ ACTING CORPORATION COUNSEL