DCN # 2239 REQUEST FOR PROPOSALS TO PROVIDE AE/MEP

DCN # 2239

REQUEST FOR PROPOSALS

TO PROVIDE

AE/MEP and PROFESSIONAL SERVICES required for Local Law 11

FOR

THE NEW YORK CITY HEALTH AND HOSPITALS

INTRODUCTION

The purpose of this RFP is to select at least seven (7) Architectural/Engineering (AE) and at least five (5)

Mechanical/Electrical/Plumbing (MEP), and at least five (5) Local Law 11(LL11) firms to provide professional architectural,

engineering and construction-related services on an as needed basis for any H+H facility for a term of one (1) year with two (2) one

(1) year options to renew, exercisable solely at the discretion of the Corporation.

The Professional Consultant companies will be selected based on a thorough analysis of each proposer’s ability to provide the

Corporation with high quality AE/MEP/LL11 Professional services. The Corporation will only contract with firms that do not

discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability,

marital status, sexual orientation or citizenship status with respect to all employment decisions. The Corporation encourages

proposals from women-owned and minority-owned businesses, which can provide the Corporation with the high quality AE/MEP

Professional services.

Proposers must meet the following minimum qualifications:

1. Firm must have a minimum of FIVE (5) YEARS of healthcare facility A/E, MEP or LL11 professional

experience. This shall include large and small health care facility work.

2. Professional staff must be licensed in New York State.

The ultimate decision for selecting a firm shall be made by the Evaluation Committee using the criteria included in this RFP to

determine the ability of the firm to provide the services requested.

Any questions regarding this RFP should be addressed to the following Contact Person:

Denise Lyman

Director, Engineering and Support Services

NYC Health & Hospitals Corporation

55 Water Street, 25

Floor New York, NY 10041

Tele: (212) 442-3731, Denise.Lyman@NYCHHC.org

All technical questions must be submitted in writing. Proposals must be received no later than 4:00 P.M. on the date listed in

SECTION II - RFP TIMETABLE at the address listed above. Late or unsealed proposals shall not be accepted or considered.

TABLE OF CONTENTS

SECTION I: BACKGROUND/PURPOSE OF THE RFP

SECTION II: RFP TIMETABLE

SECTION III: SCOPE OF SERVICES/SCOPE OF WORK

SECTION IV: PROPOSAL PROCEDURES AND REQUIREMENTS

A. PROPOSAL PACKAGE REQUIREMENTS

1. Cover Letter

2. Title Page

3. Executive Summary

4. Table of Contents

5. Firm’s Background and Organization

6. Technical Proposal

7. Fee Proposal

8. Acknowledgment of Addenda, if any

9. Exceptions to Terms and Conditions Specified in the RFP and Attachment “B,” General Contract

Provisions

10. Confidential/Proprietary Information

B. PROPOSAL EVALUATION PROCEDURES

1. Minimum Qualification Requirements

2. Evaluation Committee

3. Evaluation Criteria

SECTION V: CONTRACT AND PAYMENT

A. Term of Contract

B. Contract Provisions

C. Payment

SECTION VI: GENERAL INFORMATION

A. Status of Information

B. Communication

C. Proposer Inquiries

D. Addenda to the RFP

E. Modified Proposals

F. Withdrawal of Proposals

G. Late Proposals, Late Modifications and Late Withdrawals

H. Prime Consultant Responsibility

I. Costs Incurred By Proposers

J. Oral Presentations and Interviews

K. Discussions/Negotiations

L. Proposer Acceptance of RFP and Contract Provisions

M. Contract Award

N. Equal Employment Opportunity Requirements and Minority/Women Business Enterprise Participation

for this RFP

O. Background Checks for Contractor’s Employees; Agents; and Independent Contractors

P. Doing Business Accountability Project (DBAP)

ATTACHMENT B: Confirmation of Attendance at Pre-bid Conference

ATTACHMENT C: Schedule “C” - All-Inclusive-Hourly Rates

ATTACHMENT D: General Contract Provisions

SECTION I - BACKGROUND/PURPOSE OF THE RFP

The New York City Health and Hospitals (H+H) is a $6.7 billion integrated healthcare delivery system with its own 420,000 member

health plan, MetroPlus, and is the largest municipal healthcare organization in the country. H+H serves 1.4 million New Yorkers every

year and more than 475,000 are uninsured. H+H provides medical, mental health and substance abuse services through its 11 acute

care hospitals, four skilled nursing facilities, six large diagnostic and treatment centers and more than 70 community based clinics.

H+H Health and Home Care also provides in-home services for New Yorkers. H+H was the 2008 recipient of the National Quality

Forum and The Joint Commission's John M. Eisenberg Award for Innovation in Patient Safety and Quality.

The Corporation is seeking to enter into an agreement for a period of one year, with two (2), one-year renewal options exercisable

solely at the discretion of the Corporation, with at least seven (7) Architectural/Engineering (AE) and at least five (5)

Mechanical/Electrical/Plumbing (MEP), and at least five (5) firms qualified to perform LL11 inspections with demonstrated expertise

and extensive experience in healthcare design to provide services, on an as-needed basis, at H+H facilities throughout the five

boroughs of New York City.

At least seven (7) Architectural/Engineering (AE) and at least five (5) Mechanical/Electrical/Plumbing (MEP) firms selected through

this RFP and five (5) Local Law 11 inspection firms selected through another RFP will be issued similar contracts, each up to the

same $15,000,000 cap. However, that dollar cap is also the approved amount for the payment of ALL the vendors (i.e., the “Total

Authorized Amount”). The Corporation will use work orders to authorize all services under the proposed agreements. The Total

Authorized Amount will be diminished by the value of each work order as it is issued. The amount available for Work Orders for all

vendors during the term of the contracts is the difference between Total Authorized Amount and the cumulative value of issued work

orders, including expenses.

SECTION II - RFP TIMETABLE

•Release Date of the RFP September 15, 2016

Copies of the RFP will be available, between 9:00 A.M. and 4:00 P.M., beginning September 15, 2016from:

Clifton McLaughlin

Program Contract Services - Projects

NYC Health & Hospitals Corporation

55 Water Street, 25

Floor

New York, NY 10041

212-442-3658

•Proposal Due Date: September 30, 2016

at or before 4:00 P.M.

•Sealed proposals are to be delivered to the address above:

LATE OR UNSEALED PROPOSALS WILL NOT BE ACCEPTED

•Pre-proposal Conference Date: September 23, 2016

A Pre-Proposal conference has been scheduled for 11:30 A.M. on September 23, 2016 at 55 Water Street, 25

Floor, Conference

Room TBD. This conference is mandatory. If you do plan to attend; please submit Attachment “B”.

•Projected Contractor selection date: November 2016

•Projected Contract start date: January 2017

SECTION III - SCOPE OF SERVICES/SCOPE OF WORK

On an as needed basis, the Corporation will require the services of at least seven (7) Architectural/Engineering (AE) and at least five

(5) Mechanical/Electrical/Plumbing (MEP) firms and at least five (5) firms qualified to perform LL11 inspections. It is not possible to

predict the exact number or scope of individual AE/MEP projects or the cost of each project at this time. Specific services will be

authorized by individual work orders. The Work Order (WO) fee will be based on a negotiated proposal by the consultant either as a

lump sum Estimated Design Fee or a mutually agreed upon not-to-exceed (NTE) estimated number of hours necessary to

complete the scope of work applying the hourly rates submitted by the consultant in their proposal.

SPECIFIC REQUIREMENTS

The services of the Consultant shall be performed under the general direction of the President and shall consist of all necessary and

usual AE/MEP Services required to provide independent cost estimates for new construction and change orders at various HHC

facilities. This shall include but not be limited to:

1. Design and planning services including, feasibility studies, facility master plans; and preparation of construction documents

for new construction as well as alteration work, on an as needed basis at various HHC facilities throughout the five boroughs

of New York City.

2. Construction phase services.

SECTION IV - PROPOSAL PROCEDURES AND REQUIREMENTS

A. PROPOSAL PACKAGE

The proposal package shall contain, in this order, the following elements:

1. Cover Letter: The proposer shall submit a cover letter transmitting its Proposal Package to the

Office of Facilities Development. This letter shall clearly indicate:

i) The RFP title,

AE/MEP/LL11 Services.

ii) Name, address, tax ID and phone number of the proposing firm and the authorized representative, including

their name, title and contact information.

iii) Total number of employees.

The Cover Letter shall be signed and dated by an individual authorized to enter into a contract with the Corporation on

behalf of the proposer, and shall acknowledge receipt of all addenda, if applicable.

2 Title Page: The title page should include the proposal title and DCN #2239

3. Executive Summary: The 1-2 page summary should encapsulate the plan of action.

4. Table of Contents: The table of contents should facilitate locating all key points in the proposal.

5. Firm Background and Experience: A brief history of the proposer, including a description of the company’s experience

in the last five or more years, any relevant licenses.

A. Provide a description of a minimum of six comparable non- HHC projects indicating

dollar value, date of project completion and the names, addresses and phone numbers

of contacts.

B. Provide an organization chart of the firm; include the names, background, education and

experience of all principals. Indicate number, and specialty of all technical employees in

your firm.

C. Indicate the number and value of active projects now being handled by your firm.

D. Indicate if the firm has a Premier Agreement. The Corporation currently, through its membership in the Greater

New York Hospital Association (GNYHA), has access to national group purchasing programs and contracts for

various services through Premier Purchasing Partners. As a Premier member it is entitled to pricing and terms

consistent with vendors Premier Agreement.

6. Technical Proposal: Complete plan of operation and implementation for the services addressed in the submitted

proposal. The Technical Proposal is a narrative that addresses the Scope of Work described in Section III. The

technical proposal should include the following, as necessary:

A. Identification of key personnel responsible for the contract, and those who will fulfill the contract.

B. Provide resumes of all personnel proposed for this work and copies of licenses.

C. Indicate whether you will employ any firms as sub-consultants for certain portions of this work. If so, identify the

firm(s) you are considering.

D. Indicate the amount of time required to mobilize when so requested

7. Fee Proposal: The cost proposal shall list the hourly rate and multiplier to be applied for each professional discipline

and fees for various testing procedures for the base year and each of the optional two years. Complete

Attachment ”C.”

A. Acknowledgment of any Addenda: Proposer shall acknowledge in the transmittal letter the number of addenda

issued.

B. Exceptions to the Terms and Conditions Specified in the RFP and Attachment “D,” General Contract Provisions:

Exceptions to the RFP and General Contract Provisions set forth in Attachment” D” should be stated in this

section.

C. Doing Business Data Form. Form must be accurate and complete. These can be downloaded at:

http://www.nyc.gov/html/hhc/downloads/pdf/dbdf.pdf Enclose in a separate envelope.

B. PROPOSAL PACKAGE SUBMISSION REQUIREMENTS

1. Proposal Packages are due on or before the date and time at the location prescribed in SECTION II - RFP

TIMETABLE.

2. Proposers shall deliver:

 One (1) paper original of the complete proposal.

 Five (5) hard copies of the complete proposal

 And, one (1) CD with the complete proposal in electronic format (a single PDF file). Please see Attachment A

for the required items.

Do not submit proposals in hard cover 3 ring binders.

 One (1) original DBAP Data Form (do not include in PDF file) in a separate envelope.

3. Proposers are advised that they should try to limit the size of their proposal.

4. The outer envelope, which must be sealed, enclosing any materials submitted in response to this RFP shall be

addressed as follows:

FROM: Proposer Name/Address

TO: NYC Health & Hospitals Corporation

Attention: Denise Lyman

Director, Engineering and Support Services

55 Water Street, 25

Floor

New York, NY 10041

DCN # 2239

RFP TITLE: AE/MEP/LL11 Services

1. Proposals are due on or before the date noted in SECTION II - RFP TIMETABLE at or before 4:00 P.M. Proposals that

are late or unsealed will not be considered.

2. Proposers shall be responsible for informing any commercial delivery service, if used, of all delivery requirements and for

ensuring that the information required in item "4", above, appears on the outer envelope used by such service.

6. Attachment A: Proposal Package Checklist, which itemizes each component/ document that is to be submitted as part of the

Proposal Package, has been attached for the proposers' convenience and should not be included in the package.

C. PROPOSAL EVALUATION PROCEDURES

1. Evaluation Committee

a. The Evaluation Committee shall be comprised of a minimum of five (5) persons qualified to evaluate the components of

this solicitation. The Evaluation Committee shall evaluate and rate all proposals meeting the Minimum Qualification

Requirements. All proposals will be evaluated in accordance with the criteria described in Section IV(C)(3) below.

b. The Evaluation Committee will make a determination to: 1) award a contract based on initial proposals from all or a

"short list" of proposers; or 2) conduct discussions/negotiations with all or a "short list" of proposers.

c. The Evaluation Committee may require proposers to give oral or visual presentations in support of their proposals or to

exhibit or otherwise demonstrate the information contained therein.

If it is in the best interest of the Corporation, the Evaluation Committee reserves the right to waive or modify any

mistakes in proposals that are deemed by the Evaluation Committee to be not material.

e. A contract shall be awarded to the highest rated proposers based on the evaluation factors set forth in the RFP subject

to the Corporation’s right to reject all proposals.

2. Minimum Qualification Requirements (Pass/Fail): The Evaluation Committee shall evaluate all proposals received on or

before the Proposal Due Date and Time and at the location specified in the RFP to determine whether the proposers meet

the Minimum Qualification Requirements as set forth below. The proposal must be responsive to all the material

requirements of the RFP including, but not limited to, submission of the following:

 The Firm must have a minimum of FIVE (5) YEARS of satisfactory AE/MEP/LL11 services in healthcare facilities

and hospitals

 Licensed professionals must hold NY State licenses in their discipline.

3. Evaluation Criteria: The Committee will then evaluate and rate the proposals of qualified firms on their technical merits by

applying the Evaluation Criteria listed below. Criteria are listed in descending order of importance:

o Proposed Approach and Methodology:

 Understanding HHC’s needs

 Understanding project requirements

 Management Plan

o Appropriateness and Quality of Firm’s Experience

 Organization, Resources

 Prior municipal or hospital experience

 Quality of Client References

 Past Performance

o Qualifications of Proposed Staff

 Background and experience of project team

 Adequacy/appropriateness of staffing

o Cost proposal

SECTION V - CONTRACT AND PAYMENT

A. TERM OF CONTRACT: The term of the contract shall be for a one-year period (with two, one year renewal options exclusive to

the Corporation). At the expiration of the contract, the firm shall continue its services on pending matters at the rates and terms

specified in the contract.

B. CONTRACT PROVISIONS: The contract to be entered into between the selected proposer and the Corporation shall contain

negotiated provisions based on the specific requirements set forth in this RFP and the selected firm’s proposal, as well as the

General Contract Provisions set forth in Attachment “B.”

C. PAYMENT: The selected firm shall be paid on a monthly basis pursuant to the terms specified in the work order. Payment

requisitions must have relevant time sheets for professional staff and will be reviewed and approved by the using Network/Facility

prior to submission to the contract manager for payment.

SECTION VI - GENERAL INFORMATION

A. STATUS OF INFORMATION

1. The Corporation shall not be bound by any oral or written information released prior to the issuance of the RFP.

2. The Corporation shall not be bound by any oral or written representations, statements or explanations other than those

made 1) in this RFP, or 2) in formal written addenda issued to this RFP.

B. COMMUNICATION WITH THE CORPORATION

Proposers are advised that from the date this RFP is issued until the award of the contract no contact with other Corporation

personnel related to this solicitation is permitted, except as shall be authorized by Clifton McLaughlin, who has been designated as

the contact person.

C. PROPOSER INQUIRIES

1. All inquiries regarding this solicitation shall be addressed to the contact person named in this proposal. All technical

questions should be sent in writing to the contact person.

2. Proposers are advised that there will be a Pre-proposal Conference held at the time, date and location in SECTION II -

RFP TIMETABLE.

3. The contact person may orally respond to inquiries of a non-substantive nature, but shall respond to all substantive

inquiries, including sending addenda, in writing. The contact person shall determine, in his or her sole discretion, when

inquiries are substantive.

4. Proposers are advised that HHC cannot ensure a response to inquiries received later than ten (10) calendar days prior

to the Proposal Due Date.

D. ADDENDA TO THE RFP

1. The Corporation shall issue responses to inquiries related to substantive issues and any other

corrections or amendments to the RFP it deems necessary prior to the Proposal Due Date in the form

of written addenda.

2. It is the proposer's responsibility to assure receipt of all addenda. The proposer should verify with the

designated contact person prior to submitting a proposal that all addenda have been received, and

shall acknowledge in the transmittal letter the number of addenda issued.

E. MODIFIED PROPOSALS

1. A proposer may submit a modified proposal to replace all or any portion of a previously submitted

proposal up until the Proposal Due Date and Time.

2. The Evaluation Committee shall consider only the latest timely version of the proposal.

F. WITHDRAWAL OF PROPOSALS

1. A proposal may be withdrawn in writing only prior to the Proposal Due Date and Time.

2. Prices shall be irrevocable until contract award, unless the proposal is withdrawn. A proposer may request withdrawal of

its proposal in writing prior to contract award but no sooner than 30 days from proposal receipt date.

G. LATE PROPOSALS, LATE MODIFICATIONS AND LATE WITHDRAWALS

1. Proposals received after the Proposal Due Date and Time are late and shall not be considered.

2. Modifications and Withdrawals received after the Proposal Due Date and Time are late and shall not

be considered.

H. PRIME CONSULTANT RESPONSIBILITIES

In the event that the proposal includes services provided by other firms, it shall be mandatory for the prime consultant (that is, the

successful proposer) to assume full responsibilities for such services offered in the proposal. The prime consultant must identify any

sub-consultants they may intend to use. The Corporation shall consider the prime consultant to be the sole contact with regard to all

provisions of the proposal including payment of all charges resulting from the negotiated contract.

I. COSTS INCURRED BY PROPOSERS

The Corporation shall not be liable for any costs incurred by proposers in the preparation of proposals or during any contract

negotiations for any work performed in connection therewith.

J. ORAL PRESENTATIONS AND INTERVIEWS

The Corporation may require proposers to give oral presentations in support of their proposals or to exhibit or otherwise demonstrate

the information contained therein.

K. DISCUSSIONS/NEGOTIATIONS

The Corporation reserves the right to award a contract on the basis of initial offers received, without discussions. Therefore, each

initial offer should contain the proposer’s best terms from a programmatic and cost standpoint.

L. PROPOSER ACCEPTANCE OF RFP AND CONTRACT PROVISIONS

1. Submission of a proposal signifies to the Corporation the proposer’s intention to compete for the award of a

contract to provide AE/MEP/LL11 services and that the proposer understands and accepts that the terms and

conditions as specified in this RFP, and the General Contract Provisions, as specified in Attachment C, shall

become part of the final contact.

2. Proposers shall specifically include in their RFP response a section titled “Exceptions to Terms and Conditions Specified

in the RFP and Attachment ”D”, General Contract Provisions, in which the company shall explicitly indicate all terms and

conditions specified in the RFP and in Attachment “D ”, General Contract Provisions to which the company takes

exception. This section shall be listed in the Table of Contents.

M. CONTRACT AWARD

1. The Corporation reserves the right to award a contract to a firm other than the proposer offering the lowest overall cost.

2. The contract resulting from this solicitation shall be awarded to the highest-rated responsible proposer based on the

evaluation factors set forth in the RFP. The award of a contract does not commit the Corporation to use the equipment or

services of the selected firms.

3. Any proposed contract award shall be subject to all required oversight approvals.

4. Contract award shall be subject to the following conditions, where applicable:

o MacBride Principles;

o Approval of completed VENDEX Questionnaires;

o Approval of completed Supply and Services Employment Report;

o Compliance with New York State Executive Law, Article 15-A;

o The Corporation’s Contract Review Committee, the firm's execution of the contract, and approval by the

Corporation's President.

o Submission of accurate and complete Doing Business Data Forms

N. EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS AND MINORITY/WOMEN BUSINESS ENTERPRISE

PARTICIPATION FOR THIS RFP

1. In accordance with the New York State Executive Law, Article 15-A, Section 310, service contracts awarded with fees in

excess of twenty-five thousand dollars ($25,000) must comply with the Minority Business Enterprise (MBE) and

Women’s Business Enterprise (WBE) program. The firm is required to utilize New York State-certified MBEs and WBEs

as subcontractors to complete the work under this contract. The Corporation has established goals of M/WBE

participation for this contract, as follows: MBE 20% and WBE 10%. The firm is encouraged to exceed these goals, but is

required to meet the above referenced percentage goals for participation of M/WBE firms.

2. Failure to satisfy this requirement may require administrative action by the Corporation. Requests for waiver of this

requirement, in part or whole, prior to or during the contracted period, must be made to the President through the

Director of Affirmative Action/Equal Employment Opportunity during solicitation or prior to submission of the final

payment requisition. Requests for waiver must satisfy the requirements of New York State Executive Law, Article 15-A,

5 NYCRR Section 143.7 (“Waivers”) and Section 143.8 (“Good Faith Efforts”).

3. Should the request for waiver be denied, the requesting firm may seek an administrative hearing within seven (7)

calendar days of receipt of denial.

4. The successful proposer is required to complete the Supply and Service Employment Report (HHC Form 978-R Sep. 96)

and return it to the requesting party within the specified time. Failure to supply this form will result in the proposer being declared

non-responsive. Copies of this form are available on request.

O. RFP POSTPONEMENT/CANCELLATION

The Corporation reserves the right to postpone or cancel this RFP and to reject all proposals.

O. BACKGROUND CHECKS FOR CONTRACTOR’S EMPLOYEES; AGENTS; AND INDEPENDENT CONTRACTORS

Unless waived by the Corporation in writing, prior to assigning any employee, agent or independent contractor to perform services on-

site at a Corporation health care facility or administrative office, the Contractor shall conduct a criminal history background check on

such person covering the three years prior to such proposed assignment. Such record check must include, for New York State

residents, a search of the NYS Office of Court Administration’s records for all 62 New York State counties, and, in addition, a search

of the records of any other state in which the person resided in the last three (3) years. The Corporation may require the Contractor to

perform a more extensive background check on direct service providers working with mentally ill, elderly or minor patients or in certain

other special situations.

P. RFP POSTPONEMENT/CANCELLATION

The Corporation reserves the right to postpone or cancel this RFP and to reject all proposals.

(end of text)

ATTACHMENT “A”

PROPOSAL PACKAGE CHECKLIST

I. Sealed Envelope (addressed as set forth on page 7 of the RFP) containing:

1. One (1) hard set of originals

2. Five (5) sets of hard copies

3. One (1) CD in PDF Format – in a single PDF file of the Proposal Package that include each of the following

documents:

a) Proposal Cover Letter

b) Title Page

c) Executive Summary

d) Table of Contents

e) Narrative

f) Technical Proposal

g) Acknowledgment of Addenda, if any

h) Exceptions to Terms and Conditions Specified in the RFP and Attachment ”D”, General Contract Provisions

i) Fee Proposal (Attachments ”C” completed)

II. Sealed Envelope (addressed as set forth on page 7 of the RFP) containing:

 One (1) original DBAP Data Form (do not include in PDF file)

Form is available on the HHC Web site:

http://www.nyc.gov/html/hhc/html/contracting/contracting.shtml

III. Outer Sealed Envelope (Addressed as set forth below).

The outer sealed envelope shall be addressed as follows below:

FROM: Proposer Name/Address

TO: NYC Health & Hospitals Corporation

Attention: Denise Lyman

Director, Engineering and Support Services

55 Water Street, 25

Floor

New York, NY 10041

DOC CONTROL #2239

RFP TITLE: AE/MEP/LL11 Services

LATE OR UNSEALED PROPOSALS WILL NOT BE CONSIDERED

ATTACHMENT “B”

CONFIRMATION OF ATTENDANCE AT PRE-PROPOSAL CONFERENCE

This will confirm my attendance at the AE/MEP/LL11 Pre-Proposal Conference to be held at 11:30 A.M. on September 23,

2016, at 55 Water Street, 25

Floor, Conference Room TBD. Please note that attendance is mandatory.

NAME OF FIRM

ADDRESS

NAME OF CONTACT PERSON

TELEPHONE NUMBER

FAX NUMBER:

NAME(S) OF ATTENDEE(S)

This form should be emailed to:

Denise.Lyman@NYCHHC.org,

Michael.Ball@nychhc.org, and

Clifton.McLaughli[email protected].

AE/MEP

Contract between

NEW YORK CITY

HEALTH AND HOSPITALS

CORPORATION

and

_______________________________________

______________________________________

_____________________

DATE

Term: _______________________

Expiration Date: ____________

Renewal: Yes ______ No _____

Amended: __________________

AE/MEP

Revised: June 20, 2016

Agreement made as of this day of 201 , (this “Agreement”) by and between the New York City Health

and Hospitals Corporation (the "Corporation"), a public benefit corporation created under the laws of the State of New York,

having its principal place of business at 125 Worth Street, New York, New York 10013, and

___________________________________ the “Consultant”), a _____________ organized under the laws of

__________________ with its principal place of business at _______________________________________________.

W I T N E S S E T H:

WHEREAS, the Corporation conducted a competitive selection process for consulting services, using a request for

proposals, (the “Solicitation”) and, as a result of the Corporation's evaluation process, determined that the Consultant's

proposal best meets the requirements of the Solicitation and would be most advantageous to the Corporation and;

WHEREAS, the Consultant wishes to enter into an agreement with the Corporation to provide such services and

the Corporation has taken all necessary company actions to authorize it to retain the Consultant to perform such services.

NOW THEREFORE, the parties agree as follows:

ARTICLE 1

TERM OF AGREEMENT

1.1 TERM

This Agreement, when fully signed and delivered, shall be effective as of the date first above written, and shall continue in

effect until , (the “Initial Term”) unless it is earlier terminated as provided herein. The Corporation, at its

sole option and discretion, may renew this Agreement for an additional one or two successive one-year term(s). The

Corporation shall notify the Consultant in writing of its intention to renew this Agreement at least 30 days prior to the

expiration of the Initial Term or any renewal term.

ARTICLE 2

SCOPE OF SERVICES

2.1 SERVICES

The Consultant is to provide to the Corporation the services described in Exhibits “A” and “B” as defined below (the

“Services”).

2.2 EXHIBITS INCORPORATED

The Consultant's services shall meet the requirements outlined in the Solicitation issued by the Corporation dated

___________ ("Exhibit A”) and shall perform in accordance with the Consultant’s proposal, entitled

“_______________________________________,” dated ________________ ("Exhibit B”) and Schedule C – All Inclusive

Hourly rates by staff title. (Exhibits A and B and Schedules C are attached hereto and made a part of this Agreement.) To

the extent that Exhibit A or Exhibit B is inconsistent with Articles 1 through 9 of this Agreement, then, such Articles shall

control. In the event that Exhibit A is inconsistent with Exhibit B, Exhibit A shall control over Exhibit B.

2.3 SERVICES AND DELIVERABLES

The Services shall be at all times subject to the direction and control of the Corporation. The scope of work encompasses all

tasks set forth in this Agreement and the Consultant’s Proposal. The Consultant is to provide to the Corporation services

including, but not limited to, the following:

Pre-design services, surveys, studies and reports shall include surveys and analysis of existing

conditions, program development and other services as required. Design and construction phase

services shall include all usual professional activities delineated in the appendices as required for

the preparation of construction contract and/or other documents and the construction of the Project

in accordance with the requirements of the Corporation. The consultant is required to copy the

Corporation on all correspondence related to the projects.

For Full Scope See - APPENDIX “A” - SCOPE OF SERVICES and APPENDIX “B” SPECIFIC SERVICES

No tasks shall be undertaken by the Consultant without the prior written approval of the Corporation’s designated project

manager. This is a Requirements Contract and Work Orders identifying the project and defining the scope will be issued to

the Consultant on an as needed basis during the contract period. These will identify the project and define the scope of

services:

a) The sole authority to issue a Work order for these contracts is vested in the Assistant Vice President, Office of

Facilities Development, unless otherwise delegated in writing.

b) Work Orders under this contract may be issued at any time during the period of this contract. Actual

performance of the work may extend beyond the contract period.

c) On as-needed basis, Work Orders may be issued to perform the services required for a particular project.

d) Upon receipt of such Work Order, the Consultant shall promptly contact the project manager (PM). Each

work/purchase order will indicate the PM designated for that project.

e) No services shall be performed under this contract until a written Work Order is issued defining the scope of

work and a not-to-exceed lump sum fee or not-to-exceed fee based on the mutually agreed hours of work. The

Work Order shall specify the start date and the completion date. The Consultant is cautioned that payment will

not be made for any work performed that is not authorized by the responsible party in an official Work Order.

f) Consultant shall provide the Assistant Vice President, Office of Facilities Development with a copy of each and

every Work Order received; and provide a monthly status report of all open and completed work orders in a

format approved by NYCH+H. These shall be delivered to:

NYCH+H, Office of Facilities Development

55 Water Street, 25

Floor

New York, NY 10041

g) Each Work Order shall reference the contract number and shall identify the facility for which the work is

required; the project scope of work; time-card upset and/or lump-sum fees and required time for performance.

The completion dates may be extended if the PM determines that incurred delays were beyond the control of

the Consultant.

2.3.1 DEFINITIONS

a) The "Contract" or “Agreement” shall mean this Agreement and all attachments thereto. In the event that any of

the terms and conditions in the Agreement is inconsistent with the terms of any of the attachments or exhibits

therewith, the terms and conditions of the specific requirements attached shall have precedence.

b) The "Corporation" shall mean the New York City Health and Hospitals Corporation, a public benefit corporation

having its principal place of business at 125 Worth Street, New York, New York 10013.

c) The "President" shall mean the President of the New York City Health and Hospitals Corporation, his or her

successors or duly authorized representatives, empowered to act on behalf of the Corporation with regard to

this Contract.

d) The "Project" shall mean the scope of work included in a work order.

e) The “Assistant Vice President, Office of Facilities Development” means a person who is the Corporation’s

representative and authorized to enter into, administer and/or terminate this Agreement.

f) The “Office of Facilities Development”, is an H+H manager who works closely with the facility employees,

including Facility Representatives.

g) The “Project Manager (PM)”, is an H+H employee, assigned as the authorized representative of the

Corporation, designated specifically by, and authorized to act on behalf of, the Corporation in the administration

of contracts with respect to resolution of issues that may arise between Consultant and the Corporation in

connection with such matters as the acceptability of workmanship and compliance with technical requirements.

The PM shall serve as the Corporation’s contact person and liaison between the Corporation and Consultant

for purposes of this Agreement. The Project Manager or his or her designee shall accept or reject any services

or deliverables on behalf of the Corporation. The Project Manager shall coordinate and oversee the provision of

the services and the results of Consultant’s performance and provide only technical direction if needed. The

Project Manager shall not interfere with Consultant’s exercise of his/her/its professional judgment.

h) The “Work Order” shall mean an authorization to the Consultant issued by the Assistant Vice President, Office

of Facilities Development for projects financed from the capital funds of the Corporation or by the Facility

Assistant Vice President or delegated party to perform services for projects financed from the operating funds

of the Network.

i) The "Hospital" shall mean the Corporation facility identified and the location described in the Work Order.

2.3.2 Extensions as of Right. The Consultant shall be entitled to an extension of time for the performance of the

Services to the extent caused: (1) by the acts or omissions of the Corporation, its officers, agents or employees; or

(2) by supervening conditions beyond the control of the Consultant such as acts of God or the public enemy,

excessive inclement weather, war or other national emergency making performance temporarily impossible or

illegal or strikes or labor disputes not brought about by any act or omission of the Consultant; provided, however,

that the Consultant gives a contemporaneous notice to the Corporation setting forth in detail the nature of each

alleged cause of delay, the date upon which each such cause of delay began and ended and the number of days of

delay attributable to each such cause. Upon such notice, the Consultant shall be entitled to an extension of time for

the performance of the Services equal to one day for each day of delay.

2.3.3 Discretionary Extensions. Upon request by the Consultant, the Corporation may, in its discretion, grant such

extensions of time as it determines to be appropriate. Any such discretionary extension of time must be granted in

writing to be effective.

2.4 STAFFING

The principal staff of the Consultant carrying out its responsibilities under this Agreement shall be as listed in Schedule C –

All-Inclusive-Hourly Rates. No substitution of personnel shall be made by the Consultant without the prior written consent

of the Corporation. Before any such substitution is permitted hereunder, the Consultant shall submit to the Corporation a

written justification supported by the qualifications of any proposed replacement. The description of qualifications shall

include a current resume of academic training and professional experience, salary history and the names, addresses and

telephone numbers of references who are familiar with recent performance of the individual and such other information as

the Corporation may reasonably require.

2.5 DRAWINGS and TECHNICAL DOCUMENTS

All drawings and technical documents of any nature, and copies thereof, prepared as part of the services herein shall be the

property of the Corporation, shall be treated as confidential and shall be delivered to the Corporation on request and in all

events upon completion of services.

ARTICLE 3

COMPENSATION FOR SERVICES

3.1 FEES

The Corporation shall pay, and the Consultant agrees to accept for the complete and satisfactory performance of all

services required to be performed pursuant to this Agreement, including all expenses reimbursable under Section 3.4, an

amount that shall not exceed $15,000,000. Said fee is only a maximum amount and does not represent a commitment or

guarantee on the part of the Corporation to pay such amount unless it has been determined to be allowable by application of

criteria established herein. The actual service fee shall be determined for each subsequently issued work order.

Multiple vendors in several disciplines are being issued similar contracts for this work, each up to the same $15 M cap.

However, that dollar cap is also the approved amount for the payment of ALL of the vendors (i.e., the "Total Authorized

Amount"). The Corporation will use work orders to authorize all services under each agreement. The Total Authorized

Amount will be diminished by the value of each work order as it is issued.

A work order shall stipulate either a lump sum fee or a not to exceed (NTE) fee based on the agreed number of personnel

hours at established hourly rates for various categories of personnel as listed in Schedule “C.” All-inclusive hourly rates per

title are set forth in the Schedule “C”, attached and incorporated in this Contract.

3.2 CALCULATION OF COMPENSATION

3.2.1 Work Order The Consultant's compensation for the performance of the Services is established as follows:

3.2.1.1 Time Card Basis: Payment for tasks of indeterminate scope shall be on a not-to-exceed (NTE) fee based

on the agreed number of personnel hours at established hourly rates for various categories of personnel as listed in

Schedule “C.” Fees per title are set forth in Schedule “C” – All Inclusive Hourly Rates. If less time should be

required than has been estimated, the total fee for the Services will be based on the actual time spent performing

services. If more time should be required for the Services, the maximum (NTE) fee for the Work Order shall

nevertheless apply.

3.2.1.2 Lump Sum Fee: shall be negotiated based on the NYCHHC Design Fee Curve Section 5.1.9 of

APPENDIX “A” Scope of Work – Technical Requirements. The Estimated Construction Cost shall be the estimated

construction cost at the conclusion of Design Development. The Payment shall be in accordance with Section 5 of

APPENDIX “A” Scope of Work – Technical Requirements.

3.2.1.3 Reimbursables: an allowance for reimbursables will be established as described in Section 5.3.

3.2.2 Hourly Rates. Will be used to calculate fees for work performed on a time card basis, in accordance with

Schedule “C” – All Inclusive Hourly Rates for required professional personnel. The firm is to provide a staffing plan of

individuals who are available to perform the contract work and are identified in the approved Staffing Plan. The

Consultant shall submit for approval the method of monitoring time worked.

3.2.2.1 Limitations: Payments for services on a Time Card Basis are subject to the limitations set forth below.

(a) Staffing Plan: Each work order must have an approved staffing plan and specify the designated individuals

for the performance of specific tasks and an All-Inclusive Hourly Rate for each specified individual.

Notwithstanding the title or salary include on the staffing plan, the consultant shall assure the corporation that

all personnel assigned to the project are qualified and able to perform the work required to complete the

project.

(b) Principals: The Consultant shall not be entitled to payment for a principal’s time performing oversight or

management duties. This prohibition on payment for a principal’s time shall not apply if the following criteria

are met:

(1) the Consultant has been directed to perform services on a Time Card basis,

(2) the principal is qualified to perform services in accordance with one of the titles set forth in Exhibit C,

and

(3) the principal is included in the approved Staffing Plan for such title.

3.2.2.2 All Inclusive Hourly Rates: An All-Inclusive Hourly Rate for each Assigned Employee is set forth in the

Staffing Plan. Such All-Inclusive Hourly Rate shall be the rate set forth in Schedule C for the title for which the

Assigned Employee meets the minimum requirements. Such All-Inclusive Hourly Rate shall apply to all regular

business hours during which an Assigned Employee performs services on a Time Card basis. No increase in

such rate shall be provided for services performed during non-regular business hours.

(a) All-Inclusive (a) Hourly Rates shall be deemed to include the items set forth below.

(1) All expenses incurred by the Consultant and/or its Sub-consultant(s) in the performance of all required

services for the Project on a Time Card basis

(2) All expenses related to management and oversight, including, without limitation, any time spent by

principals performing such duties

(3) All expenses related to overhead, including insurance, and any anticipated profit

(4) All expenses related to providing the non-reimbursable items and/or services set forth in Article 3.

(b) Non-billable hours shall be defined as any hours set forth on time sheets completed by the Assigned

Employee which have been allocated to any category or function other than services performed

hereunder. Non-billable hours shall include without limitation: (1) any hours the Assigned Employee spent

commuting or traveling; (2) any hours during which the Assigned Employee performed services for any

other project; (3) any hours the Assigned Employee spent performing services for the Project for which the

Consultant is not entitled to compensation, (4) compensated absence time, including without limitation

vacation time, sick time, personal time and holidays; and (5) performance of administrative tasks, or (6)

any other time keeping category consistent with standard accounting practices.

Employee perform services during non-regular business hours. Non-regular business hours shall be

defined as any hours in excess of eight (8) hours per day, Monday through Friday (i.e., evenings,

weekends and holidays).

3.3 PAYMENT FOR ADDITIONAL WORK

The Consultant shall be paid additional compensation for work constituting extra work at the rates included in Schedule “C”;

such costs shall be subject to an upset limitation.

In lieu of the method of payment specified above, the Project Manager and the Consultant may agree upon a lump sum to be

paid to the Consultant for such additional services.

3.4 SUBMISSION OF MONTHLY INVOICES

The payment shall be in accordance with SCHEDULE “A” - SCOPE OF SERVICES. The Consultant will submit monthly

invoices to the Corporation for payment for the Services rendered in the preceding month, in accordance with the

Consultant's rates for each category of personnel and for time actually spent rendering the Services in accordance with

Section 3.2.1 and/or for the deliverables completed during the preceding month based on the provisions of Section 3.2.2.

Each invoice shall be based upon work performed by the Consultant to the date of such invoice and/or the deliverables

completed. Accompanying each invoice shall be sufficient detail to allow the Corporation to verify the adequacy, accuracy

and reasonableness of the charges. Such detail shall include, but not be limited to, the period of time related to such

invoice, the Services performed, the name and title of the professional, his/her hours worked and the billing rate. The

Consultant shall provide whatever additional information the Corporation reasonably deems necessary.

3.5 EXPENSES

The Corporation will reimburse the Consultant for out-of-pocket expenses and services, in an amount not to exceed the

allowance identified in the Work Order. All costs and expenses to be allocated to this allowance must be authorized in

writing by the Project Manager prior to their encumbrance by the Consultant. Reimbursable Services shall be provided

through entities approved by the President. The Consultant shall utilize the method of procurement of Reimbursable

Services as directed by the PM. If so directed, the Consultant shall conduct a competitive bid and/or proposal process for

the specified Reimbursable Service. In general, such competitive process will be required if the cost of the specified

Reimbursable Service exceeds $5,000. The Consultant shall utilize one of the following forms of payment s: (a) lump sum;

(b) unit price, or (c) actual payment as directed by the PM. Reimbursable Services may have a 5% markup.

The Consultant will arrange for the most cost-effective means of local and out-of-town travel expenses, including meals

and lodging, in accordance with the allowances provided by this Agreement.

3.5.1 Reimbursable Expenses

Reimbursable Expenses will be paid based on a direct reimbursable basis (with no additional provisions for

overhead or fee) upon receipt of a monthly bill containing the information as set forth in paragraph 3.5.

Reimbursable expenses are only those out-of-pocket expenses directly related to providing services hereunder, as

actually, reasonably and necessarily incurred. "Reimbursable Expenses" may include the b) Printing copies of

design documents and/or reports beyond the requirements set forth in this contract, special mailings (such as

overnight delivery and messenger services), and any other out-of-pocket expenses, approved in advance by the

PM. Reimbursable Expenses shall not include travel to and from the project site, meals; and those costs

considered to be overhead such as normal mailing, local telephone and facsimile charges, in-house copying,

secretarial, clerical and typist time and the purchase of office or graphic supplies.

3.5.2 Reimbursable Services

Reimbursable Services will be paid based upon receipt of a monthly bill containing the information as set forth in

paragraph 3.7. Reimbursable expenses are only those out-of-pocket expenses directly related to providing services

hereunder, as actually, reasonably and necessarily incurred, and may include, without limitation, the services set

forth below.

(a) Conducting exploratory probes and/or tests to investigate concealed construction

(e) Filing fees and related application fees for New York City agencies

(f) Services required to file and secure approval from the NYC Department of Buildings (i.e., expediting

services)

(g) Any other services, determined by the President to be necessary for the Project

3.5.3 Non-Reimbursable Services: Throughout the Project and regardless of whether specified in any Work Order

issued hereunder, the Consultant shall be responsible for providing the non-reimbursable services set forth below. All

costs for providing such items and/or services are deemed included in payments to the Consultant, as set forth in

APPENDIX “A” –Article 5.

(a) Overnight Delivery: The Consultant shall, when requested by the President, provide overnight delivery

of the following Project documents: (a) design documents; (b) all required submittals, including without

limitation shop drawings, material samples and catalogue cuts; (c) change orders; (d) documents with

respect to payment, and (e) any other critical communications and/or documents.

(b) Transportation: The Consultant shall provide transportation for all personnel performing services,

including without limitation: (1) expenses for ordinary transportation (i.e., other than Out-of-Town-Travel,

as set forth in NYCHHC OP 10-10 – attached and hereby made part of this contract), (2) expenses for

time spent by personnel commuting or traveling, and (3) expenses for parking and tolls.

NYCHHC directs the Consultant to provide additional copies, the printing services required for such

additional copies shall be a reimbursable expense without markup.

(d) Equipment: The Consultant shall provide the items set forth below for all personnel performing

services.

i. All necessary CADD or computer usage time

ii. All necessary office supplies and/or tools

iii. Communications equipment and service, including without limitation cellular telephones.

3.6 SUBMISSION OF INVOICES

The Consultant shall submit invoices to the Corporation for payment for out-of-pocket expenses in accordance with

Section 3.4. Accompanying each invoice shall be a sufficiently detailed itemized breakdown of reimbursable expenses to

allow the Corporation to verify the adequacy and accuracy of each invoice. Such detail will include, but not be limited to, the

period of the time related to such bill, the services rendered, the places of lodging, means of travel and meals, the names of

the Consultant's employees incurring such expenses, the dates such expenses were incurred and such other information as

the Corporation shall require. The Consultant shall provide receipts for individual items over $250.00. The Corporation shall

have no obligation to reimburse expenses unless a request for reimbursement is submitted within 120 days of the date the

expense was incurred.

3.7 PAYMENT OF INVOICES

The Corporation shall make its best efforts to pay the invoices submitted in the form required by this Article within

thirty days of receipt thereof.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 PROCUREMENT OF AGREEMENT

The Consultant represents and warrants that: (a) no person, entity or selling agency has been employed or retained to

solicit or secure this Agreement upon an agreement or understanding for the payment of a commission, percentage,

brokerage fee, contingency fee or any other compensation; and (b) no payment, gift or thing of value has been made, given

or promised to obtain this or any other agreement between the parties. The Consultant makes such representations and

warranties to induce the Corporation to enter into this Agreement and the Corporation relies upon such representations and

warranties in the execution hereof.

4.2 CONFLICT OF INTEREST

The Consultant represents and warrants that: (a) neither it nor any of its directors, officers, members, partners or

employees, has any interest nor shall they acquire any interest, directly or indirectly, which would or may conflict in any

manner or degree with the performance or rendering of the services herein provided; and (b) in the performance of or the

rendering of services under this Agreement no person having such interest or possible interest shall be employed by it. To

the best of the Consultant’s knowledge after due investigation, no elected official or other officer or employee of the

Corporation or City of New York (the "City"), nor any person whose salary is payable, in whole or in part, from the City

Treasury, shall participate in any decision relating to this Agreement which affects such person's personal interest or the

interest of any corporation, partnership or association in which such person is, directly or indirectly, interested; nor shall any

such person have an interest, direct or indirect, in this Agreement or in the proceeds thereof.

4.3 NO DEFAULTS

The Consultant represents and warrants that it: (a) is not in arrears to the Corporation or the City of New York (the

“City”) upon any debt or contract, and is not a defaulter, as surety or otherwise, upon any obligation to the Corporation or the

City, and has not been declared not responsible or disqualified, by any agency of the City or State of New York 9the “State”)

nor is there any proceeding pending relating to the responsibility or qualification of the Consultant to enter into any public

contract; and (b) to the best of its knowledge after due investigation, has paid all applicable City income, excise, and other

taxes due from all years it has conducted business activities in the City.

4.4 FAIR PRACTICES

The Consultant and each person signing on behalf of the Consultant represents, warrants and certifies, under penalty

of perjury, that to the best of their knowledge and belief:

a. The prices in this Agreement have been arrived at independently without collusion, communication or

agreement, with the intent of restricting competition, as to any matter relating to such prices with any

competitor;

b. Unless otherwise required by law, the prices which have been quoted in this Agreement and on the proposal

submitted by the Consultant have not been knowingly disclosed by the Consultant prior to the opening of any

proposal, bid or other response to the Corporation’s solicitation, directly or indirectly, to any other bidder,

proposer or to any other kind of competitor; and

c. No attempt has been made or will be made by the Consultant to induce any other person, partnership,

corporation or other entity to submit or not to submit a proposal with the intent of restricting competition.

That the Consultant has (i) published price lists, rates, or tariffs covering services and goods being procured; (ii) informed

prospective customers of proposed or pending publication of new or revised price lists for such services and goods; or (iii)

has sold the same services and goods to other customers at the same prices being bid, does not constitute, without more, a

disclosure within the meaning of paragraphs (a) or (b) above.

4.5 TERMINATION FOR BREACH OF REPRESENTATIONS AND WARRANTIES

For a breach or violation of the representations or warranties set forth above in Sections 4.1, 4.2, 4.3 and 4.4, the

Corporation may terminate this Agreement upon 30 days prior notice to the Consultant, which notice shall specify the nature

of the alleged breach. If the Consultant has not cured such breach or explained the same to the satisfaction of the

Corporation within such 30 day period, then the Corporation may terminate this Agreement immediately upon notice to the

Consultant without liability to the Consultant, This remedy, if effected, shall not constitute the sole remedy afforded the

Corporation for the violation or breach of said representations and/or warranties, nor shall it constitute a waiver of the

Corporation's right to claim damages or refuse payment or to take any other action provided for by law or pursuant to this

Agreement.

4.6 LOWEST FEE

The Consultant represents and warrants that the direct fees for the Services charged to the Corporation pursuant to

this Agreement shall be the lowest fees for such services which are charged by the Consultant to any of the Consultant's

customers for like services under substantially the same circumstances. This representation and warranty includes those

customers of the Consultant who are, as of the date of this Agreement, under contract with the Consultant and under any

subsequent renewal of any such contract. Should the Corporation, at any time, determine that such representation and

warranty has been breached, then the Corporation’s payments to the Consultant hereunder shall be only at such "lowest

fees."

4.7 BACKGROUND QUESTIONNAIRES

If the Consultant was required to complete the City’s VENDEX questionnaires to qualify for this Agreement, then the

Consultant represents and warrants that (a) all questions in the appropriate Principal and Vendor Questionnaires (the

"Questionnaires") have been fully answered in accordance with the Vendor's Guide to VENDEX; (b) such information is in no

respect misleading; and (c) the Questionnaires have been duly executed and submitted to the Corporation. The Consultant

understands that the Corporation's reliance upon the completeness of the Consultant's answers and veracity of the informa-

tion stated therein are material conditions to the Corporation's execution of this Agreement. The Consultant shall submit the

appropriate Questionnaires, or if applicable, a "Certification of No Change" upon the extension or renewal of this Agreement.

The Consultant shall submit newly completed Questionnaires to the Corporation every three years. This Agreement shall be

a nullity until the Consultant submits fully completed, signed and notarized Questionnaires to the Corporation. If, for any

reason, final review of the Questionnaires and the Consultant's background by the Corporation cannot be obtained prior to

full execution of this Agreement, this Agreement shall nevertheless be and continue to be in full force and effect, subject to

the Consultant’s agreement to proceed with due diligence and speed, making its best efforts in good faith to submit to the

corporation all required questionnaires, not to exceed fourteen business days from the date of execution of this

Agreement, which shall be fully completed, signed and notarized. Upon written notice to the Consultant, the Corporation

may immediately suspend or terminate this Agreement upon written notice to the Consultant if it reasonably believes that

Consultant is not making such efforts. In addition, after receipt of information from the Corporation's Office of the Inspector

General or the City’s Department of Investigation of the kind that would typically be used as a basis for finding a Consultant

not responsible to receive a contract award, the Corporation may immediately suspend or terminate this Agreement. Such

termination notice will provide the Consultant with an opportunity to contest the accuracy of the information at a hearing

before a panel of Corporation officials, at which hearing the Consultant may be represented by counsel. In no event shall

any such termination affect the Corporation's obligation to pay for services satisfactorily performed and/or goods delivered in

accordance with the Agreement prior to termination. The Corporation will pay Consultant for any services or deliverables

satisfactorily performed or delivered, as applicable, on a quantum meruit basis, at the rates or prices set forth in the

Agreement, as applicable.

4.8 PROHIBITION ON GIFTS AND GRATUITIES

The Consultant nor any of its directors, officers, members, partners, employees or agents shall directly or indirectly give any

gift in any form, including but not limited to money, service, a loan, travel, entertainment, hospitality, thing or promise, to

members of the Corporation’s Board of Directors, Community Advisory Boards, Corporation officers, employees, or

personnel working for any Corporation hospital auxiliary or professional or academic affiliate. If the Consultant, its

employees or agents give any such gift to any such person, such act will constitute a material breach of the Agreement and

the Corporation shall have a right to terminate the Agreement upon 10 days written notice to the Consultant on that basis.

ARTICLE 5

AUDIT BY THE CORPORATION AND THE CITY

5.1 DOCUMENTATION SUBJECT TO AUDIT

All vouchers or invoices presented for payment to be made hereunder, and the books and records upon which said vouchers

or invoices are based are subject to audit by the Corporation and also by the City Comptroller (the "Comptroller") pursuant to

the powers and responsibilities conferred upon said such office by the Charter and Administrative Code of the City of New

York, as well as all orders and regulations promulgated pursuant thereto.

5.2 SUBMISSION OF DOCUMENTATION

The Consultant shall submit any and all documentation and justification in support of expenditures or fees under this

Agreement as may be required by the Corporation and the Comptroller so that they may evaluate the reasonableness of the

charges.

5.3 MAINTENANCE OF RECORDS

The Consultant shall maintain separate and accurate books and records in accordance with generally accepted accounting

standards consistently applied that sufficiently and properly reflect all direct and indirect costs expended in the performance

of this Agreement. The Consultant shall retain such documents for six (6) years after the final payment or termination of this

Agreement, whichever is later. The Consultant shall make available all such records for periodic audit and review by the

Corporation, the City, the State, the Federal Government and other persons duly authorized by the Corporation.

5.4 WITHHOLDING OF PAYMENT

If an investigation, inspection or audit is commenced, the Corporation has the right to withhold payment of any disputed

amounts, if any payment is due, until all the requirements set forth above have been satisfactorily met by the Consultant,

and, in such event, the Corporation must escalate any withheld payments that are the subject of such investigation,

inspection or audit to the Consultant’s management. While such dispute resolution is ongoing, the Corporation has the right

to withhold payment pursuant to the process, if any payment is due, in an amount equal to the payment amounts that are

subject of such dispute.

ARTICLE 6

COVENANTS OF THE CONSULTANT

6.1 CONSULTANT’S EMPLOYEES, AGENTS, AND CONSULTANTS

6.1.1 No officer, agent or employee of the Consultant, and no independent Consultant engaged by the

Consultant to perform work under this Agreement, are either employees of the Corporation or the City and none are

under contract to either the Corporation or the City. The Consultant alone is responsible for their work, direction,

compensation and personal conduct while performing pursuant to this Agreement. Neither the Corporation nor the

City shall be responsible for: (a) the acts, omissions, liabilities or obligations of the Consultant or any person, firm or

entity engaged by the Consultant; or (b) taxes of any nature.

6.1.2 Prior to assigning any employee, agent or independent Consultant to work at a Corporation site, the

Consultant shall conduct a criminal history background check (a “Background Check”) on such person covering the

three years prior to such proposed assignment. A Background Check must include, for residents of the State, a

criminal history record search of the State Office of Court Administration’s records for all 62 State counties. In

addition, the Consultant shall conduct a Background Check through the records for any other state in which the

person resided in the last three years. The Corporation may require the Consultant to perform a more extensive

Background Check on workers who will have direct contact with mentally ill or minor patients, provide nursing home

or home health care services or in certain other situations. The Consultant shall also comply with all applicable

federal, state or local statutes or regulations requiring Background Checks. After reviewing an individual’s

Background Check report, the Consultant shall provide a written, signed certification to the Corporation stating that

there is nothing in such person’s background that would render him or her unsuitable to work in a health care

setting or at a Corporation administrative office. The Consultant shall maintain the Background Check reports for

six years. The Corporation may audit the Consultant’s records to verify compliance with this Section.

6.2 LIABILITY

6.2.1 The Consultant shall be solely responsible for any physical injuries to, or death of, its officers, agents, or

employees, or any other person arising during the performance of the Services and for all damage to any property

sustained during its operations and under this Agreement resulting from any act or omission to act by the

Consultant or any of its officers, employees, agents, or independent Consultants. The Consultant shall be solely

responsible for ensuring the safety of its officers, employees, agents and independent Consultants. The Consultant

shall indemnity, defend and hold harmless the Corporation and the City from any liability, damage, cost or suit

arising out of the performance of this Agreement except to the extent that any of the same are due to the sole

negligence of the Corporation or the City.

6.2.2 If any claim is made or any action is brought against the Corporation or the City arising out of the acts or

omissions to act of an officer, employee, agent or independent Consultant of the Consultant, with regard to the

performance of this Agreement, then the Corporation shall have the right to withhold payments due to the

Consultant in a reasonable amount required to meet the Consultant’s obligations of indemnification as aforesaid but

only to the extent that such claims are not being defended by the Consultant’s insurance carrier or such insurance

carrier has not otherwise accepted responsibility for such claims.

6.3 INSURANCE

6.3.1. Insurance Requirements. The Consultant shall not commence performing services under this Agreement

unless and until all insurance required by this Article is in effect, and shall ensure continuous insurance coverage in

the manner, form, and limits required by this Article throughout the term of the Agreement.

6.3.1.1 The Consultant shall maintain, at its sole cost and expense, Commercial General Liability Insurance

covering the Consultant as Named Insured and the Corporation and City as Additional Insureds in the amount

of at least Two Million Dollars ($2,000,000) per occurrence. Such insurance shall protect the Corporation and

the Consultant from claims for property damage and/or bodily injury, including death that may arise from any of

the operations under this Agreement. Coverage under this insurance shall be at least as broad as that

provided by the most recently issued Insurance Services Office (“ISO”) Form CG 0001, and shall be

"occurrence" based rather than “claims-made.”

6.3.1.2 Such Commercial General Liability Insurance shall name the Corporation, together with its officials

and employees as an Additional Insured with coverage at least as broad as the most recently issued ISO Form

CG 20 10.

6.3.1.3 At the Corporation’s direction, if professional services are provided pursuant to this Agreement, each

of the Consultant and all sub-consultants of the Consultant providing professional services, shall maintain and

submit evidence of Professional Liability Insurance appropriate to the type(s) of such services to be provided

under this Agreement in the amount of at least Two Million Dollars ($2,000,000) per claim. The policy or

policies shall include an endorsement to cover the liability assumed by the Consultant under this Agreement

arising out of the negligent performance of professional Services or caused by an error, omission or negligent

act of the Consultant or anyone employed by the Consultant.

6.3.1.4 Claims-made policies will be accepted for Professional Liability Insurance. All such policies shall

have an extended reporting period option or automatic coverage of not less than two years. If available as an

option, the Consultant shall purchase extended reporting period coverage effective on cancellation or

termination of such insurance unless a new policy is secured with a retroactive date, including at least the last

policy year.

6.3.1.5 Valuable Papers Insurance Insuring all plans, designs, drawings specifications and documents

produced or used under this contract by the Consultant or any Subcontract design Professional, in a total

amount not less than 35% of the Original Fee. The Consultant may furnish full coverage under one policy or

may submit separate policies from his Subcontract Design Professional for the proportionate shares of said

coverage. The benefits of all Valuable Papers Insurance shall be made to extend expressly to the Corporation,

and shall continue in full force until submission of the 100% completed final construction drawings,

specifications and contract documents.

6.3.1.6 The Consultant shall maintain, and ensure that each sub Consultant maintains Workers’

Compensation Insurance, Disability Benefits Insurance, and Employer’s Liability Insurance and Unemployment

Insurance, in accordance with, and to the extent required by, the Laws of the State on behalf of, or with regard

to, all employees providing services under this Agreement.

6.3.1.7 If vehicles are used in the provision of the Services, then the Consultant shall maintain Business

Automobile Liability insurance in the amount of at least Two Million Dollars ($2,000,000) each accident

combined single limit for liability arising out of ownership, maintenance or use of any owned, non-owned, or

hired vehicles to be used in connection with this Agreement. Coverage shall be at least as broad as the most

recently issued ISO Form CA0001.

6.3.1.8 If vehicles are used for transporting hazardous materials, the Business Automobile Liability

Insurance shall be endorsed to provide pollution liability broadened coverage for covered vehicles

(endorsement CA 99 48) as well as proof of MCS-90.

6.3.2 General Requirements for Insurance Coverage and Policies. All insurance obtained by the Consultant

shall satisfy the following requirements.

6.3.2.1 All required insurance policies shall be maintained with companies that may lawfully issue the

required policy and have an A.M. Best rating of at least A- / “VII” or a Standard and Poor’s rating of at least A,

unless prior written approval is obtained from the Corporation. All insurance policies shall be primary (and non-

contributing) to any insurance or self-insurance maintained by the Corporation.

6.3.2.2 There shall be no self-insurance program with regard to any insurance required under this

Article unless approved in writing by the Corporation. Any such self-insurance program shall provide the

Corporation with all rights that would be provided by traditional insurance required under this Article, including

but not limited to the defense obligations that insurers are required to undertake in liability policies.

6.3.2.2.1 The Corporation’s limits of coverage for all types of insurance required under this Article shall be

the greater of (i) the minimum limits set forth in this Article or (ii) the limits provided to the Consultant as Named

Insured under all primary, excess, and umbrella policies of that type of coverage.

6.3.3 Proof of Insurance. The following evidence of insurance shall be required.

6.3.3.1 For Workers’ Compensation Insurance, Disability Benefits Insurance, and Employer’s Liability

Insurance, the Consultant shall file one of the following within 10 days of award of this Contract (ACORD forms

are not acceptable proof of workers’ compensation coverage):

1. C-105.2 Certificate of Workers’ Compensation Insurance;

2. U-26.3 -- State Insurance Fund Certificate of Workers’ Compensation Insurance;

3. Request for WC/DB Exemption (Form CE-200);

4. Equivalent or successor forms used by the New York State Workers’ Compensation Board; or

5. Other proof of insurance in a form acceptable to the Corporation.

6.3.3.2 For each policy required under this Agreement, except for Workers’ Compensation Insurance,

Disability Benefits Insurance, Employer’s Liability Insurance, and Unemployment Insurance, the Consultant

shall file a Certificate of Insurance with the Corporation within ten days of award of this Agreement. All

Certificates of Insurance shall be (i) in a form acceptable to the Corporation and certify the issuance and

effectiveness of such policies of insurance, each with the specified minimum limits; and (ii) accompanied by the

endorsement in the Consultant’s general liability policy by which the Corporation and City have been made

additional insureds pursuant to this Agreement. All Certificates of Insurance shall be accompanied by either a

duly executed “Certification by Broker” in the form attached to this Agreement as Appendix A or copies of all

policies referenced in the Certificate of Insurance. If complete policies have not yet been issued, binders are

acceptable, until such time as the complete policies have been issued, at which time such policies shall be

submitted.

6.3.3.3 Certificates of Insurance confirming renewals of insurance shall be submitted to the Corporation

prior to the expiration date of coverage of policies required under this Article. Such Certificates of Insurance

shall comply with the requirements of this Agreement.

6.3.3.4 The Consultant shall provide the Corporation with a copy of any policy required under this Article

upon the demand for such policy by the Corporation.

6.3.3.5 Acceptance by the Corporation of a certificate or a policy does not excuse the Consultant from

maintaining policies consistent with all provisions of this Article (and ensuring that sub-consultants maintain

such policies) or from any liability arising from its failure to do so.

6.3.3.6 If the Consultant receives notice, from an insurance company or other person that any insurance

policy required under this Article shall expire or be cancelled or terminated for any reason, the Consultant shall

immediately forward a copy of such notice to both the Corporation.

6.3.4 Miscellaneous Insurance Provisions.

6.3.4.1. Whenever notice of loss, damage, occurrence, accident, claim or suit is required under a general

liability policy maintained in accordance with this Article, the Consultant shall provide the insurer with timely

notice thereof on behalf of the Corporation. Such notice shall be given even where the Consultant may not

have coverage under such policy (for example, where one of Consultant’s employees was injured). Such

notice shall expressly specify that “this notice is being given on behalf of the New York City Health and

Hospitals Corporation as Additional Insured” and contain the following information: the number of the insurance

policy; the name of the named insured; the date and location of the damage, occurrence, or accident; the

identity of the persons or things injured, damaged, or lost; and the title of the claim or suit, if applicable. The

Consultant shall simultaneously send a copy of such notice to the Corporation. If the Consultant fails to comply

with the requirements of this Section, the Consultant shall indemnify the Corporation for all losses, judgments,

settlements and expenses, including reasonable attorneys’ fees, arising from an insurer’s disclaimer of

coverage citing late notice by or on behalf of the Corporation.

6.3.4.2 The Consultant’s failure to maintain any of the insurance required by this Article shall constitute a

material breach of this Agreement. Such breach shall not be waived or otherwise excused by any action or

inaction by the Corporation at any time.

6.3.4.3 Insurance coverage in the minimum amounts required in this Article shall not relieve the Consultant

or its sub Consultants of any liability under this Agreement, nor shall it preclude the Corporation from exercising

any rights or taking such other actions as are available to it under any other provisions of this Agreement or at

law.

6.3.4.4 The Consultant waives all rights against the Corporation, including its officials and employees for

any damages or losses that are covered under any insurance required under this Article (whether or not such

insurance is actually procured or claims are paid thereunder) or any other insurance applicable to the

operations of the Consultant and/or its sub Consultants in the performance of this Corporation.

6.3.4.5 If the Consultant requires any sub-consultant to procure insurance with regard to any operations

under this Contract and requires such sub Consultant to name the Consultant as an additional insured under

such insurance, the Consultant shall ensure that such entity also name the Corporation and the City, including

their officials and employees, as additional insured’s with coverage at least as broad as the most recently

issued ISO form CG 20 26.

6.4 MINIMUM WAGES

Except for those employees whose minimum wage is required to be fixed pursuant to Section 220 of the Labor Law of

the State of New York, all persons employed by the Consultant in the performance of this Agreement shall be paid, without

subsequent deduction or rebate, unless expressly authorized by law, not less than the minimum wage as prescribed by law.

Any breach or violation of the foregoing shall be deemed a breach or violation of a material provision of this Agreement.

6.5 INDEPENDENT CONSULTANT STATUS

The Consultant is an independent Consultant and is not an employee of the Corporation or the City. Neither the Consultant

nor its employees or agents will hold themselves out as, nor claim to be, officers or employees of the Corporation or the City.

They will not, by reason hereof, make any claim, demand, or application to or for any right or privilege applicable to an officer

or employee of the Corporation or the City including, but not limited to, Workers' Compensation coverage, Unemployment

Insurance Benefits, Social Security coverage or employee retirement membership or credit.

6.6 PROTECTION OF CORPORATION PROPERTY

6.6.1 The Consultant assumes the risk of, and shall be responsible for, any loss or damage to the Corporation’s

property, including leased property, used in the performance of this Agreement, and caused directly or indirectly, by

the acts or omissions of the Consultant, its officers, and employees, or any person, firm, company, agent or others

engaged by the Consultant as to perform or assist with the performance of the Services.

6.7 RIGHTS OF CORPORATION

The rights and remedies of the Corporation provided in this Agreement shall not be exclusive and are in addition to any other

rights and remedies provided by law.

6.8 COMPLIANCE WITH LAW

The Consultant shall perform all Services in accordance with law including having all legally required approvals and licenses.

6.9 FEDERAL EMPLOYMENT PRACTICES

The Consultant and its sub Consultants shall comply with the Civil Rights Act of 1964 and any amendments thereto, and the

rules and regulations thereunder.

6.10 NON-DISCRIMINATION AGAINST THE HANDICAPPED

The Consultant shall comply with the Rehabilitation Act of 1973 and the Americans with Disabilities Act of 1994,

and all regulations, guidelines and interpretations issued pursuant thereto.

6.11 INVESTIGATIONS

6.11.1 The parties agree to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a

State, City or other governmental agency or authority that is empowered directly or by designation to compel the

attendance of witnesses and 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 proposal, contract,

lease, permit, or license that is the subject of the investigation, audit or inquiry.

6.11.2

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

Corporation, City, the State, or any political subdivision or 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 the Corporation, City or State or other

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 seeking testimony concerning the interest in, and seeking testimony

concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or

license entered into with the Corporation, City the State, or any political subdivision thereof or any local

development corporation within the City; then:

6.11.3 a. The President of the Corporation shall convene a hearing, upon not less than five (5) days' written

notice to the parties involved to determine if penalties should attach for the failure of a person to testify.

b. If any non-governmental party to the hearing requests an adjournment, the President of the

Corporation may, upon granting the adjournment, suspend any contract, lease, permit or license of the

party granted the extension pending the final determination pursuant to Section 6.11.5, below, without the

Corporation or City incurring any penalty or damages for delay or otherwise.

6.11.4 The penalties which may attach after a final determination by the President may include but shall not

exceed:

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 such person was a member at the time the 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 Corporation or City; and/or

b. The cancellation or termination of the rights or interest of the person or entity it represents in any and

all such existing Corporation or 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

have been pledged to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of

the notice scheduling the hearing, without the Corporation or 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.

6.11.5 The President shall consider and address in reaching his or her determination and in assessing an

appropriate penalty, the factors in paragraphs a and b, below. The President 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 parties' 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 books and records, and the

forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought;

b. The relationship of the person who refuses 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, leases, permits or licenses

with the Corporation or City; and

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 Section 6.11.4, above, provided that the party or entity has

given actual notice to the President or agency head upon the acquisition of the interest, or at the hearing

called for in Section 6.11.3 (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.

6.11.6 Definitions

6.11.6.1 License

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.

6.11.6.2 Person

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.

6.11.6.3 Entity

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 Corporation, City or

otherwise transacts business with the City.

6.11.6.4 Member

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.

6.11.7 In the event that the Corporation or City requires a standard revision to this Section 6.11, known as the

"Investigations Clause," then the Consultant may, at its option, elect to substitute such standard revision nunc pro

tunc into this Agreement or, in the event that the Corporation or City agree in any instance to any material change

regarding the penalties described in Section 6.11.4 hereof, the Corporation or City shall advise Consultant of such

revision, and the Consultant, at its option, may elect to substitute such revised penalties nunc pro tunc into the

Agreement for those contained in Section 6.11.4.

6.11.8 In addition to and notwithstanding any other provision of this Agreement, the President of the Corporation

may in his or her sole discretion terminate this Agreement upon not less than three days written notice in the event

Consultant fails to report promptly in writing to the President of Investigation of the City of New York any solicitation

of money, goods, requests for future employment or other benefit or thing of value, by or on behalf of any employee

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 Consultant, or affecting the performance of this Agreement.

6.12 ASSIGNMENT

6.12.1 The Consultant shall not assign or otherwise dispose of this Agreement, or of its rights, interests or duties

herein without the prior written consent of the Corporation. Failure of the Consultant to obtain any required consent

to any assignment shall be grounds for termination for cause, at the option of the Corporation whereupon the

Corporation shall be relieved from any further liability to the Consultant, its assignees or transferees, and all monies

that may thereafter become due under this Agreement shall be forfeited. The provisions of this clause shall not

hinder an assignment by the Consultant for the benefit of its creditors made pursuant to the laws of the State.

Notwithstanding the foregoing, the Consultant may assign this Agreement to an affiliated company under common

ownership and control with the Consultant provided that: (a) the Consultant gives the Corporation prior notice of the

assignment with a description of the relationship of the assignee to the Consultant; (b) the assignee delivers a

written consent to be bound be all of the terms of this Agreement; and (c) the Consultant shall nonetheless remain

liable for the assignee’s performance hereunder.

6.13 SUBCONTRACTING

6.13.1 The Consultant shall not to enter into any subcontracts for the performance of its obligations under this

Agreement the without prior written approval of the Corporation. A copy of each such proposed subcontract shall

be submitted to the Corporation with the Consultant's written request for approval.

6.13.2 All such subcontracts shall contain provisions specifying:

a. That the work performed by the sub-consultant must be in accordance with the terms of this

Agreement;

b. That nothing contained in such agreement shall impair the rights of the Corporation; and

c. That nothing contained herein, or under the agreement between the Consultant and its sub-

consultants, shall create any contractual relationship between the sub-consultant and the

Corporation.

6.13.3 The Consultant shall be fully responsible to the Corporation for the performance of the sub-consultants

and of persons either directly or indirectly employed by them.

6.14 PUBLICITY AND PUBLICATION

6.14.1 The prior written approval of the Corporation is required before the Consultant or any of its employees,

agents, or independent Consultants may, at any time, make any statement to the press or issue any material for

publication through any media of communication bearing on the work performed or data collected under this

Agreement.

6.14.2 If the Consultant or any of its employees publishes a work dealing with any aspect of performance under

this Agreement, or of the results and accomplishments attained in such performance, the Corporation shall have a

royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and authorize others to

use the publication.

6.15 INVENTIONS, PATENTS AND COPYRIGHTS

6.15.1 Any discovery or invention arising out of or developed in the course or performance of this Agreement

shall be promptly and fully reported to the Corporation, and if this work is supported by a Federal grant of funds, it

shall promptly and fully be reported to the Federal Government for determination as to whether patent protection of

such invention or discovery shall be sought and how the rights in the invention or discovery, including rights under

any patent issued thereon, shall be disposed of and administered to protect the public interest.

6.15.2 The Corporation shall be the owner of any report, document or other data produced in whole or in part in

connection with the performance of this Agreement.

6.15.3 In no event shall Section 6.15.1 above be deemed to apply to any discovery or invention of the Consultant

which existed prior to or was developed or discovered independently from its activities related to this Agreement.

6.15.5 If this Agreement involves information services or the lease, license or other use of the Corporation or City

computer system or electronic data processing system then the following shall apply:

a. All software, computer data, and any accompanying literature developed in connection with this

Agreement shall be the sole property of the Corporation;

b. All such material constitutes confidential information that the Consultant shall not disclose to any third

party nor shall it disclose any information obtained from the Corporation or the City concerning the

Corporation's or the City's operations, existing or future computer programs or other record keeping

procedures, except as such disclosure may be required by law;

c. The Consultant will use its best efforts to prevent unauthorized dissemination or disclosure of such

information related to the development of said software; and

d. None of the Consultant or any of its employees shall transfer, publish, use or disclose the contents of

or any aspect of said software to third parties unless specifically authorized in writing, in advance, by

the Corporation. This Section shall not apply if the Consultant develops similar software

independently of this Agreement or such software was rightfully obtained by the Consultant from a

third party whom the Corporation or the City has licensed or authorized to use such software. The

Consultant shall return to the Corporation, at the termination or expiration of this Agreement all copies

of such software, any improvements thereof and all information, data or material related thereto,

including, without limitation, each and every copy or so much of every program, program deck, tape,

disk, card, card deck, printout, listing, specifications, layout manual and other material with respect to

such software or any part thereof then in the possession or in the control of, or obtained by others

through or from the Consultant and its permitted transferee.

6.16 INFRINGEMENTS

The Consultant shall defend, indemnify and hold harmless the Corporation from and against any damage, loss or expense

sustained by the Corporation or that the Corporation may be subject to or which it may suffer or incur arising out of or in

connection with any infringement or alleged infringement by the Consultant and/or its sub-consultants of any copyright,

trademark or patent rights or any other intellectual property rights of any third party in any designs, systems, drawings,

graphs, charts, specifications or printed matter furnished or used by the Consultant in the performance of this Agreement.

The Consultant shall defend, indemnify, and hold the Corporation harmless regardless of whether or not the alleged

infringement arises out of compliance with this Agreement’s scope of services/scope of work. Insofar as the facts or law

relating to any claim would preclude the Corporation from being completely indemnified by the Consultant, the Corporation

shall be partially indemnified by the Consultant to the fullest extent permitted by law. The indemnification provisions set forth

in this Section 6.16 shall not be limited in any way by the Consultant’s obligations to obtain and maintain insurance as

provided in this Agreement.

6.17 HIPAA COMPLIANCE

The parties shall take such actions as necessary to comply with the privacy standards and other requirements relating to

protected health information as defined in the administrative simplification provisions of the Health Insurance Portability and

Accountability Act of 1996 (Public Law 104-191) (“HIPAA”) and amendments thereto, and the rules and regulations

promulgated thereunder, as well as guidance issued by the United States Department of Health and Human Services. If at

any time the Corporation determines that a HIPAA-compliant business associate agreement is required to be executed by

both parties to maintain such compliance, the Consultant shall comply with such requirement.

6.18 MACBRIDE FAIR EMPLOYMENT PRINCIPLES

In accordance with section 165(5) of the State Finance Law, the Consultant hereby stipulates that the Consultant and any

individual or legal entity in which the Consultant holds a ten percent or greater ownership interest in the Consultant either (A)

have no business operations in Northern Ireland, or (B) shall take lawful steps in good faith to conduct any business

operations in Northern Ireland in accordance with the MacBride Fair Employment Principles (as described in Section 165(5)

of the state Finance Law), and shall permit independent monitoring of compliance with such principles.

6.19 CONFIDENTIALITY

The Consultant shall hold any reports, information, or data furnished or prepared, assembled or used by the Consultant

under this Agreement confidential and the same shall not be made available to any individual or organization, or published

without the prior written approval of the Corporation or as authorized or required by law. The Corporation shall hold any

reports, information or data pertaining to the Consultant, its employees or customers that are disclosed to the Corporation or

which are learned by the Corporation as a result of this Agreement confidential and the same shall not be made available to

any individual or organization, or published without the prior written approval of the Consultant or as authorized or required

by law. The provisions of this Section shall survive the termination or expiration of this Agreement.

6.20 MINORITY AND WOMEN-OWNED BUSINESS ENTITY PROGRAM (M/WBE)

6.20.1 The Corporation is required to implement the provisions of New York State Executive Law Article 15-A and

5 NYCRR Parts 142-144 (“M/WBE Regulations”) for all contracts with a value in excess of $25,000 for labor,

services, equipment, materials, or any combination of the foregoing or (2) in excess of $100,000 for real property

renovations and construction.

6.20.2 The Consultant agrees, at no additional cost to the Corporation, to the extent it subcontracts any services

performed under this Agreement that it will fully comply and cooperate with the Corporation in the implementation of

the minority and women-owned business enterprises (“M/WBEs”) Regulations as they are described in New York

State Executive Law Article 15-A and 5 NYCRR Parts 142-144 and this Article. These requirements include equal

employment opportunities for minority group members and women and contracting opportunities for certified

M/WBEs. Consultant’s demonstration of “good faith efforts” pursuant to 5 NYCRR §142.8 shall be a part of these

undertakings by the Consultant. The obligations undertaken by the Consultant in pursuant to this Article shall be

deemed supplementary to, and not in lieu of, other applicable nondiscrimination provisions, if any, required by New

York State Executive Law Article 15 or other applicable federal, state or local laws, provided, however, that in

meeting such obligations, the Consultant shall not be obligated to violate any other applicable nondiscrimination

provision.

6.20.3 The Consultant shall achieve these goals:

MBE Goal (20%)]

WBE Goal (10 %)]

If the Consultant, after making good faith efforts, is unable to comply with MWBE goals, the Consultant may submit

a request for waiver documenting good faith efforts by the Consultant to meet such goals. Requests for waiver must

satisfy the requirements of New York State Executive Law, Article 15-A, and 5 NYCRR, Section 143.7. If the

documentation included with the waiver request is complete, the Corporation shall evaluate the request and issue a

written notice of acceptance or denial within twenty (20) days of receipt. Should the requested waiver be denied, the

Consultant may request an administrative hearing within seven (7) calendar days of the Consultant’s receipt of such

waiver denial.

6.20.4 The Consultant’s willful and intentional failure to comply with its obligations in this Article may result in a

finding of non-responsiveness, non-responsibility and/or a breach of contract, leading to administrative action by the

Corporation, including without limitation the withholding of funds pending receipt of the required M/WBE

documentation, suspension or termination of this Agreement or such other actions as allowed by this Agreement

and applicable law.

ARTICLE 7

TERMINATION

7.1 CONDITIONS OF TERMINATION

7.1.1 The Corporation shall have the right to terminate this Agreement, in whole or in part:

a. Upon thirty days' notice to the Consultant if the Consultant has breached this Agreement if such breach is

not cured within such period.

b. Upon notice to the Consultant, if the Consultant becomes insolvent, or in the event of the commencement

under the Federal or State Bankruptcy Act of any proceeding by or against the Consultant, either voluntarily or

involuntarily, or if a receiver has been appointed for the Consultant's assets.

c. Without cause, upon thirty days’ notice to the Consultant, if the Corporation deems that termination would

be in the best interest of the Corporation.

7.1.2 If the Consultant disputes the termination by the Corporation, the Consultant may, by notice to the

Corporation within ten business days of receipt of the termination notice, seek review of the decision before a

review board. At any such hearing, the Consultant may be represented by counsel and present or refute evidence

and testimony relevant to the issue of the Consultant's termination. The Corporation's decision shall be final and

binding with respect to the termination of the Consultant if the Consultant does not request a review as herein

provided.

7.1.3 The Consultant shall forebear from the commencement of any action or proceeding regarding the

Corporation's termination, unless the Consultant has requested a hearing before a review board pursuant to

Section 7.1.2 above, and such board has issued a final decision.

7.2 NOTICE OF TERMINATION/CAUSES BEYOND CONSULTANT'S CONTROL

The Consultant may terminate this Agreement on notice to the Corporation by reason of any failure in the performance of

this Agreement (including any failure by the Consultant to make progress in the prosecution of work hereunder which

endangers such performance), if such failure arises out of causes beyond the control and without the fault or negligence of

the Consultant and such conditions have persisted for not less than 180 days. Such causes may include, but are not

restricted to: Acts of God or of the public enemy; acts of the government in either its sovereign or contractual capacity, fires,

flood, epidemics, quarantine restrictions, strikes, freight embargoes, or any other cause beyond the reasonable control of the

Consultant. Upon such termination, the Consultant shall comply with the Corporation's close-out procedures, including but

not limited to:

a. Giving the Corporation or its designees access to all books and records relating to this Agreement during

normal business hours upon reasonable notice or giving the Corporation copies of such materials at the

Corporation's option and cost; and

b. Submitting, within 90 days, a final statement and report relating to this Agreement, with such information as

the Corporation may reasonably request.

7.3 APPROPRIATION OF SIMILAR SERVICES

If the Corporation should terminate this Agreement the Corporation may procure, on such terms and in such manner as it

deems appropriate, services similar to those so terminated, and the Consultant shall continue the performance of this

Agreement to the extent not so terminated.

7.4 REDUCTIONS IN FEDERAL, STATE AND/OR CITY FUNDING

7.4.1 This Agreement is funded in whole or in part by funds secured from the federal, State and/or City

governments, or with the Corporation’s own funds, the expenditure of which were approved by the Corporation in

accordance with its operating procedures. Should there be a reduction or discontinuance of such funds by action of

the federal, State and/or City governments, the Corporation shall have, in its sole discretion, the right to terminate

this Agreement in whole or in part, or to reduce the funding and/or level of services of this Agreement caused by

such action by the federal, State and/or City governments, including, in the case of the reduction option, but not

limited to, the reduction or elimination of programs, services or service components; the reduction or elimination of

contract-reimbursable staff or staff-hours, and corresponding reductions in the budget of this Agreement and in the

total amount payable under this Agreement. Any reduction in funds pursuant to this Section shall be accompanied

by an appropriate reduction in the services performed under this Agreement.

7.4.2 In the case of the reduction option referred to in Section 7.4.1, above, any such reduction shall be effective

as of the date set forth in a written notice thereof to the Consultant, which shall be not less than thirty (30) days from

the date of such notice. Prior to sending such notice of reduction, the Corporation shall advise the Consultant that

such option is being exercised and afford the Consultant an opportunity to make within seven (7) days any

suggestion(s) it may have as to which program(s), service(s), service component(s), staff or staff-hours might be

reduced or eliminated, provided, however, that the Corporation shall not be bound to use any of the Consultant’s

suggestions and that the Corporation shall have sole discretion as to how to effectuate the reductions.

7.4.3 If the Corporation reduces funding pursuant to this Section, the Corporation shall pay for services provided

in accordance with this Agreement prior to the reduction date. In addition, any obligation necessarily incurred by

the Consultant on account of this Agreement prior to receipt of notice of reduction and falling due after the reduction

date shall be paid by the Corporation in accordance with the terms of this Agreement.

ARTICLE 8

MISCELLANEOUS

8.1 GOVERNING LAW; SEVERABILITY; WAIVER; VENUE

8.1.1 This Agreement shall be governed in all respects by the laws of the State of New York as applied to contracts

entered into and wholly to be performed within the State of New York.

8.1.2 The invalidity or unenforceability of any term or condition hereof shall in no way affect the validity or

enforceability of any other terms or provisions.

8.1.3 The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or

be construed to be a waiver of any subsequent breach thereof.

8.1.4 Any litigation arising from this Agreement will be brought only before the appropriate New York State or

Federal courts sitting in the County and State of New York.

8.2 CLAIMS AND ACTIONS THEREON

8.2.1 No action shall lie or be maintained against the Corporation or the City by the Consultant upon any claims

based upon this Agreement unless such action shall be commenced within six months of the termination or

expiration of this Agreement, or within six months after the accrual of the cause of action, whichever is earliest.

8.2.2 If any claim is brought relating to this Agreement, the Consultant shall diligently render to the Corporation

and/or the City any assistance that they may reasonably require.

8.2.3 The Consultant shall report to the Corporation in writing within three business days of the initiation by or

against the Consultant of any legal action or proceeding in connection with or relating to this Agreement.

8.3 NO CLAIM AGAINST OFFICERS, AGENTS OR EMPLOYEES

No claim for personal liability shall be made by the Consultant against any individual officer, agent or employee of the

Corporation or the City related to anything done or omitted in connection with this Agreement and no claim shall be made by

the Corporation against any individual, officer, agent or employee of the Consultant except in the case of fraud.

8.4 NOTICES

All notices or communications required or permitted to be given hereunder shall be in writing and if to the Corporation shall

be sent to 125 Worth Street, Room 527, New York, NY 10013, Attn: General Counsel and if to the Consultant, at the address

specified in this Agreement. Notices may be sent by hand delivery, the U.S. Postal Service certified mail return receipt

requested or by nationally recognized courier next business day delivery. Notices shall be deemed given upon delivery if

delivery is by hand, within three business days if sent by certified mail and on the next business day if sent by recognized

courier with next business day delivery specified.

8.5 ALL LEGAL PROVISIONS DEEMED INCLUDED

Each and every provision of law required to be inserted in this Agreement shall be and is deemed to be inserted herein and

if, through mistake or otherwise, any such provision is not inserted, or is not inserted in correct form, then this Agreement

shall forthwith upon the application of either party be amended by such insertion so as to comply strictly with the law and

without prejudice from such omission to the rights of either party hereunder.

8.6 POLITICAL ACTIVITY

8.6.1 There shall be no partisan political activity or any activity to further the election or defeat of any candidate for

public, political or party office as part of or in connection with this Agreement, nor shall any of the funds provided

under this Agreement be used for such purposes.

8.6.2 No funds provided under this Agreement shall be used to pay the salary or expense of any person to engage

in any activity designed to influence legislation or appropriations pending before the Congress of the United States.

8.7 MODIFICATION

This Agreement may be modified by the parties only in writing. It may not be altered or modified orally.

8.8 SECTION HEADINGS

Section headings are inserted only as a matter of convenience and for reference and in no way define, limit or describe the

scope of intent of this Agreement and in no way affect this Agreement.

8.9 MERGER

This Agreement contains the entire understand of the parties with regard to the subject matter hereof and all prior or

contemporaneous understandings or agreements are deemed to have been merged into this Agreement.

8.10 LIMITATION OF LIABILITY

The Corporation's liability to the Consultant for any losses or damages, direct or indirect, arising out of any of the provisions

of this Agreement, shall not exceed the amount due the Consultant for services performed under this Agreement that remain

unpaid at the time of such loss or damage. Neither party shall be liable to the other for incidental or consequential damages.

8.11 SECTION 400.4: NEW YORK STATE HOSPITAL CODE

If this Agreement is to be performed within a facility where health services are rendered, then, notwithstanding any other

provision in this Agreement, the Corporation remains responsible for: (a) ensuring that any services provided pursuant to

this Agreement complies with all pertinent provisions of Federal, State and local statutes, rules and regulations; (b) planning,

coordinating and ensuring the quality of all services provided; and (c) ensuring adherence to the plan of care established for

patients.

8.12 ACCESS TO RECORDS BY THE FEDERAL GOVERNMENT

8.12.1 Until the expiration of four years after the furnishing of the Services pursuant to this Agreement, the

Consultant will make available, upon written request of the Secretary of Health and Human Services or the

Comptroller General of the United States or any of their duly authorized representatives, copies of this Agreement

and any books, documents, records and other data of the Consultant that are necessary to certify the nature and

extent of costs incurred by the Corporation for such services. The Consultant shall ensure that any sub-consultant

it uses in the performance of this Agreement similarly makes its books, records and other data available and will

issue such a certification.

8.13 SURVIVAL

All representations, warranties, and indemnifications contained herein and all confidentiality provisions shall survive the

termination of this Agreement.

ARTICLE 9

EQUAL EMPLOYMENT AND AFFIRMATIVE ACTION COMPLIANCE

9.1 EXECUTIVE ORDER 50

9.1.1 The Consultant shall comply with Chapter 56 of the New York City Charter (formerly Mayor's Executive

Order 50, dated April 25, 1980, as amended) (“E.E.O. 50”) and the rules and regulations promulgated thereunder.

This Agreement will not be effective unless the reporting requirements set forth below have been complied with in

their entirety. The Consultant:

a. Will not engage in any unlawful discrimination as to race, creed, color, national origin, sex, age,

handicap, marital status, citizenship status, sexual orientation or affectional preference in all

employment decisions including but not limited to recruitment, hiring, compensation, training and

apprenticeship, promotion, upgrading, demotion, downgrading, transfer, layoff and termination and all

terms and conditions of employment except as provided by law;

b. When it subcontracts, it will not engage in any unlawful discrimination in the selection of sub-consultants

on the basis of the owner's race, color, creed, national origin, sex, age, disability, marital status,

citizenship status, sexual orientation, or affectional preference;

c. Will state in all solicitations or advertisements for employees placed by or on behalf of the contract that

all qualified applicants will receive consideration for employment without unlawful discrimination based

on race, creed, color, national origin, sex, age, disability, marital status, citizenship status, sexual

orientation, or affectional preference or that it is an equal employment opportunity employer;

d. Will send to each labor organization or representative of workers with which it has a collective

bargaining agreement or other contract or memorandum of understanding, written notification of its

equal employment opportunity commitments under E.O. 50; and

e. Will furnish all information and reports, including an Employment Report, before the award of the

contract which are required by E.O. 50 and the rules, regulations, and orders of the Director of the

Corporation's Office of Equal Employment Opportunity (the "Director of the EEO Office"), and will permit

access to its books, records and accounts by the EEO Office for the purposes of investigation to

ascertain compliance with such rules, regulations, and orders.

9.1.2 The Consultant understands that its non-compliance with the foregoing shall constitute a material breach of

this Agreement, as well as non-compliance with E.O. 50. After a hearing held pursuant to the rules of EEO

Office, the Director may impose any or all of the following sanctions:

a. Disapproval of the Consultant;

b. Suspension or termination of the contract;

c. Declaring the Consultant in default; or

d. An employment program.

9.1.3 The Director of the EEO Office may recommend to the Corporation that a Board of Responsibility be

convened for purposes of declaring a Consultant who has repeatedly failed to comply with E.O. 50 or the rules

of the EEO Office to be non-responsible.

9.1.4 The Consultant shall include the provisions of the foregoing paragraphs in every subcontract or purchase

order, in excess of $50,000, using funds provided hereunder, to which it becomes a party unless exempted by

E.O. 50 so that such provisions will be binding upon each sub-consultant or vendor. The Consultant will take

such action with respect to any subcontract or purchase order as may be directed by the Director of the EEO

Office as a means of enforcing such provisions, including sanctions for non-compliance.

9.1.5 The Consultant shall refrain from entering into any contract or contract modifications subject to E.O. 50 and

the rules and regulations promulgated thereunder with a sub-consultant who is not in compliance with the

requirements of E.O. 50 and the rules and regulations promulgated thereunder.

9.2 ADHERENCE TO THE CORPORATION'S EQUAL EMPLOYMENT AND AFFIRMATIVE ACTION POLICIES

The Consultant shall adhere to all terms, conditions and provisions of the Corporation's Equal Employment and Affirmative

Action Policies as set forth by the Corporation's Board of Directors.

[NO FURTHER TEXT ON THIS PAGE. SIGNATURES FOLLOW]

IN WITNESS WHEREOF, the parties have signed below as of the date first above written.

NEW YORK CITY HEALTH AND HOSPITALS

CORPORATION

By: ________________________

President

[CONSULTANT’S NAME HERE]

By: ________________________

Name:

Title:

Consultant’s Authorized Representative

______________________________

Consultant’s Federal Tax I.D. Number

APPROVED AS TO FINANCE:

_________________________________

Senior Vice President - Finance

New York City Health and Hospitals Corporation

APPROVED AS TO FORM:

_________________________________

Senior Vice President and General Counsel

New York City Health and Hospitals Corporation

APPROVED AS TO PROGRAM:

_________________________________

Senior Vice President-

New York City Health and Hospitals Corporation

APPENDIX B

CERTIFICATION BY BROKER

The undersigned insurance broker represents to the New York City Health and Hospitals Corporation that the

attached Certificate of Insurance is accurate in all material respects, and that the described insurance is effective as of the

date of this Certification.

______________________________________________

[Name of broker (typewritten)]

______________________________________________

[Address of broker (typewritten)]

______________________________________________

[Signature of authorized officer of broker]

APPENDIX “A”

SCOPE OF WORK - TECHNICAL REQUIREMENTS

PROFESSIONAL SERVICES FOR A/E

AND MEP DESIGN

1. PERFORMANCE

1.1 Consultant Services-Compliance and Ownership of Documents

The services of the Consultant shall be performed under the general direction of the Corporation. The intent of this contract

is to obtain the Consulting services outlined in each Work Order within the time stipulated, and to the quality and

completeness of all as provided in this contract and delineated in the sub-headings delineated below.

Pre-design services, surveys, studies and reports shall include surveys and analysis of existing conditions. Basic design

services shall include the professional activities required for the preparation of construction contract documents suitable for

bidding as required for the construction of the Project in accordance with the requirements of the Corporation’s Project Labor

Agreements, and shall be delivered to the Corporation with a final cost estimate, and approvals from agencies having

jurisdiction as required to proceed with construction. Services during construction are to be monitored in real time through

project close out.

Notwithstanding the provision for an approved re-calculation of the final fee by the Corporation (SECTION 7-Payment for

Design Services) the Consultant is required to “design to budget”, and if, at any stage of the project, the cost estimate

exceeds the original approved estimated cost of construction, and the additional cost is not attributed to additional program

or scope, the Consultant, at no additional cost to the Corporation, shall be required to revise all or any part of the project

documents that the Corporation and the design team determine is required to bring the cost of the project within the original

estimated cost for construction.

The Consultant shall provide a monthly status report on all its active projects to the Corporation’s Office of Facilities

Development. The report shall be by facility and provide a high level summary of progress, budget and issues for each

project. The report shall be signed by a licensed principal of the firm.

Drawings and specifications shall not violate Section 346 of the City Charter relating to patented articles. The Consultant

may not, without the prior written approval of the Corporation, specify for the project or necessarily imply the required use of

any article, product, material, fixture or form of construction, the use of which is covered by a patent, or which is otherwise

exclusively controlled by a particular firm or group of firms.

All drawings, tracings, specifications and other material prepared and furnished for the Corporation by the Consultant shall

become the property of the Corporation upon their acceptance by the Corporation, or upon the termination of the services

of the Consultant. Such documents shall be promptly delivered to the Corporation upon demand and thereafter may be

used by the Corporation in whole or in part or in modified form, for those purposes it may deem advisable without further

employment of, or payment of additional compensation to the Consultant.

1.2 Collection of Data

Whether the project involves alteration of or an addition to an existing structure, the Consultant shall be responsible for

verifying all measurements and details of the existing construction. The Consultant shall examination the designated site,

noting all conditions and implications that may affect the construction of the project

The Corporation shall provide for examination by the Consultant any data that may be readily available/on file including

existing construction drawings, specifications, and other available data. All drawings, specifications and other data provided

by the Corporation must be checked in the field by visual examination, physical measurements, and be

researched/analyzed through all available records. The Consultant shall exercise due diligence and professional

competence in verification and analysis of documents made available, and shall promptly notify the Corporation of any

inadequacies, uncertainties, impediments or existing conditions which would prevent orderly and expeditious

accommodation of the project, and are reasonably discoverable by them.

It is incumbent upon the Consultant to notify in writing the Corporation of any observed conditions which in its professional

judgment do not conform to prevailing codes. If, through no fault of the Consultant, the existing constructions prove to be at

variance with the construction as shown, the Consultant may, with the approval by the Corporation, be entitled to

compensation for additional services

1.3 Schedule

The Consultant shall prepare a timetable setting forth the schedule for accomplishing the contract objectives as stipulated

in the Work Order for the Project, and shall submit the timetable to the Corporation for approval.

The schedule shall include all phases of the project including but not limited to: pre-design, schematic design, design

development, construction documents/specifications, submission/approvals from agencies having jurisdiction, bidding,

decants, mobilization, project phasing; inspections; commissioning, and other critical events through close out.

As it relates to services provided by the Consultant, the Corporation shall require and the Consultant shall ensure that the

approved timetable/schedule is adhered to.

1.4 Organization

The Consultant shall lead the design team and be responsible for providing all required services, and shall establish an

organization and lines of authority in order to prepare, coordinate, monitor and report the progress of each phase of the

project, The Consultant shall designate in writing one person who, on its behalf, shall be responsible for coordinating all of

the services to be rendered by the Consultant hereunder, and such designee shall be subject to the approval of the

Corporation.

The services to be provided hereunder shall be performed by the Consultant's own staff, unless otherwise authorized in

writing by the Corporation. The Consultant shall be able to establish a design team of suitable sub-consultants to complete

the required work. The employment of, contract with, or use of the services of any other person or firm on this project shall

be subject to the written approval of the Corporation. Such approval shall not be construed as an agreement between the

Corporation and such person or firm. The Consultant shall engage, at its sole expense, all engineers, architects, cost

estimators, experts and sub-consultants, hereinafter designated as “Sub-contract Design Consultants,” as may be required

for the proper performance of the Work Order. Nothing included herein or in any other provisions of this Agreement shall be

construed to impose any liability or duty upon the Corporation to persons, firms, or corporations employed or engaged by the

Consultant.

The Consultant shall furnish to the Corporation for review and approval, a description of all technical, professional and

managerial personnel to be used on the Project and shall identify the individual who shall be responsible for coordinating all

of the services to be rendered by the Consultant under this Agreement. Such description shall include a current resume of

academic training and professional experience, salary history, and the names, address and telephone numbers of

references who are familiar with recent performance of the individual. No substitution of any of these key personnel shall be

made by the Consultant without the prior written consent of the Corporation. Before any such substitution, the Consultant

shall submit to the Corporation a detailed justification supported by the qualifications of any proposed replacement.

All services under the Agreement shall be performed in a competent and efficient manner. All personnel assigned to the

project by the Consultant shall be required to cooperate fully with personnel assigned to the project by the Corporation and in

the event the Consultant’s personnel fail so to cooperate, the Corporation may direct the Consultant to relieve them of their

duties, and remove from the Project any employee the Corporation deems incompetent, careless, uncooperative or

otherwise objectionable and the Consultant shall replace any such employee with personnel acceptable to the Corporation.

1.5 Job Meetings

The Consultant shall attend conferences and job meetings as required for the preparation or review of reports, studies,

design documents, construction progress and/or as directed by the Corporation. The Consultant shall attend/record regular

progress meetings; attend record various agency meetings; make site visits as required to record and monitor the progress

of the construction and assure adherence to the contract documents, and distribute recorded minutes and other information

to all concerned parties

1.6 Revision of Documents

At any time during the term of this Agreement, the Consultant shall, without additional compensation, revise/correct any/all

reports, studies drawings, specifications or other documents prepared by the Consultant until such documents shall be

accepted by the Corporation, and/or agencies whose approval is required by law.

1.7 Cost Estimating, Value Engineering, Design to Budget

The Consultant shall provide cost estimating and value engineering services throughout the development of the

project. For each stage of the project, the Consultant shall submit a cost estimate for each alternative presented, with an

indication of the preferred approach. For each item or combination of items in the cost estimate, identify the quantity

required, the unit of measurement, the unit cost and the total cost. The cost estimate shall provide a summation of

construction cost for each trade in the estimate, as appropriate to the project, and shall include a design and other

appropriate contingencies and escalation in the cost estimate

The Consultant is required to “design to budget”, and if, at any stage of the project, the cost estimate exceeds the original

approved estimated cost of construction, and the additional cost is not attributed to additional program or scope, the

Consultant, at no additional cost to the Corporation, shall be required to revise all or any part of the project documents that

the Corporation and the design team determine is required to bring the cost of the project within the original estimated cost

for construction.

At the discretion and of the Corporation, additional compensation may be provided to the Consultant for value engineering

and cost estimating services related that may be required to revise the scope, program or budget.

1.8 Cooperation with Other Consultants

The Corporation shall have the right to engage directly the services of other consultants (such as a construction manager),

and the Consultant shall coordinate his work and fully cooperate with the work of any other party/parties so engaged by the

Corporation.

1.9 Specific Services – Appendix B

Specific Services that may be required of the Consultant to properly complete the project are described in Appendix B-

Specific Services, and it is incumbent upon the Consultant to respond to the project requirements of each Work Order with

fully developed contract documents (surveys, reports, studies, plans, specifications, manuals, etc.), with the quality and

completeness described in Appendix B.

Prior to responding to a Work Order request for proposal, the Consultant shall review the project and specific services

requirements defined and required by the Corporation. A list of Specific Services is outlined in Appendix B and includes a

scope of services required for: architectural design, landscape and site design, civil engineering; traffic consultant; site

design, structural engineering, curtain wall design, mechanical, electrical and plumbing design; LEED and Integrated Green

Design; LEED and other building commissioning; surveys (existing conditions laser surveys), topographical surveys, utility

surveys, sub-surface investigations, environmental survey’s and investigations; environmental remediation engineer; cost

estimating, code consultant, expediting

2 PRE-DESIGN SERVICES

When a clearly defined program does not exist, or further investigation is necessary, the Consultant may be requested to

perform pre-design work, including but not limited to existing conditions survey, other studies, reports and/or master

planning. When pre-design services are requested the Consultant shall include cost estimates to perform the work

contained, in addition to the additional items of work called for in Work Orders.

2.1 Pre-Design - Orientation Meeting

A meeting attended by the Consultant, the Corporation, and other representatives of the Corporation as required to establish

the appropriate scope of pre-design services required to establish: the projects goals, required reports, and feasibility, including but not

limited to: project intent and goals; available data; required data/scope of services/surveys/studies; budget; Corporation standards;

and the schedule.

2.2 Pre-design – Establishing Scope of Required Services, Priorities, Goals and Presentation

To establish parameters of the pre-design services the Consultant and the Corporation shall confirm the scope and deliverables including

but not limited to:

a) Scope of Required Pre- Design Services – identify studies, probes, analysis, field reconnaissance, surveys, and other data

collection required to determine project restrictions and establish parameters.

b) Verification of Program/Priorities – Translate the project program into square footage and functional relationships, and validate

the original program in the proposed location and acceptable modifications to the program/scope that may be required due to

restricted space, budget or schedule.

c) Presentation of Data, Design Solutions, Cost and Schedule – Present data findings and various conceptual schemes for

evaluation, including cost estimates and schedule to enable preliminary design direction to be established. The schedule

shall include a general time frame for accomplishing the project, acknowledging any special conditions that could

impact the schedule under each alternative, and special conditions may include such items as phasing, relocation,

swing space and adequacy of funding. Cost estimates shall reflect allowances for escalation, decants, swing space, and

phasing.

2.3 Pre-Design Services – Meetings, Interim Progress and Deliverables

The Consultant shall report findings, review data, submit progress materials, and re-access Pre - Design direction/deliverables with the

Corporation as follows:

a) Progress Meetings- The Consultant shall attend and participate in Pre-Design progress meetings and prepare progress

submissions of collected date for review by the Corporation.

b) Collected Data: The Consultant shall submit collected data, surveys and reports for review/approval by the Corporation prior to

preparing the final report

c) Existing Conditions- The drawings showing the existing conditions shall be labeled, titled, dimensioned and shall

comprehensively relate the context for design and program assumptions.

d) Pre-Design Cost Estimating-A cost estimate must be submitted for each alternative solution presented, with an indication of the

preferred approach. For each item in the cost estimate the Consultant shall identify the required quantity, unit of measurement,

unit cost and the total cost, and provide the construction cost for each trade, and other appropriate contingencies/escalations

e) Interim Reports: The Consultant shall submit interim reports for review in graphic and descriptive form, as many as

may be reasonably required in the conduct of the study, until approvals are granted.

2.4 Pre- Design - Final Report and Presentation Requirements

The final report shall contain:

a) Summary of Requirements - consisting of data, and a full description of the recommendations, which can be used

as a design program.

b) Preliminary Construction Estimate - of the project based on the proposed program requirements, unit pricing, labor costs,

phasing costs, and escalation if required/recommended.

c) Schedule – to include time for planning, design, construction, decants and including any phasing requirements.

d) Final Presentation- The final pre-design report shall conform with the requirements of the project and Agreement; shall be

bound with card stock or other acceptable cover appropriate for presentation purposes; contain a title sheet, table of contents,

and an executive summary with descriptive text, implementation schedule, design calculations and cost summary; and shall

include scaled drawings, photographs, and other graphic items to adequately illustrated/present the conceptual solutions.

2.5 Recommendations/Acceptance

The Consultant shall prepare and submit copies of the final pre-design services, surveys, studies and reports containing

descriptive data and graphic justification in support of recommendations made concerning the facility to the Project Manager.

Any additional information and documentation and all changes requested by the Project Manager shall be made. When the

report is accepted, six copies of the approved report shall be submitted.

3 DESIGN SERVICES

For each phase of design the Consultant shall provide a cost estimate demonstrating the project budget remains intact. The

Consultant is responsible to maintain the cost within the original estimated cost of construction. If the cost estimate exceeds

the original estimated cost of construction, the Consultant, to the extent necessary shall revise all or any part of the project

documents that the Corporation or their agents may deem appropriate, and the services required for revision/redesign shall

be performed at no cost to the Corporation unless the increase in the cost is attributable to the change in scope of the

program not included in the original estimated cost of construction.

For Specific Services and deliverables see Appendix B.

The schematic design phase shall consist of but not be limited to the following:

3.1 Schematic Design

Based upon the program described in the Work Order, the Consultant is required to present a minimum of three schematic

design solutions. Each solution shall address the major considerations affecting the reconfiguration of space for the

intended functional need including, but not limited to, the existing conditions, limitations of the budget, constructability,

schedule, and the minimal disruption to ongoing medical and administrative services. Each solution shall be developed to a

quality and completeness to reasonably establish the essential character of the project, and accuracy in the cost estimate.

3.1.2 Schematic Design Criteria and Submission Requirements

The Consultant shall collect, review and analyze data and program requirements as a basis for developing alternative

design schemes, and shall develop viable design solutions to the project requirements that comply with zoning, building

codes, agencies having jurisdiction and other applicable laws.

The Consultant shall address scope and esthetic considerations including, but not be limited to, efficient, functional, code

compliant space programming; coordinated mechanical, electrical, plumbing lighting and fire protection systems;

mechanical conveyance, security, lighting, site, civil, architectural landscape FFE, ADA, LL86, and other elements as

required to resolve specific project program requirements.

The Consultant shall include design recommendations for areas within the existing structure of the project that require

repair, and include the impact of construction on the operations of the existing tenants, and shall identify the elements of the

designs that require special maintenance and provide estimate of costs to maintain such elements, and other relevant

considerations related to each design solution.

The Consultant shall submit the schematic design solutions, together with the initial cost estimate to the Corporation for

written approval. The presentation of each solution shall include roof/site plan, floor plans, building sections, building

elevations, and preliminary specifications, projected schedule, and cost estimates that are in line with available funding.

The Consultant shall present each design alternative to the Project Team, and any interested parties including Agencies and

the community as requested by the Corporation,

3.1.3 Schematic Design Approval and Final Submission

Following presentation, review and discussion of the schematic design alternatives, the Consultant assist the Corporation

with the selection of a single schematic solution for further development.

The Consultant shall identify in writing all agency and utility approvals, regulations, ordinances, codes and permits required

for approval and construction of the selected design and develop a schedule noting the timeframe for submissions and

review.

The Consultant shall make all initial contracts and obtain all necessary plan approvals for the selected design from all

necessary agencies and utilities, including approvals for any special surface treatments, light fixtures, drainage and any

other design features requiring such approvals, and shall present the selected schematic design to community groups and

any other groups as deemed appropriate by the Corporation.

The Consultant shall submit the selected schematic design, and any incorporated changes requested by the

Corporation, together with initial cost estimates, agency applications, a design/construction project schedule, and

phasing plan, to the Project Team for written approval prior to proceeding to the next phase of design.

Upon approval, the Consultant shall submit to the Corporation, one electronic copy, and six hard copies of the approved

schematic design package.

3.2 Design Development

Upon acceptance by the Corporation of the schematic design, the Consultant shall proceed with design development to

more definitively describe the intent/scope of the Project, and indicating the appropriate division of the work of the respective

trades.

The design development submission shall include plan drawings, sections, elevations and details in such form and content

as may be necessary to reasonably define the various features of the Project; the format of such submission shall ensure

completeness and specificity for all construction items, services, and equipment required to complete the project, and shall

be developed to a quality and completeness to permit development of a complete reliable cost estimate

The design development package prepared by the Consultant shall include but not be limited to:

3.2.1 Design Development Criteria and Submission Requirements

The design development documents shall consist of, but not be limited to: the site plan, demolition plans, foundation plans,

floor plans, roof plans, building elevations, building sections, interior elevations, typical/special sections mechanical and

HVAC plans, low voltage, gas and vacuum, equipment and fixture schedules, casework details, furnishings plans and

schedules, finish schedule, typical/special details, sections, structural plans, electrical plans including lighting,

communications, power and signal systems, drainage plans, plumbing plans and roofing and paving details, and shall

include further developed specifications and schedules.

The drawing shall include designs for all necessary demolition and removal of existing structures and/or rehabilitation or

reinforcement of any existing structures. Demolition and removal work must be provided for all effected trades, be

designed in accordance with applicable legal requirements and must be coordinated with other construction, parking and

business activities in and surrounding the project area.

The drawings shall include designs for all new or rehabilitated substructure elements of the Project, if required, and all

substructure and building elements must be designed in accordance with the design standard loadings and expected life

of the Project as approved by the Corporation and other required agencies.

The drawings shall include designs for utilities, including but not be limited to new or relocated lighting, drainage and water

and/or electrical service, and shall include site design for curbs, sidewalks, accessible ramps, lighting, planting, as well as any

appropriate amenities, such as seating, plantings, or other elements on the site. Drainage shall be accommodated as

necessary and agency requirements.

Signage designs which shall include all interior signage as required by code, to obtain a Certificate of Occupancy from

DOB and/or approval by the DOH as well as basic room identification and program signage as required by the Corporation,

and if required by the existing building tenant, including any exterior signage that may be required by the Corporation. The

lay-out of the signage shall include information provided by the Corporation (or proposed to the Corporation by the

Consultant), and shall include proposed materials, colors and letter type. Materials shall be evaluated on the basis of

durability, maintenance and cost.

The consultant shall prepare and submit and updated design/construction Microsoft project schedule, ISLM and phasing

plan, and preliminary ISLM plans for each phase of construction, and preparation of preliminary specifications for the work

in a format approved by the Corporation.

The Consultant shall identify and list any elements of the design development documents that require maintenance and

provide an estimate of the anticipated costs to maintain each element, and shall consider alternative materials, systems

and equipment for the Project based on their appropriateness, cost, ease of maintenance and esthetics and with regard

to the design objectives of the Project Team and other agency requirements.

All layouts shall be subject to the approval of the Corporation and shall be revised as required by the Corporation or

regulatory agency.

3.2.2 Design Development Agencies Having Jurisdiction

The Consultant shall make presentations to community groups as directed by the Corporation, and shall process the

design development documents for review or approval by all required agencies and utilities including but not limited to:

Design development documents that optimize energy conservation shall conform to the New York State Energy

Conservation Code, latest edition, and to the United States Occupational Safety and Health Act (“OSHA”).

Design development documents shall conform to NYSDEC and DEP guidelines for storm water discharge.

Design development documents shall conform to the requirements of Local Law58 (1987) of the City of New York (“LL 58”)

and the Americans with Disabilities Act, and LL86, Green Building Law.

The design development documents shall comply with the 2010 AIA Healthcare Guidelines and NFPA 2000.

3.2.3 Design Development - CON Submission

At the conclusion of design development, the contract documents shall reflect the 30% design completion required for the

New York State Department of Health Certificate of Need (“CON”), submissions. The Consultant shall assist with

preparation required for filing the CON, and regulatory files required by other agencies.

If requested by the Corporation, for an allowable additional cost, the Consultant shall retain a professional architectural

renderer to produce a perspective rendering of the principal elevation of the building of the approved preliminary design.

This rendering shall become property of the Corporation.

3.2.4 Design Development - Cost Estimate, Approval and Final Submission

The Consultant shall further develop the cost estimate, project schedule and phasing plan. The estimate shall indicate

item numbers (to be manufacturer and model number, when available), item descriptions, unit quantities, unit prices

based on the best available information, sub-totals and totals, and shall demonstrate the project can be constructed in

with the Project’s available funding.

The Consultant shall submit one electronic and six complete sets of design development documents to, including half size

sets of drawings, specifications and cost estimates to the Corporation for review and shall provide all additional information

and documentation, and incorporate all changes requested. After the design development submission has been approved

by the Project Manager, the Consultant shall submit these documents for approval to all regulatory agencies having

jurisdiction over the work.

3.3 Construction Document

Upon acceptance by the Project Manager of the design development submission, the Consultant shall proceed with the

preparation of the construction contract documents The construction contract document submission shall include complete

and detailed drawings and specifications, cost estimate, project schedule, and other items required for bidding purposes,

including a preparation of the detailed bid form with unit prices

Preparation of the construction contract documents submission package shall consist of but not be limited to:

3.3.1 Construction Documents Criteria and Submission Requirements

The Consultant shall prepare the contract documents in a manner and form that enables the Corporation to award the

necessary contract(s) for construction of the Project following approval by the Corporation of the final design and after

the Consultant has acquired the required written approvals from all required agencies and utilities. The contract

documents shall include final drawings and specifications. The final drawings and specifications shall include, but shall

not be limited to, space plan drawings, schedules, sections, adequately defined/dimensioned details, and specifications

in the format of the Construction Specifications Institute, to enable prospective bidders to make accurate and reliable

estimates of the quantities, quality and character of labor and materials required for the project elements including any

fixtures, appliance, moveable equipment, and other equipment or specialty items that are essential for the project’s intended

use.

The Consultant shall consolidate the contract documents into one fully developed and fully coordinated contract

package that will contain all information required to construct the Project, including all addenda, bid sheets,

specifications and Supplemental General Conditions. The Consultant may be directed by the Corporation to develop

early bid packages and issue separate interim drawing sets at no additional cost to the Corporation, and to prepare

contract documents in such form and content as may be required to enable the Corporation to award separate prime

contracts, a general construction contract, or contracts that complete a specific phase or phases of the project. All

phasing requirements and work hour restrictions shall be resolved with the facility and included in the construction

documents.

The Consultant shall make all modifications, and provide any additional information/documentation required by the

Corporation or agencies whose approval is required by law and shall submit the consolidated contract documents for

approval in writing to all applicable agencies. All documents submitted to the Corporation for final acceptance and all

drawings shall bear evidence of approval and be accompanied by all necessary applications, certifications or permits of all

City, State or Federal agencies having jurisdiction over any phase of the work.

If required by the project or the Corporation, the Consultant shall include drawings and specifications for: asbestos

and/or contaminated soil removal, ISLM, special inspections/material testing, sustainability, general conditions and

ISLM, will be provided to the Consultant by the Corporation and incorporated by the Consultant into the final contract

document package, and will include on a timely basis any permit applications or other agency and filings required by

law.

3.3.2 Construction Documents - Coordination & Constructability

The contract documents shall be coordinated so as to preclude, insofar as possible, the necessity for design

changes, adjustments or change orders during construction. It shall be the responsibility of the Consultant to fully

coordinate the design of the architectural, landscape architectural (if any), structural, HVAC, low voltage, gas and

vacuum, plumbing, electrical, fire protection, security work, existing conditions, existing and new utilities to be

provided to new and/or existing equipment to remain so that construction conflicts among and within the trades will

be avoided. The coordination shall ensure the maintenance of the integrity of the final design. Composite drawings

shall be produced to show the work of each trade in areas involving the work of more than one trade where

necessary for clarity and shall contain sufficient detail and notes to enable a full understanding of the constructability

of the project including but not limited to: logistics of demolition, removals, rigging, scaffolding and other means and

methods required for the construction. The Consultant will be required to prepare, at no additional cost to the

Corporation, any supplemental drawings and/or specifications necessary to resolve interferences caused by

inadequate design or coordination of the contract documents.

3.3.3 Construction Documents – Misc., Equipment, Schedules, Details

The contract documents shall include drawings, specifications and detailed schedules required for all fixtures,

hardware, equipment, appliances, signage, special connections, movable partitions and other specialty items or project

specific products that are essential and required for the Project’s intended use.

The c ontract d ocuments shall include finish schedule, including the specific material/paint, location, manufactures

specification and color. The Consultant shall provide sufficient details as determined by the Corporation.

3.3.4 Construction Documents - Cost Estimate, Approval and Final Submission

The Consultant shall prepare and submit to the Corporation a pre-final and final estimate of the total construction cost of

the Project based upon the final drawings and specifications for all work necessary to complete the Project, including

quantities, unit prices, items of work, trade labor costs, add/deduct alternates and all other values for all items required

to construct the project. The estimate shall be in a format approved by the Corporation, and shall provide estimated

costs for materials and labor required for each item. The pre-final estimate shall be submitted to the Corporation

approximately six weeks prior to the securing of all final approvals by applicable Agencies and Utilities, and shall

include all elements that are to be included in the final estimate of costs and represent approximately 95% completion

of the contract documents. The itemized estimate of costs shall be inclusive of unit pricing, quantities, and other details

in a format established to replicate the bid form.

The final estimate shall include a summary of estimated costs required to complete project, and a trade breakdown

containing items of work, quantities, unit prices, and estimated labor costs for each trade or specialty. When alterations as

well as new buildings or additions to existing structures are involved in the same contract, estimates shall be separated

accordingly.

In addition to the preliminary and final estimates of cost required to be submitted by the Consultant, the Consultant shall

maintain current information relating to the estimated cost of the project during the design period and shall inform the

Corporation promptly in writing of any significant changes in such estimated cost due to market conditions or changes in the

scope or design of the Project.

If the Corporation so directs, the Consultant shall at its own expense, engage a competent cost estimating firm to prepare

cost data and required estimates of costs. The name of such firm shall be submitted in writing to the Corporation for

approval. A cost control program shall be maintained throughout the course of design.

The Consultant shall submit one electronic and six complete sets, and one mylar version of final contract documents to

the Corporation for review, and shall provide all additional information and documentation, and incorporate all changes

as requested. All final documents shall be submitted in clear legible form, properly collected and ready for reproduction

Final Contract Documents shall not be deemed to have been accepted until the Corporation has notified the Consultant

in writing.

4 BID SERVICES

The Consultant shall assist the Corporation during the bid stage of the Project. The Consultant shall submit required

documents for advertisement, attend pre-bid conference(s), examination of the site for prospective bidders, prepare minutes,

memorialize attendance, monitor inquiries, and provide information and direction to the Corporation for the prospective

bidders.

Other bid services shall consist of but not be limited to:

4.1 Bid Form Preparation

The Consultant shall assist the Corporation in preparation of the bid form/cost breakdown with adequate alternates, and

unit/equipment/labor costs to enable the Corporation to conduct post bid analysis/value engineering as may be required to

assure the approved scope of work remains with in the project budget.

4.2 Bidding and Supplemental Information

The Consultant shall attend bidder meetings, interpret constructions documents, prepare addendum, respond to RFI’s, and

any provide supplemental contract documents as required for clarifications or to answer questions presented by the bidders

in a uniform, timely manner.

The Corporation and the Consultant shall advise each other of any ambiguities or inconsistencies in the consolidated

Contract Document, and the Consultant shall investigate and respond to the Corporation with an analysis,

recommendation, and if required, and addendum to clarify the bid documents.

The Consultant shall assist the Corporation in the preparation and delivery of any addendum where the Corporation deems

that an addendum to the consolidated Contract Documents is necessary.

The Consultant’s response shall be uniform, comprehensive, and presented timely and in writing to the Corporation for

distribution.

4.3 Bid Analysis and Post Bid Cost Breakdown

The Consultant shall assist the Corporation in the review and analysis of the bids, attend bid openings, analyzing the

received bids and recommending the award of any contract and related matters.

The Consultant shall assist the Corporation in the review and analysis of the bids, including: providing a breakdown of all

items into proper budget codes, analyzing unit prices to determine the appropriateness of costs with respect to the

associated work items, determining apparent imbalances and any related matters.

To assure the scope of work submitted on the bid form has been comprehensively and appropriately reallocated on the final

cost breakdown submitted by the general contractor or contractor for each trade, the Consultant shall review, examine,

recommend adjustments and indicate its approval of the schedule of items and costs prepared by the contractor(s) on each

awarded contract and so as to prevent unbalanced value from being established as the basis for the contractors’ partial

payments

4.4 Post Bid – Construction Documents

The Consultant shall issue a conformed set of drawings to the construction manager or the Corporation at the completion of

the bidding process which shall include any information that was issued via addendum during the bidding process, or via

any agency comments, and/or as required to maintain budget.

4.5 Bidding and Design to Budget Requirement

If the low bids of all qualified and responsible contractors for the complete construction of the Project are in excess of

105% of the approved Final Estimate of Cost, to the extent necessary as determined by the Corporation, to bring the total

construction cost of the Project within the approved final estimate of cost, the Consultant shall revise all or any part of the

Project that the Corporation may deem advisable after review with the Consultant. Notwithstanding any other provisions

of this Agreement, such revision or redesign shall be performed by the Consultant without additional compensation or

reimbursement of costs therefore

5 PRECONSTRUCTION SERVICES

The Consultant shall attend pre-construction conferences scheduled by the project manager with successful bidders to

discuss such matters as schedule, mobilization, procedures, and equal employment opportunities.

6 SERVICES DURING CONSTRUCTION

If services are required during construction, the Consultant shall make periodic inspections of the Project, supplementing

inspections made by the Corporation or the construction manager, to ascertain that the construction work complies with the

intended design, to provide clarifications, to record proceedings, and to assist with inspections and close out.

6.1 Meetings, Site Visits, Conflict Resolution

The Consultant shall attend project meetings as required by the Corporation, and shall record proceedings to memorialize

exchanged information or inquiries related to design, code compliance, agencies having jurisdiction, conflicts disputes, third

party law suits, or other project related matters familiar to the Consultant.

6.1.1 Job Meetings

The Consultant shall attend scheduled job meetings as required by the Corporation and shall record and resolve

issues that may arise during the construction of the Project including but not limited to: assisting with mobilization or

other preconstruction issues; assessing the progress of the work; interpreting the construction documents; resolving

problems which may arise at the job site

6.1.2 Periodic Site Visits

The Consultant and each sub-consultant shall make periodic site inspection to ascertain that the construction work is on

schedule and complies with the approved documents. Site visits shall occur once per month unless otherwise directed by the

Corporation. Site visits shall ensure that the construction work in place conforms to the design intent, future work is properly

coordinated, and the project is being constructed in accordance with the design documents and specifications. The

Consultant shall notify the project manager of any discrepancies, and shall issue interpretation and clarifications of the

contract documents if requested by the Corporation or their agents, and shall coordinate any work changes, and promptly file

formal reports of each site visit. Periodic site visits shall be in addition to attending regularly scheduled job meetings or

performance of other work specified herein.

6.1.3 Conflicts and Disputes

The Consultant shall assist the Corporation in resolving conflicts caused by field conditions, inadequate coordination, or

design errors or omissions, and at the request of the Corporation, the Consultant shall prepare analyses and reports relating

to disputes that may arise regarding the intent and/or interpretation of the construction documents. The Consultant shall

prepare supplemental drawings, specifications and other documents as may be necessary to clarify the intent of the contract

and to resolve conflicts in the construction documents, without any additional compensation.

6.1.4 Third Party Suits

Should any claim be made or any action brought against the President or the Corporation relating to the design or

construction of the Project herein, and the Consultant is named as a co-defendant, the Consultant shall diligently render to

the Corporation, without additional compensation, all such assistance which may be required by the President.

6.2 Submittals

Upon award of the construction contracts by the Corporation the Consultant shall become familiar with the required

submissions and review dates for shop drawings, coordination drawings or material/sample submission approvals required

for the project.

6.2.1 Submittal Logs

The Consultant shall prepare the Submittal Log Form for use by the Contractors, and shall collect, review, and collate the

submittal requirements into a comprehensive Submittal Log. The Consultant shall submit to the Corporation a complete

listing of shop drawings, product/equipment specifications and/or material samples required for each construction contract

including the names of contractor/subcontractors, title of the required submission, receipt/distribution/return dates,

disposition and approval information, and any other information that will clearly provide the Corporation with the progress of

shop drawings. The Consultant’s log shall include any required drawings of sheeting, bracing and underpinning, and

coordination drawings submitted for work to be performed by all trades

The log shall be updated and submitted to the Corporation on a bi-weekly basis and shall be revised/re-issued as required to

accurately record the list of shop drawings, samples, and material approvals required to complete the project.

6.2.2 Submittal Review

The Consultant shall promptly and systematically review all shop drawings and material samples to determine if they are in

accordance with the design and construction contract documents and specifications prepared by the Consultant, and shall

provide a written disposition noting any changes to shop drawings or samples that do not conform to the contract drawings

or specifications, checking, return for correction, resubmission and final approval or if re-submission is required for approval

or for record. The Consultant’s review shall include a review or distribution for review any required drawings of sheeting,

bracing and underpinning, and coordination of work to be performed by all trades

6.2.3 Corporation Review of Submittals and Project Schedule

The Consultant shall inform the Corporation of any delays in the submission of shop drawings or samples and their impact

on the schedule, and the Corporation shall have the right to review the shop drawings and samples, including any color

schedules, prior to acceptance by the Consultant

6.3 Testing and Inspections

The Corporation reserves the right to request inspections and/or select samples for testing/approval by the Consultant of any

or all materials required to construct the project. Consultant shall advise the Corporation regarding:

6.3.1 Material Tests/Mock Ups

When required by the project, agency having jurisdiction, or Sub-Consultant, the Consultant shall require, specify, and

review the results of samples or materials tested to ensure performance prior to approving same for use in the Project.

When require by the project or requested by the Corporation the Consultant and shall visit the site and/or off-site locations to

review preliminary samples and/or mock-ups.

6.3.2 Controlled Inspections

As required by the project, sub-Consultants or agencies having jurisdiction, the consultant shall provide the Corporation with

a list Controlled Inspections required for the project.

6.4 Requests for Information (RFI’s)

All RFI’s are presumed to have a schedule or cost impact on the project, and as such shall be properly logged for the record

by the Consultant.

6.4.1 RFI Logs

The Consultant shall prepare, monitor and log of all requests for information. The log shall include the name of the contractor

submitting the request, the date the request was submitted a brief description of the information requested, the entity from

whom a response is required; the date by which the information must be received, and any impact on the project cost or

schedule.

The Consultant shall submit an updated to the Corporation on a bi-weekly basis

6.4.2 RFI Responses

Unless otherwise directed by the Corporation, the Consultant shall respond to all requests for information and respond in

writing within ten (10) working days. The response shall include details, specification and/or other graphic material required

to fully clarify/resolve the issue, and shall identify schedule impact, potential change orders that require further resolve and/or

approvals by the Corporation. All RFI responses are to be electronically maintained and distributed by the Consultant.

6.4.3 Informal RFI Responses by the Consultant

For issues that require an immediate response and have no impact on cost or schedule, the Consultant shall issue interpret,

clarify the Contract Documents and/or provide field direction as requested by the Corporation, contractor or Construction

Manager.

6.5 Changes, Change Orders, and Contractor Applications for Payment

If requested by the Corporation, the Consultant shall issue clarifications of the Contract Documents and/or coordinate

any work changes. As work changes issued by the Consultant may result in additional money or time required to

complete the project, and as the Corporation shall be required to review and/or approve change orders submitted by the

construction contractors, the Corporation may consult with the Consultant prior to the issuance/approval of change

orders.

6.5.1 Change Log/Change Orders

The consultant shall maintain a log of all changes in accordance with procedures required by the Corporation. The log shall

include the date the change was requested, the scope of work required, the estimated cost of the change and any schedule

impact. The Consultant shall include an order of magnitude value and recommendation for each change and/or change

order associated with the project. The Consultant may be required to review, provide comments and/or sign change order

recommendations related to the project.

6.5.2 Changes Due to Inadequate Documentation

In resolving conflicts caused by design errors or omissions, inadequate coordination of construction documents, field

conditions, or to provide further clarification for an RFI, the Consultant, without additional compensation, shall prepare scope

of work, sketches and specifications and an estimated value for the change, and shall log changes in accordance with

procedures required by the Corporation.

6.5.3 Program Changes-Construction Change Directive/Bulletin

At the discretion of the Corporation, to address field conditions or accommodate a Program Change, the Consultant shall

prepare a Construction Change Directive or Bulletin which provide changes and required coordination for all trades.

Depending on the source of the change, the consultant may, after discussion with the Corporation, request/receive addition

compensation for these services.

6.5.4 Cost Breakdown and Contractor Applications for Payment

The Consultant shall promptly examine, recommend adjustments, and provide a final approval of the Contractor’s Cost

Breakdown submitted for the General Contractor or Contractor for each trade. The Consultant shall exercise good judgment

shall approving such costs to assure the Scope of Work presented on the Cost Breakdown is comprehensive, and to prevent

unbalanced values from being established as the basis for partial payments to the contractors. At the request of the

Corporation, the Consultant shall review the Contractors Application for Payment to assure the payments applied for

accurately represent the work in place or in progress by the Contractor.

6.6 Final Submissions and Close-out

The Consultant shall assist the Corporation and or Construction Manager with final submission, inspections, pre-occupancy

and close out requirements.

6.6.1 Final Inspections and Punch List

Prior to final acceptance by the Corporation, the Consultant shall participate in a final inspection of the work and prepare an

inspection report (Punch List) listing items remaining to be completed. The report shall be provided to the Project Manager

within ten (10) consecutive calendar days from the date of such inspection. The consultant shall provide additional

inspections at regular intervals until all items on the Punch List have been completed, and the final complete punch list

submitted.

6.6.2 Revised Drawings/As-Builts

During the course of construction, the Consultant shall monitor design changes that derived from field conditions or

directives, and periodically, revise and issue the construction documents to reflect the approved revisions. Revised

documents shall be clearly identify each change, the associated revision number, and date of the revision. Comprehensive

revise sets of drawings are to be issued to the field every 90 days. Upon completion of the construction, the Consultant

shall monitor this process for all sub-consultants and shall submit a final set of drawings that reflect the “as built” construction

in place.

6.6.3 Certificate of Occupancy/DOB Close Out

The Consultant shall assist the Corporation in obtaining the temporary/final Certificate of Occupancy, Certificates of

Completion and/or approvals by filing all amendments, revised drawings, as-builts, or other document preparation required

by the agencies having jurisdiction for final project Close Out.

6.6.4 Operations and Maintenance

The Consultant shall identify and list any and all elements of the design that requires maintenance, including, without

limitation, equipment, furnishings, signage, special lighting, paving, site furniture, landscaping and plantings and irrigation

to facilitate future maintenance requirements.

The Consultant shall prepare a maintenance manual for all maintenance items which shall be organized in an easily

comprehensible manner and shall include, without limitation, the following items: specifications for materials and

installation specifications; resources for replacement parts; a list, with all appropriate contact information, of the

manufacturer for each maintenance Item; catalog cuts, shop drawings, samples or other items, as appropriate, that

illustrate the selected materials and/or means and method of construction;

all applicable warranties;

“as-built” drawings as

supplied by the contractor.

Information from the manufacturer regarding the upkeep of maintenance Items including but not limited to: cleaning

methods and schedules; annual maintenance schedules and estimates of maintenance costs.

The estimates of maintenance costs, shall be separated into cost categories of: (1) a minimum level of maintenance

service, (2) good maintenance service and (3) excellent maintenance service.

The Consultant shall submit the maintenance manual to the Corporation for approval. After approval, the Consultant shall

prepare and deliver three final copies of such manual to the Corporation

7 PAYMENT FOR SERVICES

7.1 Payment for Design Services - Estimated Design Fee

When the method of payment for the performance of design services by the Consultant shall be through a design fee, the

provisions set forth below shall apply. In such case, the Work Order shall specify an estimated design fee.

7.1.1 Design Fee

For the performance of all required design services for the Project, as set forth below, the Corporation shall pay and the

Consultant shall accept a total design fee, the amount of which shall be calculated in accordance with Article 7.1.3 below

(the “Design Fee”). The Design Fee is deemed to include all costs and expenses incurred by the Consultant and/or its sub-

consultants in the performance of all required design services for the Project, including all expenses related to management,

overhead and any anticipated profit. Services included and services not included in the Design Fee are as follows:

The services that may be included in the Design Fee shall include without limitation the services set forth below:

a) Architectural design services

b) Structural engineering design Services

c) Electrical design services

d) Heating, ventilating and air-conditioning (HVAC)

e) Fire protection design services

f) Plumbing design services

g) Vertical transportation design services

h) Building information modeling (BIM) services

i) Cost estimating services

j) Services during construction

Services Not Included in Basic Design Fee: The services set forth below are not included in the Design Fee.

(a) Any service not listed above, or expressly excluded from the Design Fee as specified in the Work Order.

(b) The services set forth below.

(1) Lighting design services

(2) Interior design & furniture layout

(3) Pre-preliminary services

(4) Additional professional services

(5) Recalculation of fee

(6) Artwork fee

(7) Reimbursable services (reimbursement plus 5% mark-up)

7.1.2 Payment of Design Fee

The Design Fee shall be paid to the Consultant as follows:

Design Phase: For the performance of all required services in connection with the preparation of design documents for the

Project, the Consultant shall be paid 75% of the Design Fee. By Work Order, the Corporation may modify the deliverables

and percentages set forth below, however, upon written acceptance of the design documents by the Corporation, partial

payment of this amount shall be in accordance with the percentage breakdown set forth below:

(1) Schematic design documents 15% of the Design Fee

(2) Design development documents 20% of the Design Fee

(3) Final design documents 40% of the Design Fee

Partial Payments: Partial payments of the lump sum fee per deliverable set forth above may be made to the Consultant on

a monthly basis, based upon a determination by the Corporation that the Consultant is progressing the required work for the

deliverable in a satisfactory fashion and in accordance Contract Section 3.3.

Construction Phase: For the performance of all required services during construction for the Project, the Consultant shall

be paid 25% of the Design Fee. Partial payment of this amount shall be in accordance with the percentage of completion of

all required services during construction, as determined by the Corporation.

7.1.3 Calculation of Design Fee

The Design Fee shall be calculated as a percent of the total estimated cost of construction for the Project in accordance with

the fee curve set forth in the NYCH+H DESIGN FEE CURVE (the “Fee Curve”).

If the total estimate of the cost of construction falls between the dollar levels designated in the Fee Curve, the Design Fee

shall be interpolated on a straight line basis between the corresponding two dollar levels. The Design Fee calculated in

accordance with the Fee Curve may be subject to adjustment in accordance with the complexity and/or simplicity factors set

forth in Section 7.1.5.

For the purpose of applying the Fee Curve, the total estimate of the cost of construction for the Project shall be the total

estimate of the cost of construction of the Project approved in writing by the Corporation at the conclusion of design

development.

The Design Fee shall not be subject to adjustment for services performed during overtime hours.

For the purpose of applying the Fee Curve, the total estimate of the cost of construction of the Project shall not include any

costs or expenses in connection with the items set forth below.

a) Bonds, insurance, mobilization or special conditions for performance of the construction work.

b) New furniture and/or new equipment, unless the Work Order expressly provides otherwise.

c) Components of the Project involving food services, unless the Work Order expressly provides otherwise.

d) Existing equipment unless the Consultant is directed to re-use the existing equipment, and in such case, the

estimate shall include only the cost of relocating such existing equipment.

e) Components of the Project for which design services were paid for on a time card basis.

f) Components of the Project for which design services were provided by the Corporation

g) Reimbursable services, as set forth in SOW Article.

7.1.3.1 Out of Town Travel

Payment for out of town travel, as set forth in Article 3 of The Contract, shall be in accordance with the normal travel

allowances of the Corporation for its own employees as provided in NYCH+H OP 10-10 - Official Travel and Miscellaneous

Business Expenses.

7.1.3.2 Mark Up

The Consultant shall be entitled to a mark-up of 5% for its overhead and profit with respect to Reimbursable Services;

provided, however, the Consultant shall NOT be entitled to any mark-up with respect to:

(1) Out of town travel, (2) filing fees, (3) printing costs, and (4) expediting services.

7.1.4 Estimated Design Fee

For partial payment purposes until the completion of design development, an estimated Design Fee shall be calculated as a

percent of the total estimate of the cost of construction of the Project approved in writing by the Corporation at the

commencement of the preliminary design phase (the “Estimated Design Fee”). If the total of all partial payments made

against the Estimated Design Fee is more than the total Design Fee determined hereunder, the project manager shall deduct

and retain such excess out of any amount due and owing to the Consultant. If the amount due the Consultant is less than

the amount of such excess payment of the Design Fee, the Consultant shall be liable to pay the difference upon demand by

the Corporation. If the total of all partial payments against the Estimated Design Fee is less than the partial payments due to

date against the Design Fee determined hereunder, the Corporation shall pay such difference to the Consultant.

7.1.5 Complexity / Simplicity Factors

The Design Fee calculated in accordance with the Fee Curve may be subject to adjustment in accordance with the

complexity and/or simplicity factors set forth below. The application of such factors, as well as the percentage increase or

decrease in the Design Fee resulting from such application, shall be determined solely by the project manager.

Complexity Factors: If the Corporation determines that any of the complexity factors set forth below applies to the Project,

the Design Fee calculated in accordance with the Fee Curve shall be increased by an amount determined solely by the

Corporation. The total percentage increase in the Design Fee shall be the addition of the percentage increase for each

applicable factor. For each complexity factor that applies to the Project, the percentage increase shall not exceed the

maximum percentage increase set forth below.

Maximum Percentage Increase

(1) Renovations / Additions 15%

(2) Completeness of existing plans 10%

(3) Historic preservation design 15%

(4) Complex phasing 15%

(5) Special building type requiring expertise 15%

(6) LEED design 15%

(7) Landscape architectural design 10%

Total Percentage Increase Possible 95%

Simplicity Factors: If the Corporation determines that any of the simplicity factors set forth herein applies to the Project, the

Design Fee calculated in accordance with the Fee Curve shall be decreased by an amount determined solely by the

Corporation. For each simplicity factor that applies to the Project, the percentage decrease shall not exceed 10%. The total

percentage decrease in the Design Fee shall be the addition of the percentage decrease for each applicable factor.

Simplicity factors shall include, without limitation, the following:

(1) Site development work

(2) Maintenance work in areas not being altered

(3) Non-complex, repetitive work.

7.1.6 Additional Professional Services:

Payment for any additional professional services shall be on a time card basis, as set forth in Article 7.2 except as otherwise

provided below.

7.1.7 Increase in Project Scope

If the project manager directs the Consultant to perform additional professional services, payment for such services shall be

on a time card basis, as set forth in Article 7.2, except as otherwise provided below.

In lieu of the above method of payment for additional professional services, if the scope of the Project increases, the

Corporation may issue an additional Work Order to the Consultant, in which; (1) the Consultant is directed to perform the

required design services for the Project, including the increased scope, for a Design Fee, and (2) the Design Fee payable to

the Consultant is recalculated based upon the revised estimate of the cost of construction of the Project.

7.1.8 Fee Curve

The Fee Curve set forth below shall remain in full force and effect (1) during any extension and/or renewal of the term of the

this Agreement, and (2) throughout the time frame necessary to complete any Project for which a Work Order is issued to

the Consultant.

INTENTIONALLY BLANK

NYCH+H BASIC DESIGN FEE CURVE

The Fee Curve set forth below is based upon the cost of new construction work. For the purpose of applying the Fee Curve,

the total estimate of the cost of construction for the Project shall be the total estimate of the cost of construction of the

Project approved in writing by the project manager at the conclusion of design development.

TOTAL ESTIMATED CONSTRUCTION COST

DESIGN FEE AS A PERCENT OF AMOUNT OF

ESTIMATED CONSTRUCTION COST

$50,000,000

5.91%

$45,000,000

5.94%

$40,000,000

5.97%

$35,000,000

5.99%

$30,000,000

6.02%

$25,000,000

6.08%

$20,000,000

6.37%

$15,000,000

6.51%

$14,000,000

6.55%

$13,000,000

6.59%

$12,000,000

6.64%

$11,000,000

6.69%

$10,000,000

6.75%

$9,000,000

6.85%

$8,000,000

6.99%

$7,000,000

7.18%

$6,000,000

7.24%

$5,000,000

7.42%

$4,000,000

8.01%

$3,000,000

8.87%

$2,000,000

9.43%

$2,000,000

10.03%

$1,000,000

10.64%

$1,000,000

11.26%

$750,000

13.3%

$500,000

15.44%

$250,000

17.66%

$100,000

19.22%

Complexity Factors: If the Corporation determines that any of the complexity factors set forth below applies to the Project, the Design

Fee calculated in accordance with the Fee Curve shall be increased by an amount determined solely by the Corporation. For each

complexity factor that applies to the Project, the percentage increase shall not exceed the maximum percentage increase set forth below.

The total percentage increase in the Basic Design Fee shall be the addition of the percentage increase for each applicable factor.

Maximum Percentage Increase

(1) Renovations / Additions 15%

(2) Completeness of Existing Plans 10%

(3) Historic Preservation Design 15%

(4) Complex Phasing 15%

(5) Special Building Type Requiring Expertise 15%

(6) LEED Design 15%

(7) Landscape Architectural Design 10%

Total Percentage Increase Possible 95%

7.2 Payment for Time Card Services

7.2.1 General:

The project manager shall establish a maximum fee for services to be performed in each phase of the work to be completed

on a Time Card basis, as defined below, and said amount shall be paid upon acceptance of the work by the Corporation and

the Work Order shall specify an allowance for any such services (“Time Card Services”). Such allowance is established for

payment to the Consultant for the performance of services by those individuals who have been assigned to the Project and

are identified in the staffing plan approved by the Corporation (the “Assigned Employee”).

For work to be calculated on a time card basis, the provisions set forth below shall apply.

The Consultant shall not be entitled to payment for:

a) any Principal(s), and

b) any individual not included in the approved staffing plan.

7.2.2 Staffing Plan

If the method of payment for the performance of services or any portion thereof, is on a Time Card basis, a staffing plan must

be established and approved by the Corporation prior to commencement of the Consultant’s services. Such staffing plan

must specify the individuals designated for the performance of services and an “All-Inclusive Hourly Rate,” as defined below

for each specified individual. Each specific individual identified in the approved staffing plan shall be considered an Assigned

Employee for the purpose of payment hereunder.

7.2.3 All-Inclusive Hourly Rates

An “All-Inclusive Hourly Rate” for each Assigned Employee shall be reflected in the Staffing Plan. Such All Inclusive Hourly

Rate shall be the rate set forth in Schedule C – All-Inclusive-Hourly Rates for the title for which the project manager

determines the Assigned Employee meets the minimum requirements. Such All-Inclusive Hourly Rate shall apply to all

hours during which an Assigned Employee performs services for the Project on a Time Card basis, including non-regular

business hours. No increase in such rate shall be provided for services performed during non-regular business hours. Such

All-Inclusive Hourly Rates shall be deemed to include the items set forth below.

a) All expenses incurred by the Consultant and/or its sub-consultants in the performance of all required services

for the Project on a Time Card basis

b) All expenses related to management and oversight, including, without limitation, any time spent by principals

performing such duties

c) All expenses related to overhead and any anticipated profit

d) All expenses in connection with providing the non-reimbursable items and/or services set forth in Article 3 of

The Contract.

7.2.4 No Payment for Principals

The Consultant shall not be entitled to payment for a principal’s time performing oversight or management duties. This

prohibition on payment for a principal’s time shall not apply if the following criteria are met: (1) the Consultant has been

directed to perform services on a Time-Card basis; (2) the principal is qualified to perform services in accordance with one of

the titles set forth in Schedule C – All-Inclusive-Hourly Rates; and (3) the principal is included in the approved Staffing Plan

for such title.

7.3 Payment for Reimbursable Services

7.3.1 General

The project manager shall establish a maximum fee for services to be performed in each phase of the work. This amount

shall be paid upon acceptance of the work by the Corporation. When the Consultant provides reimbursable services, the

provisions set forth below shall apply. In such case, the Work Order shall specify an allowance for reimbursable services. In

providing reimbursable services, the Consultant shall comply with all terms and conditions set forth in the Contract Article 3

including utilization of the method of procurement and form of payment directed by the project manager. If so directed, the

Consultant shall conduct a competitive bid and/or proposal process for the specified reimbursable service. In general, such

competitive process will be required if the cost of the specified reimbursable service exceeds $5,000.

7.3.2 Payment

Payment for reimbursable services (except for long distance travel) shall be as set forth below.

(a) If payment is on a lump sum basis, payment shall be based upon the percentage of completion.

(b) If payment is on a unit price basis, payment shall be based upon the number of completed units.

(c) If payment is based on actual cost, payment shall be the actual and reasonable cost, as indicated by receipted bills or

any other data required by the project manager.

7.3.3 Payment to Sub-consultants/Subcontractors

Commencing with the fee payment made pursuant to the submission of Payment No. 1, the Consultant shall within thirty

days of receipt of pay its sub-consultants/subcontractor an amount equal to the percentage of the Design Fee requested

from the Corporation that is due and owing to said sub-consultants/ subcontractors.

END OF DOCUMENT

APPENDIX “B”

SCOPE OF WORK – SPECIFIC SERVICES FOR AE/MEP DESIGN

GENERAL

The Architectural Consultant or MEP Consultant as the lead consultant is responsible for all aspects of the design management,

leadership and coordination of the design team whether or not sub-consultants are retained

ARCHITECTURAL DESIGN

The Architectural Consultant shall be responsible for providing cost effective, feasible architectural designs and contract documents, and

administrative services described sections below. The Architectural Consultant as the lead consultant is responsible for all aspects of

the design including the services of sub-consultants. Consultant services included below shall be included in Architectural Design

Services, with sub-consultants retained at the discretion of the architect:

a) Conduct Project programming and program monitoring

b) Attend bi-weekly and/or weekly conference calls, issue meeting summaries to the Project Team for all such meetings

c) Prepare, monitor and update the Project schedule and cost estimate, review and provide comments on any third party schedules

or cost estimates, and distribute minutes, schedule, estimate, electronic base sheets, and other Project data to the Corporation, sub-

consultants, and contractors.

d) Prepare Contract Documents, oversee design documents prepared by sub-consultants, as required to assure all design

drawings are properly coordinated and in conformance with all agency regulations and legal requirements.

e) Provide renderings as required to illustrate the Project as reasonably required.

f) Assist the Corporation in seeking required approvals and permits, including presentations to the Borough Presidents’ Office,

the Mayor’s Office, Community Boards and/or the Board of Standards and Appeals, and any agencies having jurisdiction, including

but not limited to the Landmarks Preservation Commission, NYPD, FDNY and DOH. Included shall be a minimum of three

meetings/presentations to agencies having jurisdiction; should additional meetings be required, the Consultant shall be entitled to

additional compensation.

g) Assure the incorporation of LL 86 design requirements into the Contract Documents, including a list of energy incentive

programs, such as NYSERDA programs, that could be practicably implemented as an alternative energy fuel source for energy

efficiency, or additional funding/grants that may be applicable and benefit the Corporation.

h) Assure that the Project is properly staffed by the Consultant and sub-consultants to assure all requests for information, shop

drawings, field conditions, response to unforeseen conditions, change orders such that time sensitive matters can be addressed

in a timely basis to avoid delays. The Consultant shall comply with personnel changes requested by the Corporation for a reason or

no reason.

i) Prepare signage for the Project, fencing, and way finding system. Prepare and coordinate phasing, ISLM and safety plans as

required throughout the duration of the Project.

ARCHITECTURAL LANDSCAPE AND SITE DESIGN

The Architectural Landscape Consultant shall cooperate, participate and comply with the tasks required of the architect/design team

leader by the Corporation, and shall provide relevant Contract Documents and services including but not limited to the following:

a) Prepare Contract Documents as required for construction.

b) Prepare cost effective, feasible architectural landscape designs and contract documents for site work/exterior open space

design including layout, fine grading, material/fixture selections, exterior pavement details, steps, walls, curbing, and site specialty

elements including the design of architectural elements such as fences, free standing walls, railings, bollards, fountains, furniture,

planting urns/pots, trash receptacles, drinking fountains, planting/planting areas and irrigation, surface drainage, and any other site

features that may be included or will be effected by the construction of the Project.

CIVIL ENGINEER

The Civil Engineering Consultant shall cooperate, participate and comply with the tasks required of the architect/design team leader by

the Corporation, and shall provide relevant Contract Documents and services including but not limited to the following:

a) Prepare cost effective, feasible civil designs and contract documents including but not limited to documents for: site

connections and related utility work, utility plans, drainage design including site drainage systems and utility plans

and details as required for water, sanitary sewer and storm drain connections at the Project site, and relocation of

existing utilities, and provide construction administration work as may be needed by for site work and/or utility

connections/contracts/subcontracts.

b) Assist with the preparation of demolition Contract Documents, and contract administration as may be needed for

site specific demolition work.

c) Provide “Builders Pavement” plans in conformance with all DOT regulations.

d) Coordinate drawing, approvals and inspections with all agencies having jurisdiction including but not limited to

DEP, public utilities and FDNY.

e Provide any energy incentive programs, such as NYSERDA programs, that could be practicably implemented as an alternative

energy fuel source or result in energy efficiency for the Project. Incorporate LL 86 design requirements into the Contract

Documents; with FDNY representatives to discuss standards and details, with review comments to be incorporated into the

design.

STRUCTURAL ENGINEER

The Structural Engineering Consultant shall cooperate, participate and comply with the tasks required of the architect/design team

leader by the Corporation, and shall provide relevant Contract Documents and services including but not limited to the following:

a) Prepare cost effective, feasible structural designs and contract documents that include seismic studies/design

considerations, and comply with LL86 as required to resolve building/project structural systems or provide required

shielding.

b) Prepare design and contract documents for all Project elements that require structural design, review/approval

including but not limited to: all on-site retaining walls, stairs, ramps, and other exterior improvements;

foundation systems/prefabricated concrete, precast structural elements, case in place concrete/masonry walls

(including embedded items and required sheathing and underpinnings); elevator pits, rail support, hoist beams

and sills; all superstructure building elements, column, beams, slabs and systems; free standing flagpole/lamp

curb/paving/stairs dunnage and foundations; and all connections/interfaces with existing and new structures;

equipment hoisting or suspension systems.

c) Review existing façade conditions and include LL11 design/repair requirements; provide curtain wall design and/or

review/recommend curtain wall interface with existing façade; review structural requirements for new curtain wall if

provided by others.

CURTAIN WALL CONSULTANT

The Curtain Wall Consultant shall cooperate, participate and comply with the tasks required of the architect/design team leader by the

Corporation, and shall provide relevant Contract Documents and services including but not limited to the following:

a) Prepare cost effective, feasible curtain wall designs and contract documents that include a review and evaluate the

condition of the existing exterior building enclosure system and components including curtain wall, windows,

storefronts, panels, precast granite, marble, brick based upon observations at the site from the ground and any

accessible roof levels, ; and review of any previous studies, reports, architectural drawings or shop drawings, or

other relevant documents that relate to and or effect the design and construction of the new/rehabilitated curtain

walls required for the Project.

b) If required by the Corporation or lead consultant, the Curtain Wall Consultant shall provide all BIM

information/design.

MECHANICAL/ELECTRICAL/PLUMBING (“MEP”) ENGINEER

The MEP Consultant shall cooperate, participate and comply with the tasks required of the architect/MEP consultant as the design team

leader, by the Corporation, and shall provide relevant Contract Documents and services including but not limited to the following:

a) Prepare cost effective, feasible MEP designs and Contract Documents that comply with LL86, authorities having

jurisdiction, and all other legal requirements for the required new or rehabilitated mechanical systems, including:

electrical layout, power design, including power to all mechanical systems, power and electrical design and layout

including risers, , transformers, vaults (if not controlled by utility companies), buss duct design, and low voltage;

heating; ventilation; air conditioning; fire protection; plumbing; and medical gas as required for the Project.

b) Provide design and layout of conduit, junction and various associated device boxes for security system,

telephone systems, computer and television systems, with the systems to be provided by other contractors;

design and layout of the electrical systems required for any DOT Division of Street Lighting street lighting

approvals.

c) Provide design and layout of all interior lighting and associated photometric calculations; .

d) Provide design, investigation, and layout of all MEP shared services between existing and new systems/structures.

e) Plan coordination with local utilities, and provide guidelines/checklists for required inspections, reviews/approvals

for agencies having jurisdiction.

LEED / INTEGRATED GREEN DESIGN CONSULTANT/SERVICES

The LEED/Green Design Consultant/Services shall cooperate/include all tasks required of the architect by the Corporation, and shall

provide relevant Contract Documents and services including but not limited to the following:

(a) Advise on LL 86 issues and develop strategies to ensure that the Project meets all LL 86 requirements, and prepare contract

documents required for construction.

(b) Identify/prioritize green guidelines that relate to sustainable infrastructure, and determine the applicable LEED standard,

proposed credits or other rating systems that could be utilized within the specific constraints of the Project including site

restrictions, proposed use, development goals and budget.

(c) Assist with the selection/development of building techniques, strategies/opportunities that relate to sustainable infrastructure,

including proposed credits and LEED certification, and provide assistance with LEED certification, document preparation, task

management and scheduling of submissions, including but not limited to state and federal green building incentive

applications, and documents required for filing and construction.

d) Review and evaluate development site plans, building designs, modeling analyses and/or energy audits, and provide

recommendations for cost-effective high-performance techniques and strategies, and/or propose design alternatives to

maximize green design potential, and develop a green building cost benefit analysis to support recommended designs/goals.

e) Provide technical support in the development of educational and outreach materials as required to complete energy

performance modeling and building optimization.

f) Prepare all file submissions and uploads to United States Green Building Counsel (USBGC); coordinate all responses to

USBGC inquires; register, track and provide Green Building commissioning services as required to obtain LEED certification

from the United States Green Building Counsel.

LEED COMMISSIONING AGENT

The LEED Commissioning Agent (“LCA”) Services shall be performed according to the v3/LEED 2009 (or current version), and shall

provide the following:

Design Stage

a) Assemble a commissioning team, hold a scoping meeting and identify responsibilities.

b) Provide a “Preliminary Commissioning Plan” during the planning phase and as the project proceeds fill in additional

details including team member responsibilities and directory, communication structure, the specific systems and equipment

to be commissioned and the commissioning process schedule, and before any design work is done, facilitate program review

meetings at the beginning of each phase, and schedule and lead commissioning meetings as needed.

c) Assist and review the development and updating of the Project requirements and basis of design after each design

review submission

d) Review Project requirements and basis of design documentation for clarity and completeness, and perform focused

reviews of the design, drawings and specifications at various stages of development with the coordination of commissioning

services during design development, and monitored through design development and contract document phases.

e) Review the Project specifications and provide comments and additional language, as needed, to the contractor

qualifications, submittal requirements, test, adjust and balance specifications, training requirements and O&M and system

manual requirements, and coordinate a controls integration meeting where the Design Team and the LCA discuss

integration issues between equipment, systems and disciplines to ensure that integration issues and responsibilities are

clearly described in the specifications.

f) Develop full commissioning specifications for all commissioned equipment, coordinate/integrate the commissioning

specifications into the overall Project specification package. The commissioning specifications shall:

i. Include general commissioning requirements common to all systems and assemblies and a detailed description of

the documentation requirements, including: formats; alerts to coordination issues, deficiency resolution; construction

checklist and start-up requirements; the functional testing process; specific functional test requirements, including

testing conditions and acceptance criteria for each piece of equipment being commissioned

ii. Clearly indicate who s h ou l d witness and document the start-up of each commissioned system and who

should write, direct, conduct and document functional tests and regulatory-required tests, which may vary between

systems, especially between electrical and mechanical systems.

i i i. Provide language to enhance current Project specifications to ensure comprehensive controls submittals, full

control contractor accountability for documented point-to-point checkout and commissioning participation,

comprehensive test, adjusting and balancing, full contractor documentation of start- up and superior training and

O&M manual documentation.

iv. Write step-by-step functional test procedures and documentation formats for all commissioned equipment

and assemblies indicating test procedures including manual functional testing, energy management control system

trending and may include stand- alone data-logger monitoring.

g) Review the recommendations from the constructability review including but not limited to testing and commissioning,

Operations/Maintenance procedures/manuals for MEP, fire protection and life safety equipment/systems, and provide a

Preliminary Commissioning Plan/Schedule in preparation for the construction work.

Construction Stage

a) Coordinate and direct the commissioning activities in a logical, sequential and efficient manner using consistent

protocols and forms, centralized documentation, clear and regular communications and consultations with all necessary parties

to distribute frequently updated timelines, schedules and technical expertise.

b) Coordinate the commissioning work with the Design Team and Construction Manager to ensure that commissioning

activities are being incorporated into the master schedule. Revise, as necessary, the construction phase commissioning plan

developed during the design phase, including scope and schedule. Attend project meetings and conduct commissioning

meetings as needed, and record/distribute commissioning meeting minutes to the Project team.

c) Review coordination drawings to ensure that trades are making a reasonable effort to coordinate.

d) Review submittals applicable to systems being commissioned for compliance with commissioning needs, concurrent

with the reviews of the design team, Construction Manager and Corporation reviews.

e) Review requests for information and change orders for impact on commissioning and objectives of the Corporation.

f) Request and review additional information required to perform commissioning tasks, including O&M materials, contractor

start-up and checkout procedures. Before start-up, gather and review the current control sequences and interlocks and work

with construction contractors and the Project engineers until sufficient clarity has been obtained to be able to write detailed

testing procedures.

g) Develop an enhanced start-up and initial systems checkout plan with construction contractors for selected equipment, and

write and distribute checklists for commissioned equipment and/or systems.

h) Perform site visits, as necessary, to observe component and systems installation, and attend selected planning and job-

site meetings to obtain information on construction progress. Review construction meeting minutes for revisions and

substitutions relating to the commissioning process. Assist in resolving any discrepancies.

i) Document construction checklist completion, system start up, and water and air balancing by reviewing completed

construction, start-up and/or water and air balancing reports, and by spot checking during construction.

j) Coordinate functional testing for all commissioned systems and assemblies, and witness and document manual

functional performance tests performed by the Corporation or its agents for all commissioned systems and assemblies.

k) Witness HVAC piping pressure test and flushing, and/or any duct work testing or cleaning to be confident that proper

procedures are followed, and include such testing documentation in the commissioning record. Insure that tests on HVAC

equipment are executed, if possible, during both the heating and cooling seasons, however providing some overwriting of

control values to simulate conditions may be allowed.

l) Test and commission the fire protection and life safety systems pursuant to all legal requirements, and final acceptance

tests of all fire protection and life safety systems shall be witnessed by the design team leader, in conjunction with

FDNY or any other agency having jurisdiction. A certificate of occupancy will be requested when the Project’s code

expeditor has ensured that, to the best of their knowledge, all the fire protection and life safety systems have been

completed, inspected, successfully tested and approved and all outstanding fire and life safety deficiencies have been

corrected to afford a reasonable degree of safety to the building occupants from fire and similar emergencies.

m) Perform functional testing using conventional manual methods, control system trend logs, and readouts or standalone

data loggers, to provide a high level of confidence in proper system function, as deemed appropriate by the Corporation.

The functional testing shall include operating the system and components through each of the written sequences of

operation, and other significant modes and sequences, including start-up, shutdown, unoccupied mode, manual mode,

staging, miscellaneous alarms, power failure, security alarm when impacted and interlocked with other systems or

equipment. Sensors and actuators shall be calibrated during construction check listing by the installing contractors, and

spot-checked by the commissioning provider during functional testing.

n) Furnish and install temporary portable data loggers that will monitor up to twenty (20) points for needed system

points not able to be trended by the building automation system, and monitor system operation and performance for

selected data points for up to two (2) weeks by requesting trend logs from the building automation system after manual

testing and initial trouble shooting is complete. Then analyze p e r f o r m a n c e t r e n d l o g s a n d m o n i t o r data

to verify operation and performance and, coordinate re-testing and necessary until satisfactory performance is complete,

and the written report is issued. The time frame and monitoring points are guidelines, and may vary by project.

o) Maintain a master issues log and a separate record of functional testing. Report all issues through the Construction

Manager or Corporation as they occur. Provide written progress reports. If applicable, at the discretion Commissioning

Agent, commissioning/testing of some smaller equipment may be conducted by the Construction Manager or other

appropriate agent of the Corporation.

Systems and Assemblies to be Commissioned

The systems and assemblies to be commissioned includes but may not be limited to the

following list of systems: central building automation system; all equipment of the heating, ventilating and air conditioning

systems; scheduled or occupancy sensor lighting controls; daylight dimming controls and interior dimming system controls;

refrigeration systems; emergency power generators and automatic transfer switching; paralleling equipment if applicable;

uninterruptible power supply systems; fire protection and life safety systems (egress system, fire alarm system, fire detection

systems, fire suppression systems, smoke management systems, smoke removal systems, emergency lighting systems,

security/egress locking interface systems, elevator emergency recall operation, elevator emergency in-car operation); electrical

(service switch gear, switchboards, distribution panel boards, transformers, motor control centers, power monitoring and

metering, transient voltage surge suppressors, variable speed drives, grounding and ground fault systems, overcurrent

protective devices, low voltage busway, thermographic survey, electronic calendaring or directory, white sound system);

domestic and process water pumping and mixing systems; equipment sound control systems and testing; safety and

communication systems; paging systems; security system; irrigation; plumbing; vertical transport; conveyance; building

envelope including the different types of curtain wall assemblies (specify roofing, windows, doors, construction joints, etc.);

process instrumentation and controls; sustainability features/systems; lighting and lighting control systems and clock systems;

nurses call system; central medical alarm monitoring system; patient/resident entertainment system (bedside); and patient

wandering systems.

SURVEY ENGINEER CONSULTANT

The Survey Consulting Services shall cooperate and include all tasks required of the architect by the Corporation, and shall provide

relevant Contract Documents and services for Project required surveys including but not limited to the following:

Existing Condition/Laser Survey

a) Create accurate and comprehensive existing condition CAD drawings, constructed with layers in industry standard and

approved for use by the Corporation. The consultant shall be responsible for verification of existing conditions with an

accuracy of within 1/2” of actual conditions, utilizing laser and other available technologies, tradition data collections, , and

shall prepare existing conditions drawings including all field measurements and probes required to adequately document the

Project area.

b) Means and methods, existing source and reference materials to be utilized in compiling the information shall include but not

be limited to: existing topographic and utility surveys, zoning requirements and reports and/or proposals and documents filed

with agencies having jurisdiction for improvements in or adjacent to the Project area, and specific information and data about

the Project area including: historic background, existing tenants, adjacent community’s concerns, variances and other land use

concerns, commercial activity, spatial quality, site relationships and linkages, pedestrian and vehicular circulation and street

character; standards, guidelines and requirements of community, governmental, public and private organizations with

jurisdiction.

c) Note any conditions encountered at the site which may have impact on the successful completion of the envisioned final

design.

Subsurface Investigation

Provide all necessary subsurface investigation within the Project area for the purpose of developing design criteria and

assessing soil conditions relative to environmental and geotechnical concerns for the Project.

a) Determine the need, depth, location and quantity of any borings that shall be sufficient to satisfy foundation,

environmental and regulatory requirements utilizing the results of a plotted topographic survey as a base.

b) Prepare a boring plan to indicate the number and type of borings; contact all applicable agencies/utilities to determine that the

boring plan does not interfere with any existing facilities, such as sewers and other underground elements; present the plan to all

required agencies and obtain agency approvals to proceed with the borings; and upon approval by agencies having jurisdiction.

c) Make all necessary arrangements to retain a qualified contractor for the required borings including but not limited to:

preparation Contract Documents for the provision of the boring services; identify qualified prospective boring bidders; prepare

and solicit at least three responsible bids for the work; review and analyze bid proposals received for the boring services to

determine the adequacy of the equipment, technique and staffing proposed by each bidder; make recommendations related to

the award of the contract for boring work.

d) If approved or requested by the Corporation, award a contract to the lowest responsible bidder with all costs for the boring

procurement to be paid to the Consultant as an allowable additional cost for services that include but are not limited to:

coordinate and supervise the work of the contractor that provides the boring services; provide a qualified inspector to be

present at all times while the borings are taken; and retain the services of a qualified soils laboratory to classify the soil

obtained from all soil samples in accordance with the unified soil classification system.

e) Utilize the results of the subsurface exploration in preparing the design of all applicable phases of the Project work, and

prepare and provide boring logs, technical reports and drawings as may be required to assess the results of the subsurface

exploration and, as necessary or appropriate, integrate them into the design.

f) Upon written approval by the Corporation as an allowable additional cost award a boring contract to lowest responsible

bidder with all costs for the boring procurement to be paid to the Consultant as an allowable additional cost for services that

include but are not limited to: coordination and supervision of the contractor that provides the boring services; a qualified

inspector to be present at all times while the borings are taken; and a qualified soils laboratory to classify the soil obtained from

all soil samples in accordance with the unified soil classification system.

Topographic Survey

The Consultant shall prepare a topographic survey of the Project Area with vertical and horizontal controls through ground

survey methods, referenced to the appropriate NYC Borough with all elevations referenced to established borough

benchmarks. The survey information shall be developed and presented using the following parameters, scope and scale:

a) Horizontal locations shall be taken to the nearest tenth (1/10) of a foot; vertical locations (elevations) shall be taken to the

nearest hundredth (1/100) of a foot or as specified by the Corporation) longitudinally at fifty (50) foot stations, as measured

along the centerline baseline, and at all street intersections, building lines at intersections, front and back edges or ribbon

sidewalk, and at the edge of the property, as appropriate; spot elevations shall be taken at all street surface hardware locations,

steps/platforms, building entrances, first floors, garage floors, back of sidewalk at all entrances, ground elevations at building

entrances, traffic islands, parking aprons, intersections (as required), corner (with crosswalk) sidewalk quadrants,

storm/combined sewer inverts, at points giving the clearance from the roadway to the underside of overhead structures and as

otherwise required for design.

b) Plotted at the scale of 1 inch = 20 feet, unless otherwise directed by Corporation, with topographical contour lines plotted at

intervals of one foot with sufficient spot elevations to accurately describe the terrain, and locating all physical features within the

Project area, or adjacencies, needed to produce a comprehensive design, including, but not limited to, the following

information: Established building line lengths with interior angles, shed legal grades of all streets and legal widths of all

pavements, sidewalks and sidewalk areas; establish actual widths of all pavements, sidewalks and sidewalk areas;

identification of all streets, including paper streets, by name; identification of all plazas, malls and public areas; location, by

station and offset, of all roadways, edges of pavements, headers, curbs, drop curbs, pedestrian ramps, sidewalks, driveways,

distinctive/special sidewalk areas, bus stops, traffic islands and traffic channelization (permanent and temporary), trees

(including caliper and edge distance to existing curb), height of pier, ventilation tower, location of door openings and survey

monuments, with existing curbs, sidewalks and pavements identified by condition and type of materials; location, by station and

offset, and identification of all street hardware including, but not limited, to manhole cover castings, valve box cover castings,

catch basins, inlets, utility chamber covers, gratings and headwall; location, by station and offset, and identification of all

sidewalk hardware including, but not limited, to coal chutes, oil fills, cellar doors, under sidewalk drains, sidewalk elevators,

building sidewalk ventilation gratings, subway ventilation gratings, hydrants (high pressure, low pressure), street lights, traffic

signal poles, parking signs, parking meters, traffic control boxes, traffic controllers, traffic detectors, fire call boxes, police call

boxes, subway entrances and emergency exits, traffic stanchions, structural columns, monuments, newsstand kiosks, sidewalk

retail areas, areaways, decorative fences and railings, steps, walls, stoops, planting areas, and cellar windows at grade and

elevated subway supports and access stairs; location, by station and offset, of all columns and abutments for all grade

separation structures, pedestrian over-passes and vehicular/railroad structures; location, by station and offset, of all street

encroachments including, but not limited, to hedges, fences, grass areas, retaining walls, rock outcrops, steps and stoops;

location, by station and offset, of all surface drainage elements including, but not limited to, swales/ditches, brooks/creeks,

streams/channels, water courses, retention areas, headwalls and other drainage structures or appurtenances and all bulkhead

locations; location and identification of all abutting tax lots by lot and block numbers (including those encroaching into the

mapped right-of-way), as well as existing frontage lengths; location, by station and offset, of all fronts of abutting buildings,

including identification by house numbers, story height, entrances, building type and use; direction of traffic and the location and

type of all lane and crosswalk markings, including school crossing markings

c) All City-owned street hardware, including manhole covers and frames, inlets, catch basins, gratings, frames, curb pieces,

traffic signs, streetlights, meters and benches, shall be located by station and offset. The condition of each shall be noted and

the results presented in a tabular format; all manholes and inlets/catch basin structures located within the Project area shall be

located by station and offset, and each shall be visually inspected. The condition of each shall be noted and the results

presented in a tabular format. All trees located within the Project area shall be located by station and offset, the size and

caliper inches and condition of each shall be noted and the results presented in tabular form.

d) All measurements shall be in the United States Standard of Measurements except that legal mapped dimensions, base line

dimensions and stationing shall include metric equivalents in parentheses. All datum plane and coordinate systems shall be

that in use by the appropriate NYC Borough President’s Office

e) Prepare a written summary of the Topographic Survey which shall include a general description of the methods utilized for

the survey(s), such as ground control, flight and camera information, all bench marks, monument lines, right-of-way lines and

data utilized; detailed description of the established base lines; discussion of the profiles; discussion of any/all topographic

features that may affect the Project; and all original survey notes, aerial manuscripts and computer tapes. In addition, the

survey shall include the tabulated tree inventory, street hardware inventory, cellar door inventory, drainage structure inventory

and vault data. Submit to the Corporation original survey notes, a summary of survey procedures/instruments employed, survey

control data, discussion of survey accuracy, summary or survey control data, survey tie-ins, computer digitizer tapes and

survey computations, all of which shall become the property of the Corporation, and shall identify and include copies of all

survey source material, and shall include all field notes shall be permanently bound, sharp, clear, crisp, cleaned and “fixed”,

dated, signed and sealed in a format approved by the Corporation.

Utility Survey

The Consultant shall prepare a utility survey of the Project Area that shall extend to the same boundaries as the Project’s

topographic survey, and the Consultant shall review all data obtained from any agencies, utilities, governmental authorities, and

others, and prior to completing the utility survey, the Consultant shall coordinate and reconcile all discrepancies in the location

and identification of all subsurface elements between the topographic survey and the utility records, and prepare and plot a

utility survey for the Project as follows:

a) The survey will be plotted on base maps, which have been photographically reproduced from the “clean” topographic base

map, with all utilities clearly delineated and identified; all plotting and drafting work shall conform to currently applicable DOT

standards; all utility drawings shall utilize standard DOT format, notes and symbols; all printing and line work shall conform to

current DOT standards for the drafting of drawings; the format for plotting the utility survey shall be not more than two plan

views per sheet, depending upon width of right-of-way and whether street is straight, skewed or curvilinear, and there shall be

no overlapping of street plotting for the utility survey; the survey shall be plotted with utilities indicated by double lines with “to-

scale” width.

b) The survey shall locate all existing surface and subsurface utilities, facilities and systems (both public and private) within the

Project area, including

the identification and location of:

storm, sanitary, combined and interceptor sewers; water mains, gas

mains and steam mains; electric and telephone conduits; fire and police communications conduits; subway tunnels, station

areas, access stairs and ventilator structures; utility chambers and vaults; basin and inlet connections; vehicular, pedestrian

and utility tunnels; utility poles and overhead electric facilities; railroad and trolley tracks, rails, ties and foundations and other

surface and subsurface facilities and appurtenances, that may exist or be required.

c) The original survey notes and survey computations shall be submitted together with all public and private utility drawings,

plans and plates, which shall become the property of the Corporation, and shall include all field notes which shall be

permanently bound, sharp, clear, crisp, clean and “fixed”, dated, signed and sealed and in a format as approved by the

Corporation

d) A report for the utility survey shall be submitted that includes a general description of major utilities located within the Project

area; a description of proposed utility improvements; description of any major utility interference problems which can

reasonably be expected based on existing data; and the impact that the Project will have on existing/proposed utilities.

Environmental Studies and Surveys

The Consultant shall provide environmental studies and surveys as follows:

a) Provide a hazardous materials, including asbestos, remediation plan; collect land use and environmental data of sufficient

quantity and quality to determine if any existing or future environmental impacts are present or likely as a result of the Project.

b) Prepare an Environmental Assessment Statement (“EAS”) in accordance with the New York City Environmental Quality

Review Act (“CEQR”), the CEQR Technical Manual, dated October 2001, and any other relevant law, rule or regulation, as

required and in sufficient detail to enable the Corporation to issue a negative declaration for the Project, and complete a draft

EAS in consultation with the Corporation that will describe the reasonable worst-case development scenario of the proposed

Project; conduct a screening analysis to determine whether any impact caused by the implementation of the Project would not

need a detailed analysis in the EAS; prepare a draft scope of work for the EAS that shall describe the Project in detail and

identify the studies that the EAS will include.

c) Prepare, revise, submit and refine an Environmental Impact Statement (“EIS”) for CEQR, SEQRA and NEPA purposes

including all relevant sections (hazardous materials site history searches, socioeconomics, urban design, historic resources,

natural resources, among other sections); coordinate and present at public scoping meetings; attend review agency meetings

as necessary; prepare, submit and revise as required by applicable procedures including City of New York Urban Land Use

Review Procedure (“ULURP”), if applicable and/or EIS applications; develop associated site plans, surveys, and other

necessary drawings and maps; attend preliminary and subsequent review agency meetings. Present to the relevant community

board and other approving entities as required.

d) Review transportation and other studies and mitigation measures; create an inventory of existing traffic conditions including

but not limited to automated and manual traffic counts as per CEQR standards, curbside parking regulations and off-street

parking availability in the study area network, origin- destination studies, and speed runs and vehicle classification counts, as

needed; provide traffic analysis of existing, no-build and future conditions per methodologies approved by DOT and related air

quality and noise analyses as required by DEP and identify any adverse impacts; provide circulation studies, parking

inventories and studies, and other traffic related studies as needed; develop mitigation measures including operational changes

and physical improvements to ameliorate traffic and parking impacts, including preparation of cost estimates for proposed

measures.

e) Develop site-specific planning studies and zoning analyses including environmental assessments for area-wide zoning

changes; assess infrastructure needs assessment for site development, including storm water management and Best

Management Practices (BMP) and DEP processes to determine infrastructure adequacy and upgrades including hydraulic

studies and amended drainage plans, and provide cost estimating for required infrastructure upgrades.

f) Prepare conceptual bulk diagrams and massing studies for urban design analyses and translate same into more detailed

renderings for possible use for the public approvals process.

g) Provide estimated emissions (operations, mobile or construction) for a greenhouse gas analysis per CEQR guidelines;

develop engineering and other mitigation measures to address adverse impacts resulting from the Project

h) Present the findings on a timely basis in a well-organized and defensible report, environmental assessment study or

application pursuant to ULURP and/or EAS.

ENVIRONMENTAL/TRAFFIC CONSULTANT

The Environmental/Traffic consultant shall cooperate/include all tasks required of the architect by the Corporation, and shall provide

relevant Contract Documents and services including but not limited to the following:

a) Prepare an inventory of existing conditions including, but not limited to, automated and manual traffic counts, curbside parking

regulations and off-street parking availability in study network, origin-destination studies, and speed runs and vehicle classification

counts, if needed;

b) Prepare traffic analysis of facilities, projects, and proposed development; identification of traffic impacts: identify planning and traffic

management alternatives; provide conceptual plans and reports on various issues with graphics for presentations; analyze operations

and interoperability of highways, road networks, and public transportation (surface, commuter rail, subway rail, waterborne).

c) Prepare, revise, submit and refine EAS and forms and Environmental Impact Statements in accordance with CEQR, SEQRA,

and NEPA.

d) Provide traffic analysis of existing, no-build and future conditions per methodologies approved by DOT or any applicable Agency;

review transportation studies as required by the Corporation.

e) Provide the data collection within the timeframe specified by the Corporation, including the delivery of provisions of various reports

to the Corporation that describe the existing conditions.

ENVIRONMENTAL REMEDIATION ENGINEER

The Environmental Remediation Engineer/Consultant shall cooperate/include all tasks required of the architect by the Corporation, and

shall provide relevant Contract Documents and services including but not limited to the following: design, implementation and monitoring

of remediation systems for ground water, vapor, soil, sediment and aquatic habitat contamination as warranted for the construction of the

Project and agencies having jurisdiction; conduct inspections, coordinate and monitor remediation related to asbestos, mold and other

environmental activities.

Inspections

Inspect for asbestos and other regulated materials and prepare reports, drawings, specifications for the subsequent

remediation activities required by all legal requirements; investigate the land-use history of the site for potential hazardous

waste generators to determine probable locations of samplings including review of any

regulatory agencies’ records, including

FDNY, DOB, DEP, and any other

available databases; identify all physical parameters and sampling locations on a site map

drawn to engineering scale. The site map s h a l l include the following information: water features, drainage patterns,

utilities, right-of-way and easements, and locations of monitoring walls and boreholes; develop a work plan, schedule

outlining the proposed technical approach, rationale and generic descriptions of the various study elements and activities

to be conducted during the investigation and modify to reflect the Corporation’s comments;

Soils

Perform surface and subsurface soils and sediments investigations to determine the horizontal and vertical extent of

contamination; collect and temporarily store soil residuals on-site in discrete piles, covered with heavy-mill plastic sheeting

pending results of analytical data in determination of their appropriate disposition, and conduct toxic characteristic leaching

procedure tests as warranted; for found to be hazardous, soil residuals will be stored and disposed of in accordance with all

legal requirements.

Soil testing shall include but not be limited to: conducting a soil boring program in conjunction with the installation of

groundwater monitoring wells based on the configuration of the water table, and coordination of the installation of the wells

with the Corporation with the following parameters: determine down gradient and up gradient groundwater quality via

screening at 15 foot intervals and approximately 5 to 20 feet below ground surface or as determined by the Environmental

Remediation Engineer; soil borings to be done typically to a 20-foot depth, with split-spoon sampling to a depth of

approximately 15 feet below ground surface (the assumed depth of the water table) and continuing at 5-foot intervals; conduct

quantitative chemicals analysis of all soil samples collected; conduct soil gas sampling at 50- foot intervals to measure

volatile organics and methane; conduct electromagnetic geophysical study with readings at 50-foot intervals (perpendicular

and parallel to grid lines) to determine if conductive objects are present in the subsurface and if so, produce a contour

conductivity map of the measurements; perform hydrological investigation to assess the degree of hazard, the mobility

of pollutants identified as present, the soils’ attenuating capacity and mechanisms, discharge and recharge areas, regional

flow direction and quality and effects of any pumping; collect and analyze soil, sediment, vapor and ground water

samples per U.S. Environmental Protection Agency Target Compound List and/or TCLP purposes; conduct metals

analyses for filtered and unfiltered samples, and determine the presence of light and heavy-phased non-aqueous

liquids. Conduct well-purging upon completion of the sampling. Conduct slug and pump testing of hydraulic properties of

any impacted aquifer to determine extent of transmissivity, storativity, hydraulic conductivity, porosity, groundwater flow

velocity and permeability so as to ascertain the direction, rate of mitigation, dispersion and extent of any contaminants;

collect and analyze appropriate quality assurance samples (blind duplicates, field blanks, trip blanks) at a rate of one set of

QA samples per 20 field samples.

Reports

Prepare a thorough analysis and summary of all site investigation activities and their results, indicating the relationships

between the various investigative efforts, data sufficiency and validation, and the quantities and concentrations of specific

contaminants to the extent that can be supported by the available data.

Provide description of typical field logs, equipment lists, procedures for all samplings, and quality assurance and quality control

measures. Prepare draft and final reports, health and safety plans, soil management plans and cost estimates for

remediation. Provide electronic copies of all final reports and project drawings in formats as requested by the

Corporation and/or regulatory agencies

CODE CONSULTANT EXPEDITOR

The Code Consultant/Expeditor shall provide service related to code analysis, and collection of all information required for/and

acquisition of permits. Areas of consideration shall include, but not be limited to: permit expediting; exiting diagrams; code compliance

outlines and design review regarding DOB, DOT, MTA, FDNY, Landmarks, Parks Department and other agencies having jurisdiction.

The Consultant shall identify required and applicable variances; assist with the preparation of applications to all agencies having

jurisdiction such as Landmarks, EPA, DOB DSBS, and prepare applications for projects requiring approval for public assembly permits.

The Consultant shall develop effective and compliant approaches and solutions for fire protection and life safety issues and provide

verbal and written responses to the Corporation and regulatory authorities to explain code issue related to fire protection, DOB, and other

code related questions.

The Code Consultant/Expeditor shall assess fire protection and life safety issues including but not limited to:

a) Use and Occupancy: Determine if a change in function affects the occupancy classification and code

requirements of the building or location within the building.

b) Means of Egress: Assist with the design review to assure the building egress systems are modified for changes

in occupancy, occupant load, or exit paths and that the revise design or function of the Project is compliant with

applicable egress codes.

c) Fire Protection Systems: The fire protection systems must recognize the nature of the various functions

and have sufficient capacity to accommodate changes in use. The integration, configuration and zoning of

various fire protection systems, ire alarm system, and voice communication system with other building systems

and operations must meet the code requirements.

d) Smoke/Fire Compartmentalization/Management: Identify fire and smoke compartments and strategies that will be

required to restrict smoke and fire to the general area, and to maintain the system and conditions that are safe for

existing locations, and determine the extent to which the smoke and fire management is required for new areas.

Advise regarding and review proposed methods to accomplish the revision with in the required code.

e) Structural Fire Resistance: Ensure that areas of the building’s structure that may be exposed and

unprotected structural steel are designed to meet the structural fire resistance requirements of the code.

f) Interior Finishes: A l t h o u g h d isplay materials such as those typically used for exhibition functions are

typically not regulated in the same way as building materials, the building design must address the nature and

quantity of combustibles that may be introduced into the building as displays.

g) Graphics and Signage: The graphics and signage requirements shall include but not be limited to the design and

submission of relevant code compliant Contract Documents; design interior signage as required to obtain DOH

approval and Certificate of Occupancy from DOB; provide basic room identification and program signage as required

by the project and consistent with the overall visual package; provide internal way finding signage to direct visitors,

patients, and staff; include exterior building identification signs as required by the project, Corporation and or AHJ.

h) American with Disabilities Act (ADA): The Corporation acknowledges that the ADA is not a detailed building code

and that its requirements are general in nature and open to differing interpretations. The Consultants shall use its

professional judgment to interpret applicable ADA requirements and provide the Corporation with recommendations

for compliance and the associated order of magnitude costs, but is not required by the Corporation to warrant or

represent that the services provided hereunder will result in full Project compliance with the ADA or all interpretations

of the ADA requirements by regulatory bodies or court decisions.

INFORMATIONAL ACCESS AND COLLABORATION

The Consultant shall provide the services related to information access and collaboration as described below:

a) Open Architecture. The Consultant is encouraged to use products based upon or using open architecture standards for

greatest interoperability a m o n g the consultants, the Project Team and the Construction Manager.

b) Project Collaboration. The Consultant shall provide model reviewing tools (readers) that support the collaborative review

environment for design and construction work.

c) Geo-reference. The Consultant shall geo-reference building information models, site plans and associated construction

drawings to provide projection and coordinate system information necessary to ensure interoperability with existing

geographic information systems.

d) Conformed Documents. The Consultant shall provide to the Corporation and its agents, and each of its subcontractors, at

no additional cost, electronic files, as requested, for the purpose of preparing submittals, including, but not limited to, shop

drawings and coordination drawings.

Quality Control. The Consultant shall implement quality control (“QC”) parameters for the models, including:

i. QC validation used to ensure that the facility data set has no undefined, incorrectly defined or

duplicated elements. Report non-compliant elements and corrective action plan to correct non-compliant elements.

Provide the Corporation with a detailed justification and request the Corporation’s acceptance for any non-

compliant element that the Consultant proposes to be allowed to remain in the models.

ii. QC checking performed to ensure that the fonts, dimensions, line styles, levels and other construction

document formatting issues are followed per the architecture engineering and construction CAD Standard, and/or standards

established by the Corporation and provided to the Consultant for use on H+H projects

iii. Develop such other QC parameters as Consultant deems appropriate for the Project and provide to the Corporation for

concurrence.

iv. The Consultant shall perform design and construction reviews at each submittal stage to test the model.

APPENDIX “B”

SCOPE OF WORK – SPECIFIC SERVICES

Specific Services for AE/MEP Design

General

The architectural or MEP consultant as the lead consultant is responsible for all aspects of the design (including or

excluding the services of sub-consultants) management, leadership and coordination of the design team.

Architectural Design

The Architectural Consultant shall be responsible for providing cost effective, feasible architectural designs and contract

documents, and administrative services described sections below. The architectural consultant as the lead consultant

is responsible for all aspects of the design including or excluding the services of sub-consultants. Consultant services

included below shall be included in Architectural Design services, with sub-consultants retained the discretion of the

architect:

a) Conduct Project programming and program monitoring

b) Attend bi-weekly and/or weekly conference calls, issue meeting summaries to the Project Team for all such

meetings

c) Prepare, monitor and update the project schedule and cost estimate, provide review and comments on any third

party schedules or cost estimates, and distribute minutes, schedule, estimate, electronic base sheets, and other project

data to the Corporation, sub-Consultants, and contractors.

d) Prepare Contract Documents, oversee design documents prepared by sub-consultants, as required to assure all

design drawings are properly coordinated and in conformance with all agency regulations and legal requirements.

e) Provide renderings as required to illustrate the Project as reasonably required

f) Assist the Corporation in seeking required approvals and permits, including presentations to the Offices of

Borough Presidents, the Mayor’s Office, Community Boards and/or the Board of Standards and Appeals, and any

agencies having Jurisdiction, including but not limited to the Landmarks Preservation, NYPD, FDNY and DOH. The

base contract shall include a minimum of three meetings/presentations to Agencies having Jurisdiction; should

additional meeting be required, the Consultant shall be entitled to additional compensation.

g) Assure the incorporation of LL 86 design requirements into the Contract Documents, including a list of energy

incentive programs, such as NYSERDA programs, that could be practicably implemented as an alternative energy

fuel source, in energy efficiency, or additional funding/grants that may be applicable and benefit the Corporation.

h) Assure that the project is properly staffed by the consultant and sub-consultants to assure all requests for

information, shop drawings, field conditions, unforeseen conditions, change orders, and other time sensitive

matters will be addressed on a timely basis avoiding delays. The Consultant shall comply with personnel

changes requested by the Corporation for “a reason” or “no reason”.

i) Prepare Project signage for the Site, fencing, and way finding system Prepare and coordinate phasing, ISLM and

safety plans as required throughout the duration of the Project.

Architectural Landscape and Site Design

The Architectural Landscape Consultant shall cooperate, participate and comply with the administrative tasks required

of the architect/design team leader by the Corporation, and shall provide relevant Contract Documents and services

including but not limited to the following:

a) Prepare Contract Documents as required for construction

b) Prepare cost effective, feasible architectural landscape designs and contract documents for site

work/exterior open space design including layout, fine grading, material/fixture selections, exterior

pavement details, steps, walls, curbing, and site specialty elements including the design of “architectural

elements” such as fences, free standing walls, railings, bollards, fountains, furniture, planting urns/pots,

trash receptacles, drinking fountains, planting/planting areas and irrigation, surface drainage, and any other

site features that may be included or will be effected by the construction of the project.

Civil Engineer

The Civil Engineering Consultant shall cooperate, participate and comply with the administrative tasks required of the

architect/design team leader by the Corporation, and shall provide relevant Contract Documents and services including

but not limited to the following:

e) Prepare cost effective, feasible civil designs and contract documents including but not limited to

documents for: site connections and related utility work, utility plans, drainage design including site

drainage systems and utility plans and details as required for water, sanitary sewer and storm drain

connections at the Project site, and relocation of existing utilities, and provide construction

administration work as may be needed by for site work and/or utility

connections/contracts/subcontracts.

f) Assist with the preparation of demolition Contract Documents, and contract administration as may be needed for

site specific demolition work.

g) Provide “Builders Pavement” plans in conformance with all DOT regulations;

h) Coordinate drawing, approvals and inspections with all agencies having jurisdiction including but not limited to

DEP, Utilities and FDNY.

e Provide any energy incentive programs, such as NYSERDA programs, that could be practicably

implemented as an alternative energy fuel source or result in energy efficiency for this Project. Incorporate

LL 86 design requirements into the Contract Documents; with the FDNY representatives to discuss

standards and details, with review comments to be incorporated into the design.

Structural Engineer

The Structural Engineering Consultant shall cooperate, participate and comply with the administrative tasks required of

the architect/design team leader by the Corporation, and shall provide relevant Contract Documents and services

including but not limited to the following:

d) Prepare cost effective, feasible structural designs and contract documents that include seismic studies/design

considerations, and comply with LL86 as required to resolve building/project structural systems of provide required

shielding.

e) Prepare design and contract documents for all project elements that require structural design, review/approval

including but not limited to: all on-Site retaining walls, stairs, ramps, and other exterior improvements;

foundation systems/prefabricated concrete, precast structural elements, case in place concrete/masonry walls

(including embedded items and required sheathing and underpinnings); elevator pits, rail support, hoist beams and

sills; all superstructure building elements, column, beams, slabs and systems; free standing flagpole/lamp

curb/paving/stairs dunnage and foundations; and all connections/interfaces with existing and new structures;

equipment hoisting or suspension systems.

f) Review existing façade conditions and include LL11 design/repair requirements; provide curtain wall design and/or

review/recommend curtain wall interface with existing façade; review structural requirements for new curtain wall if

provided by others.

Curtain Wall Consultant

The Curtain Wall Consultant shall cooperate, participate and comply with the administrative tasks required of the

architect/design team leader by the Corporation, and shall provide relevant Contract Documents and services including

but not limited to the following:

c) Prepare cost effective, feasible curtain wall designs and contract documents that include a review and

evaluate the condition of the existing exterior building enclosure system and components installed based

upon; observations at the site from the ground and any accessible roof levels, and examination of the

exterior facade including curtain wall, windows, storefronts, panels, precast granite, marble, brick; review of

any previous studies, reports, architectural drawings or shop drawings, or other relevant documents that

relate to and or effect the design and construction of the new/rehabilitated curtain walls required for the

project.

d) If required by the corporation or lead consultant, the curtain wall consultant shall provide all BIM

information/design.

Mechanical/Electrical/Plumbing (“MEP”) Engineer

The MEP Consultant shall cooperate, participate and comply with the administrative tasks required of the architect,

MEP consultant as the design team leader, by the Corporation, and shall provide relevant Contract Documents and

services including but not limited to the following:

f) Prepare cost effective, feasible MEP designs and contract documents that comply with LL86, authorities having

jurisdiction, and all other legal requirements for the required new and rehabilitated mechanical (heating, ventilation,

air conditioning) systems, electrical layout, power design, including power to all mechanical, conveying, specialty

and systems, power design layout/risers, electrical service, transformers, vaults (if not provided by utility

companies), buss duct design, lighting, low voltage, fire protection, plumbing, medical gas, as required other

systems as required for the construction of the planned renovation, expansion, or new building project

g) Provide design and layout of conduit, junction and various associated device boxes for security system,

telephone systems, computer and television systems, with the systems to be provided by other contractors;

design and layout of the electrical systems required for any DOT Division of Street Lighting street lighting

approvals;

h) Provide design and layout of all interior lighting and associated photometric calculations, and design/layout of the

electrical systems required for any DOT Division of Street Lighting street lighting approvals

i) Provide design, investigation, and layout of all MEP shared services between existing and new systems/structures

j) Plan coordination with Utilities, and provide guidelines/checklists for required inspections, reviews/approvals for

agencies having jurisdiction.

LEED / Integrated Green Design Consultant/Services

The LEED/Green Design Consultant/Services shall cooperate/include all administrative tasks required of the architect

by the Corporation, and shall provide relevant Contract Documents and services including but not limited to the

following:

a) Advise on LL 86 issues and develop strategies to ensure that the Project meets all LL

86 requirements, and prepare contract documents required for construction.

b) Identify/prioritize green guidelines that relate to sustainable infrastructure, and determine the applicable LEED

standard, proposed credits or other rating systems that could be utilized within the specific constraints of the

project including site restrictions, proposed use, development goals and budget.

c) Assist with the selection/development of building techniques, strategies/opportunities that relate to sustainable

infrastructure, including proposed credits and LEED certification credit requirements, and provide

assistance/guidance with LEED certification, document preparation, task management/scheduling of submissions,

including but not limited to state and federal green building incentive applications, and documents required for

filing and construction.

d) Review/evaluate development site plans, building designs, modeling analyses and/or energy audits, and provide

recommendations for cost-effective high- performance techniques and strategies, and/or propose design

alternatives to maximize green design potential, and develop a green building cost benefit analysis to support

recommended designs/goals.

e) Provide technical support in the development of educational and outreach materials as required to complete

energy performance modeling and building optimization.

f) Prepare all file submissions and uploads to United States Green Building Counsel (USBGC); coordinate all

responses to USBGC inquires; register, track and provide “Green Building Commissioning Services” as required

to obtain LEED Certification from United States Green Building Counsel

LEED Commissioning Agent

The LEED Commissioning Agent (“LCA”) Services shall be a v3/LEED 2009 (or current version), and shall provide the

following Services:

Design Stage

Assemble a commissioning team, hold a scoping meeting and identify responsibilities.

Provide “Preliminary Commissioning Plan” during the planning phase and fill in additional detail including team

member responsibilities and directory, communication structure, specific systems and equipment to be

commissioned and commissioning process schedule, and before any design work is done, facilitate program

review meetings at the beginning of each phase, and schedule and lead commissioning meetings as needed

Assist and review the development and updating of the Project requirements and basis of design by Design

Team members after each design review submission

Review Project requirements and basis of design documentation for clarity and completeness, and perform

focused reviews of the design, drawings and specifications at various stages of development with the

coordination of commissioning services during design development, and monitored through design development

and contract document phases.

Review the Project specifications and provide comments and additional language, as needed, to the contractor

qualifications, submittal requirements, test, adjust and balance specifications, training requirements and O&M

and system manual requirements, and coordinate a controls integration meeting where the Design Team and

the LCA discuss integration issues between equipment, systems and disciplines to ensure that integration

issues and responsibilities are clearly described in the specifications

Develop full commissioning specifications for all commissioned equipment, coordinate/integrate the

commissioning specifications into the overall Project specification package. The commissioning specifications

shall:

a/ Include general commissioning requirements common to all systems and assemblies and a detailed

description of the documentation requirements, including: formats; alerts to coordination issues,

deficiency resolution; construction checklist and start-up requirements; the functional testing

process; specific functional test requirements, including testing conditions and acceptance criteria for

each piece of equipment being commissioned

b/ Clearly indicate who is witnessing and documenting start-up of each commissioned system, and

clearly indicate who is writing, directing, conducting and documenting functional tests and regulatory-

required tests, which may vary between systems, especially between electrical and mechanical

systems.

c/provide language to enhance current project specifications to ensure comprehensive controls

submittals, full control contractor accountability for documented point-to-point checkout and

commissioning participation, comprehensive test, adjusting and balancing, full contractor

documentation of start- up and superior training and O&M manual documentation.

Write step-by-step functional test procedures and documentation formats for all commissioned equipment

and assemblies. Test procedures will include manual functional testing, energy management control system

trending and may include stand- alone data-logger monitoring.

Review the recommendations from the constructability review including but not limited to testing/commissioning,

Operations/Maintenance procedures/manuals for MEP, Fire Protection and Life Safety equipment/systems, and

provide a Preliminary Commissioning Plan/Schedule in preparation for the construction work.

Construction Stage

Coordinate and direct the commissioning activities in a logical, sequential and efficient manner using

consistent protocols and forms, centralized documentation, clear and regular communications and

consultations with all necessary parties, frequently updated timelines and schedules and technical

expertise.

Coordinate the commissioning work with the Design Team Construction Manager to ensure that commissioning

activities are being incorporated into the master schedule. Revise, as necessary, the construction phase

commissioning plan developed during design, including scope and schedule. Attend project meetings, and plan and

conduct commissioning meetings as needed, and record/distribute commissioning meeting minutes to the project

team.

Review coordination drawings to ensure that trades are making a reasonable effort to coordinate,

Review submittals applicable to systems being commissioned for compliance with commissioning needs,

concurrent with the design team and Construction Manager or Corporation reviews

Review requests for information and change orders for impact on commissioning and H+H objectives.

Request and review additional information required to perform commissioning tasks, including O&M

materials, contractor start-up and checkout procedures. Before start- up, gather and review the current

control sequences and interlocks and work with construction contractors and the Design Team engineers until

sufficient clarity has been obtained, in writing, to be able to write detailed testing procedures.

Develop an enhanced start-up and initial systems checkout plan with construction contractors for

selected equipment, and write and distribute checklists for commissioned equipment and/or systems.

Perform site visits, as necessary, to observe component and systems installation, and attend selected planning

and job-site meetings to obtain information on construction progress. Review construction meeting minutes

for revisions/ substitutions relating to the commissioning process. Assist in resolving any discrepancies.

Document construction checklist completion, system start up, and water/air balancing by reviewing

completed construction, start-up and/or water/air balancing reports, and by spot checking during

construction and selected site observations.

Coordinate functional testing for all commissioned systems and assemblies, and witness and document

manual functional performance tests performed by the Corporation or their agents for all commissioned

systems and assemblies.

HVAC -The commissioning agent shall witness HVAC piping pressure test and flushing, and/or any duct work

testing or cleaning sufficiently enough to be confident that proper procedures are followed, and include this

testing documentation in the commissioning record. Commissioning agent shall insure that tests on respective

HVAC equipment be executed, if possible, during both the heating and cooling seasons, however providing

some overwriting of control values to simulate conditions may be allowed.

FP, Life Safety and C of O-The commission agent shall test/commission the fire protection and life safety

systems pursuant to all Legal Requirements, and final acceptance tests of all fire protection and life safety

systems shall be witnessed by the design team leader, in conjunction with FDNY or any other AHJ. A

certificate of occupancy will be requested when the Design Team Code Expeditor has ensured that to the best

of their knowledge all the fire protection and life safety systems have been completed, inspected, successfully

tested and approved and all outstanding fire and life safety deficiencies have been corrected to afford a

reasonable degree of safety to the building occupants from fire and similar emergencies.

Functional testing shall be done using conventional manual methods, control system trend logs, and

readouts or stand-a-lone data loggers, to provide a high level of confidence in proper system function, as

deemed appropriate by the LCA and the Corporation. The functional testing shall include operating the

system and components through each of the written sequences of operation, and other significant modes

and sequences, including start-up, shutdown, unoccupied mode, manual mode, staging, miscellaneous alarms,

power failure, security alarm when impacted and interlocked with other systems or equipment. Sensors and

actuators shall be calibrated during construction check listing by the installing contractors, and spot-checked

by the commissioning provider during functional testing.

The commissioning agent shall furnish and install temporary portable data loggers that will monitor up to

twenty (20) points for needed system points not able to be trended by the building automation

system, and monitor system operation and performance for selected data points for up to two (2) weeks by

requesting trend logs from the building automation system after manual testing and initial trouble shooting is

complete. The commissioning agent shall then analyze p e r f o r m a n c e t r e n d l o g s a n d

m o n i t o r i n g data to verify operation and performance and, coordinate re-testing and necessary until

satisfactory performance is complete, and the written report is issued. The time frame and monitoring points

are guidelines, and may vary by project.

The commissioning agent shall maintain a master issues log and a separate record of functional testing.

Report all issues through the Construction Manager or Corporation as they occur. Provide written progress

If applicable, at the discretion Commissioning Agent, commissioning/testing of some smaller equipment may be

conducted by the Construction Manager or other appropriate agent of the Corporation.

Systems and Assemblies to be Commissioned -

The systems and assemblies to be commissioned includes but may

not be limited to the following list of systems:

central building automation system; all equipment of the heating, ventilating and air conditioning systems; scheduled

or occupancy sensor lighting controls; daylight dimming controls and interior dimming system controls; refrigeration

systems; emergency power generators and automatic transfer switching; paralleling equipment if applicable);

uninterruptible power supply systems; fire protection and life safety systems (egress system, fire alarm

system, fire detection systems, fire suppression systems, smoke management systems, smoke removal systems,

emergency lighting systems, security/egress locking interface systems, elevator emergency recall operation,

elevator emergency in-car operation); electrical (service switch gear, switchboards, distribution panel

boards, transformers, motor control centers, power monitoring and metering, transient voltage surge

suppressors, variable speed drives, grounding and ground fault systems, overcurrent protective devices, low

voltage busway, thermographic survey, electronic calendaring or directory, white sound system); domestic and

process water pumping and mixing systems; equipment sound control systems and testing; safety and

communication; paging systems; security system; irrigation; plumbing; vertical transport; conveyance; building

envelope including the different types of curtain wall assemblies (specify roofing, windows and doors,

construction joints, etc.); process instrumentation and controls; sustainability features/systems ; lighting and lighting

control systems and clock systems; nurses call system; central medical alarm monitoring system; patient/resident

entertainment system (bedside); and patient wandering systems.

Survey Engineer/Consultant

The Survey Consulting Services shall cooperate/include all administrative tasks required of the architect by the

Corporation, and shall provide relevant Contract Documents and services for project required surveys including but not

limited to the following:

Existing Condition/Laser Survey

Create accurate and comprehensive existing condition CAD drawings, constructed with layers in industry

standard and approved for use by H+H. The consultant shall be responsible for verification of existing

conditions with an accuracy of within 1/2” of actual conditions, utilizing laser and other available technologies,

tradition data collections, and other means and methods to assure the acceptable ½” tolerance requirements,

and shall prepare existing conditions drawings including all field measurements and probes required to

adequately document the project area.

Means and methods, existing source/reference materials to be utilized in complying the information shall

include but not be limited to: existing topographic and utility surveys, zoning requirements/reports and/or

proposals/documents filed with agencies having jurisdiction for improvements in or adjacent to the Project

Area, and specific information/ data about the project area including: historic background, existing tenants,

adjacent community’s concerns, variances and other land use concerns, commercial activity, spatial quality,

site relationships and linkages, pedestrian/vehicular circulation and street character; standards, guidelines

and requirements of community, governmental, public and private organizations with jurisdiction.

The Consultant shall note any conditions encountered at the site which may have impact on the successful

completion of the envisioned Final Design

Subsurface Investigation

The Consultant shall provide all necessary subsurface investigation within the project area for the purpose of

developing design criteria and assessing soil conditions relative to environmental and geotechnical concerns for the

Project.

In this respect, the Consultant shall: determine the need, depth, location and quantity of any borings that shall be

sufficient to satisfy foundation, environmental and all regulatory requirements; shall utilize the results of a plotted

topographic survey as a base prepare a boring plan to indicate the number and type of borings; contact all applicable

agencies/utilities to determine that the boring plan does not interfere with any existing facilities, such as sewers and

other underground elements; present the plan to all required agencies and obtain agency approvals to proceed with

the borings; and upon approval by agencies having jurisdiction the Consultant shall make all necessary arrangements

to retain a qualified contractor for the required borings including but not limited to: preparation Contract Documents

for the provision of the boring services; identify qualified prospective boring bidders; prepare/solicit at least three

responsible bids for the work; review/analyze bid proposals received for the boring services to determine the

adequacy of the equipment, technique and staffing proposed by each bidder; make recommendations related to the

award of the contract for boring work.

If approved/requested by the Corporation, the consultant shall award a contract to lowest responsible bidder with

all costs for the boring procurement to be paid to the Consultant as an Allowable Additional Cost for services that

include but are not limited to: coordinate and supervise the work of the contractor that provides the boring

services; provide a qualified inspector to be present at all times while the borings are taken; retain the services of

a qualified soils laboratory to classify the soil obtained from all soil samples in accordance with the unified soil

classification system.

The Consultant shall utilize the results of the subsurface exploration in preparing the design of all

applicable phases of the Project work, and shall prepare and provide boring logs, technical reports and

drawings as may be required to assess the results of the subsurface exploration and, as necessary or

appropriate, integrate them into the design.

As an “Allowable Additional Cost”: upon written approval by the Corporation the consultant shall award a boring

contract to lowest responsible bidder with all costs for the boring procurement to be paid to the Consultant as

“Allowable Additional Cost” for services that include but are not limited to: coordination/supervision of the

contractor that provides the boring services; a qualified inspector to be present at all times while the borings are

taken; a qualified soils laboratory to classify the soil obtained from all soil samples in accordance with the unified

soil classification system.

Topographic Survey

The Consultant shall prepare a topographic survey of the Project Area within the framework of the following

parameters:

The survey shall establish vertical and horizontal controls through ground survey methods, with referenced

to the appropriate NYC Borough with all elevations referenced to established borough benchmarks. The

survey information shall be developed and presented using the following parameters, scope and scale:

Horizontal locations shall be taken to the nearest tenth (1/10) of a foot; vertical locations (elevations) shall

be taken to the nearest hundredth (1/100) of a foot or as specified by the Corporation) longitudinally at fifty

(50) foot stations, as measured along the centerline baseline, and at all street intersections, building lines at

intersections, front and back edges or ribbon sidewalk, and at the edge of the property, as appropriate; spot

elevations shall be taken at all street surface hardware locations, steps/platforms, building entrances, first

floors, garage floors, back of sidewalk at all entrances, ground elevations at building entrances, traffic

islands, parking aprons, intersections (as required), corner (with crosswalk) sidewalk quadrants,

storm/combined sewer inverts, at points giving the clearance from the roadway to the underside of

overhead structures and as otherwise required for design.

The survey shall be plotted at the scale of 1 inch = 20 feet, with unless otherwise directed by Corporation, with

topographical contour lines shall be plotted at intervals of one foot with sufficient spot elevations to accurately

describe the terrain, and shall locate all physical features within the project area, or adjacencies, needed to

produce a comprehensive design, including, but not limited to, the following information: Established building line

lengths with interior angles, shed legal grades of all streets and legal widths of all pavements, sidewalks and

sidewalk areas; establish actual widths of all pavements, sidewalks & sidewalk areas; identification of all streets,

including paper streets, by name; identification of all plazas, malls and public areas; location, by station and offset,

of all roadways, edges of pavements, headers, curbs, drop curbs, pedestrian ramps, sidewalks, driveways,

distinctive/special sidewalk areas, bus stops, traffic islands and traffic channelization (permanent and temporary),

trees (including caliper and edge distance to existing curb), height of pier, ventilation tower, location of door

openings and survey monuments, with existing curbs, sidewalks and pavements identified by condition and type of

materials; location, by station and offset, and identification of all street hardware including, but not limited, to

manhole cover castings, valve box cover castings, catch basins, inlets, utility chamber covers, gratings and

headwall; location, by station and offset, and identification of all sidewalk hardware including, but not limited, to coal

chutes, oil fills, cellar doors, under sidewalk drains, sidewalk elevators, building sidewalk ventilation gratings,

subway ventilation gratings, hydrants (high pressure, low pressure), street lights, traffic signal poles, parking signs,

parking meters, traffic control boxes, traffic controllers, traffic detectors, fire call boxes, police call boxes, subway

entrances and emergency exits, traffic stanchions, structural columns, monuments, newsstand kiosks, sidewalk

retail areas, areaways, decorative fences and railings, steps, walls, stoops, planting areas, and cellar windows at

grade and elevated subway supports and access stairs; location, by station and offset, of all columns and

abutments for all grade separation structures, pedestrian over-passes and vehicular/railroad structures; location, by

station and offset, of all street encroachments including, but not limited, to hedges, fences, grass areas, retaining

walls, rock outcrops, steps and stoops; location, by station and offset, of all surface drainage elements including, but

not limited to, swales/ditches, brooks/creeks, streams/channels, water courses, retention areas, headwalls and

other drainage structures or appurtenances and all bulkhead locations; location and identification of all abutting tax

lots by lot and block numbers (including those encroaching into the mapped right-of-way), as well as existing

frontage lengths; location, by station and offset, of all fronts of abutting buildings, including identification by house

numbers, story height, entrances, building type and use; direction of traffic and the location and type of all lane and

crosswalk markings, including school crossing markings

All City-owned street hardware, including manhole covers and frames, inlets, catch basins, gratings, frames, curb

pieces, traffic signs, streetlights, meters and benches, shall be located by station and offset. The condition of each

shall be noted and the results presented in a tabular format; all manholes and inlets/catch basin structures located

within the Project Area shall be located by station and offset, and ach shall be visually inspected. The condition of

each shall be noted and the results presented in a tabular format. All trees located within the project area shall be

located by station and offset, the size and caliper inches and condition of each shall be noted and the results

presented in tabular form.

All measurements shall be in the United States Standard of Measurements except that legal mapped dimensions,

base line dimensions and stationing shall include metric equivalents in parentheses. All datum plane and

coordinate system shall be that in use by the appropriate NYC Borough President’s Office

The Consultant shall prepare a written summary of the Topographic Survey which shall include a general

description of the methods utilized for the survey(s), such as ground control, flight and camera information, all

bench marks, monument lines, right-of-way lines and data utilized; detailed description of the established base

lines; discussion of the profiles; discussion of any/all topographic features that may affect the Project; and all

original survey notes, aerial manuscripts and computer tapes. In addition, the survey shall include the tabulated

tree inventory, street hardware inventory, cellar door inventory, drainage structure inventory and vault data. The

Consultant shall submit to the Corporation original survey notes, a summary of survey procedures/instruments

employed, survey control data, discussion of survey accuracy, summary or survey control data, survey tie-ins,

computer digitizer tapes and survey computations, all of which shall become the property of the Corporation, and

shall identify and include copies of all survey source material, and shall include all field notes shall be

permanently bound, sharp, clear, crisp, cleaned and “fixed”, dated, signed and sealed in a format approved by

the Corporation.

Utility Survey

The Consultant shall prepare a utility survey of the Project Area within the framework of the following

parameters:

The Utility Survey shall extend to the same boundaries as the project’s Topographic Survey, and the

Consultant shall review all data obtained from any Agencies, Utilities, governmental authorities, and

others, and prior to completing the Utility Survey, the consultant shall coordinate and reconcile all

discrepancies in the location and identification of all subsurface elements between the topographic

survey and the utility records, and prepare and plot a utility survey for the Project as follows:

The Consultant shall plot the Utility Survey within the framework of the following parameters: the survey

will be plotted on base maps, which have been photographically reproduced from the “clean”

topographic base map, with all utilities clearly delineated and identified; all plotting and drafting work

shall conform to currently applicable DOT standards; all utility drawings shall utilize standard DOT

format, notes & symbols; all printing and line work shall conform to current DOT standards for the

drafting of drawings; the format for plotting the Utility Survey shall be not more than two plan views per

sheet, depending upon width of right-of-way and whether street is straight, skewed or curvilinear, and

there shall be no overlapping of street plotting for the utility survey; the survey shall be plotted with

utilities indicated by double lines with “to-scale” width

The Utility Survey shall locate all existing surface and subsurface utilities, facilities and systems (both

public and private) within the Project Area, including

the identification and location of:

storm, sanitary,

combined & interceptor sewers; water mains, gas mains and steam mains; electric and telephone

conduits; fire and police communications conduits; subway tunnels, station areas, access stairs &

ventilator structures; utility chambers and vaults; basin and inlet connections; vehicular, pedestrian and

utility tunnels; utility poles and overhead electric facilities; railroad and trolley tracks, rails, ties and

foundations and other surface and subsurface facilities and appurtenances, that may exist or be

required.

The Consultant shall submit all original survey notes and survey computations, together with all public and

private utility drawings, plans and plates, which shall become the property of the Corporation, and shall

include all field notes which shall be permanently bound, sharp, clear, crisp, clean and “fixed”, dated,

signed and sealed and in a format as approved by the Corporation

The Consultant shall prepare and submit a report for the Utility Survey that shall include a general description

of major Utilities located within the Project Area; a description of proposed utility improvements; description of

any major utility interference problems which can reasonably be expected based on existing data; and the

impact that the Project will have on existing/proposed Utilities.

Environmental Studies and Surveys

The Consultant shall provide Environmental Studies and Surveys as follows:

Provide a hazardous materials/asbestos remediation plan; collect land use and environmental data of sufficient

quantity and quality to determine if any existing or future environmental impacts are present or likely as a result of

the Project;

Prepare an Environmental Assessment Statement (“EAS”) in accordance with the New York City Environmental

Quality Review Act (“CEQR”), the CEQR Technical Manual, dated October 2001, and any other relevant law, rule or

regulation, as required and in sufficient detail to enable HCC to issue a negative declaration for the Project, and

shall complete a draft EAS in consultation with the Project Team that will describe the reasonable worst-case

development scenario of the proposed Project; conduct a screening analysis to determine whether any impact

caused by the implementation of the Project would not need a detailed analysis in the EAS; prepare a draft scope

of work for the EAS that shall describe the Project in detail and identify the studies that the EAS will include.

Prepare, revise, submit and refine an EIS (CEQR, SEQRA and NEPA) including all relevant sections (hazardous

materials site history searches, socioeconomics, urban design, historic resources, natural resources, among other

sections); coordinate and present at public scoping meetings; attend review agency meetings as necessary;

prepare, submit and revise as required City of New York Urban Land Use Review Procedure (“ULURP”) and/or EIS

applications; develop associated site plans, surveys, and other necessary drawings and maps; attend preliminary

and subsequent review agency meetings. Present to the relevant community board and other ULURP approving

entities.

Review transportation and other studies and mitigation measures; create an inventory of existing traffic conditions

including but not limited to automated and manual traffic counts as per CEQR standards, curbside parking

regulations and off-street parking availability in the study area network, origin- destination studies, and speed runs

and vehicle classification counts, as needed; provide traffic analysis of existing, no-build and future conditions per

methodologies approved by DOT and related air quality and noise analyses as required by DEP and identify any

adverse impacts; provide circulation studies, parking inventories and studies, and other traffic related studies as

needed; develop mitigation measures including operational changes and physical improvements to ameliorate traffic

and parking impacts, including preparation of cost estimates for proposed measures.

Develop site-specific planning studies and zoning analyses including environmental assessments for area-wide

zoning changes; assess infrastructure needs assessment for site development, including storm water management

and BEST management practices and DEP processes to determine infrastructure adequacy and upgrades including

hydraulic studies and amended drainage plans, and provide cost estimating for required infrastructure upgrades.

Prepare conceptual bulk diagrams and massing studies for urban design analyses and translate same into more

detailed renderings for possible use for the public approvals process.

Provide estimated emissions (operations, mobile or construction) for a greenhouse gas analysis per CEQR

guidelines; develop engineering and other mitigation measures to address adverse impacts resulting from the

Project

Present the findings on a timely basis in a well-organized and defensible report, environmental

assessment study or application pursuant to ULURP and/or EAS.

Environmental/Traffic Consultant

The Environmental/Traffic consultant shall cooperate/include all administrative tasks required of the architect by the

Corporation, and shall provide relevant Contract Documents and services including but not limited to the following:

preparation of an inventory of existing conditions including, but not limited to, automated and manual traffic counts,

curbside parking regulations and off-street parking availability in study network, origin-destination studies, and speed

runs and vehicle classification counts, if needed; prepare traffic analysis of facilities, projects, and proposed development;

identification of traffic impacts: identify planning and traffic management alternatives; provide conceptual plans and reports

on various issues with graphics for presentations; analyze operations and interoperability of highways, road networks,

and public transportation (surface, commuter rail, subway rail, waterborne); prepare, revise, submit and refine EAS and

forms and Environmental Impact Statements in accordance with CEQR, SEQRA, and NEPA: provide traffic analysis of

existing, no-build and future conditions per methodologies approved by DOT or any applicable Agency; review

transportation studies as required by the Corporation

The data collection shall be provided within the timeframe specified by Corporation, including the delivery of provisions of

various reports to the Corporation that describes the existing conditions.

Environmental Remediation Engineer

The Environmental Remediation Engineer/Consultant shall cooperate/include all administrative tasks required of the

architect by the Corporation, and shall provide relevant Contract Documents and services including but not limited to

the following: design, implementation and monitoring of remediation systems for ground water, vapor, soil, sediment

and aquatic habitat contamination as warranted for the construction of the project and agencies having jurisdiction;

conduct inspections, coordinate and monitor remediation related to asbestos, mold and other environmental activities.

Inspections

Inspect for asbestos and other regulated materials and prepare reports, drawings, specifications for the

subsequent remediation activities required by all Legal Requirements; investigate land-use history of site for

potential hazardous waste generators to determine probable locations of samplings including review of any

regulatory Agencies’ records – including FDNY, DOB, DEP, and any other

available databases; identify all

physical parameters and sampling locations on a site map drawn to engineering scale. The site map may

include the following information: water features, drainage patterns, utilities, right-of-way and easements, and

locations of monitoring walls and boreholes; develop a work plan, schedule outlining the proposed technical

approach, rationale and generic descriptions of the various study elements and activities to be conducted

during the investigation and modify to reflect the Corporation’s comments;

Soils

Perform surface and subsurface soils and sediments investigations to determine the horizontal and vertical

extent of contamination; collect and temporarily store soil residuals on-site in discrete piles, covered with heavy-

mill plastic sheeting pending results of analytical data in determination of their appropriate disposition, and

conduct toxic characteristic leaching procedure tests as warranted; for found to be hazardous, soil residuals will

be stored and disposed of in accordance with all Legal Requirements and as specific in the Contract.

Soil testing shall include but not be limited to: conduct a soil boring program in conjunction with the

installation of groundwater monitoring wells based on the configuration of the water table, and coordination of the

installation of the wells with the Corporation with the following parameters: determine down gradient and up

gradient groundwater quality via screening at 15 foot intervals and approximately 5 to 20 feet below ground

surface or as determined by the Environmental Remediation Engineer; soil borings to be done typically to a 20-

foot depth, with split-spoon sampling to a depth of approximately 15 feet below ground surface (the assumed

depth of the water table) and continuing at 5-foot intervals; conduct quantitative chemicals analysis of all soil

samples collected; conduct soil gas sampling at 50- foot intervals to measure volatile organics and methane;

Conduct electromagnetic geophysical study with readings at 50-foot intervals (perpendicular and parallel to grid

lines) to determine if conductive objects are present in the subsurface and if so, produce a contour

conductivity map of the measurements; perform hydrological investigation to assess the degree of hazard,

the mobility of pollutants identified as present, the soils’ attenuating capacity and mechanisms, discharge and

recharge areas, regional flow direction and quality and effects of any pumping; collect and analyze soil,

sediment, vapor and ground water samples per U.S. Environmental Protection Agency Target Compound

List and/or TCLP purposes; conduct metals analyses for filtered and unfiltered samples, and determine the

presence of light and heavy-phased non-aqueous liquids. Conduct well-purging upon completion of the

sampling; Conduct slug and pump testing of hydraulic properties of any impacted aquifer to determine extent

of transmissivity, storativity, hydraulic conductivity, porosity, groundwater flow velocity and permeability so as to

ascertain the direction, rate of mitigation, dispersion and extent of any contaminants; collect and analyze

appropriate quality assurance samples (blind duplicates, field blanks, trip blanks) at a rate of one set of QA

samples per 20 field samples.

Reports

Prepare a thorough analysis and summary of all Site investigation activities and their results, indicating the

relationships between the various investigative efforts, data sufficiency and validation, and the quantities and

concentrations of specific contaminants to the extent that can be supported by the available data.

Provide description of typical field logs, equipment lists, procedures for all samplings, and quality assurance and

quality control measures. Prepare draft and final reports, health and safety plans, soil management plans and

cost estimates for remediation. Provide electronic copies of all final reports and project drawings in formats

as requested by the Corporation and/or regulatory Agencies

Code Consultant /Expeditor

The Code Consultant/Expeditor shall provide service related to code analysis, and collection of all information required

for/and acquisition of permits. Areas of consideration shall include but not be limited to: permit expediting; exiting diagrams;

code compliance outlines and design review regarding DOB, DOT, MTA, FDNY, Landmarks, Parks Department and other

codes agencies having jurisdiction; identify required/applicable variances; assist with the

preparation/presentation/applications to all agencies having jurisdiction Landmarks, EPA, DOB DSBS, and

preparation/presentation/applications for projects requiring approval public assembly permits/approvals; develop effective

and compliant approaches and solutions for fire protection and life safety issues; provide verbal and written response to

the Corporation and regulatory authorities to explain code issue relate to fire protection, DOB, and other code related

questions.

The Code Consultant/Expeditor shall assess fire protection and life safety issues including but not limited

to:

Use and Occupancy: Determine if a change in function affects the occupancy classification and code

requirements of the building or location within the building.

Means of Egress: Assist with the design /review to assure building egress systems are modified for

changes in occupancy, occupant load, or exit paths and that the revise design or function of the project

is compliant with applicable egress codes.

Fire Protection Systems: The fire protection systems must recognize the nature of the various

functions and have sufficient capacity to accommodate changes in use. The integration,

configuration and zoning of various fire protection systems, fire alarm system, and voice

communication system with other building systems and operations must meet the code requirements

Smoke/Fire Compartmentalization/Management: Identify Fire/Smoke compartments and strategies that

will be required to restrict smoke/fire to the general area, and to maintain the system and conditions that

are safe for existing locations, and determine the extent to which the smoke/fire management is required

for new areas, and advise/review proposed methods to accomplish the revision with in the required code.

Structural Fire Resistance: Ensure that areas of the building’s structure that may be

exposed/unprotected structural steel be designed to meet the structural fire resistance requirements of

the code.

Interior Finishes: Display materials such as those typically used for exhibition functions are

typically not regulated in the same way as building materials. The building design must address

the nature and quantity of combustibles that may be introduced into the building as displays.

Graphics and Signage

The Graphics and Signage requirements shall include but not be limited to the design and submission of:

relevant cod compliant Contract Documents; design interior signage as required to obtain a DOH approval and

Certificate of Occupancy from DOB; provide basic room identification and program signage as required by the

project and consistent with the overall visual package; provide internal way finding signage to direct visitors,

patients, and staff; include exterior building identification signs as required by the project, Corporation and/or

AHJ.

Americans with Disabilities Act (“ADA”)

The Corporation acknowledges that the ADA is not a detailed building code and that its requirements are general in

nature and open to differing interpretations. The Consultants shall use its professional judgment to interpret applicable

ADA requirements and to give the Corporation recommended for compliance and the associated order of magnitude costs,

but is not required by the Corporation to warrant or represent that Services provided under the Contract will result in full

Project compliance with the ADA or all interpretations of ADA requirements by regulatory bodies or court decisions.

Informational Access & Collaboration

The Consultant shall provide the Services described below:

Open Architecture. The Consultant is encouraged to use products based upon or using open architecture

standards for greatest interoperability between consultants, the Project Team and the Construction Manager.

Project Collaboration. The Consultant shall provide model reviewing tools (readers) that support the

collaborative review environment for design and construction work.

Geo-reference. The Consultant shall geo-reference building information models, Site plans and associated

construction drawings to provide projection and coordinate system information necessary to ensure

interoperability with existing geographic information systems.

Conformed Documents. The Consultant shall provide electronic files to the Corporation and their agents, and

each of its subcontractors, as requested, for the purpose of preparing submittals, including, but not limited

to, shop drawings and coordination drawings, and shall provide such electronic files at no additional cost to

the Corporation.

Quality Control. The Consultant shall implement quality control (“QC”) parameters for the models, including:

a/Model Standards Checks-QC validation used to ensure that the Facility Data set has no undefined,

incorrectly defined or duplicated elements. Report non-compliant elements and corrective action plan to

correct non-compliant elements. Provide the Corporation with detailed justification and request the

Corporation’s acceptance for any non-compliant element that the Consultant proposes to be allowed to

remain in the models.

b/ CAD Standards Checks-QC checking performed to ensure that the fonts, dimensions, line styles, levels and

other construction document formatting issues are followed per the A/E/C (Architecture Engineering and

Construction) CAD Standard.

c/ Other Parameters- Develop such other QC parameters as Consultant deems appropriate for the

Project and provide to the Corporation for concurrence.

d/ Design and Construction Reviews- The Consultant shall perform design and

construction reviews at each submittal stage to test the model.

LOCAL LAW 11

Contract between

NEW YORK CITY

HEALTH AND HOSPITALS

CORPORATION

and

_____________________

DATE

Term: _______________________

Expiration Date: ____________

Renewal: Yes ______ No _____

Amended: __________________

LL11 + Related AE/MEP

Revised: July 20, 2016

TABLE OF CONTENTS

ARTICLE FIRST: ............................................................................................................................................................................ -4-

TERM OF AGREEMENT ................................................................................................................................................ -4-

1.1 TERM…………………… ................................................................................................................................. -4-

ARTICLE TWO: ............................................................................................................................................................................. -4-

SCOPE OF SERVICES .................................................................................................................................................. -4-

2.1 SERVICES ...................................................................................................................................................... -4-

2.2 EXHIBITS INCORPORATED .......................................................................................................................... -4-

2.3 SERVICES AND DELIVERABLES .................................................................................................................. -4-

2.4 STAFFING ....................................................................................................................................................... -6-

2.5 DRAWINGS AND TECHNICAL DOCUMENTS .............................................................................................. -6-

ARTICLE THREE: ........................................................................................................................................................................... -6-

COMPENSATION FOR SERVICES ............................................................................................................................... -6-

3.1 FEES…… ........................................................................................................................................................ -6-

3.2 CALCULATION OF COMPENSATION ........................................................................................................... -6-

3.3 PAYMENT OF ADDITIONAL WORK ……………………………………………………………………………….-8-

3.4 SUBMISSION OF MONTHLY INVOICES ...................................................................................................... -8-

3.5 EXPENSES ..................................................................................................................................................... -8-

3.6 SUBMISSION OF INVOICES .......................................................................................................................... -9-

3.7 PAYMENT OF INVOICES ............................................................................................................................... -9-

ARTICLE FOURTH: ........................................................................................................................................................................ -9-

REPRESENTATIONS AND WARRANTIES ................................................................................................................... -9-

4.1 PROCUREMENT OF AGREEMENT .............................................................................................................. -9-

4.2 CONFLICT OF INTEREST .............................................................................................................................. -9-

4.3 NO DEFAULTS ............................................................................................................................................... -9-

4.4 FAIR PRACTICES ......................................................................................................................................... -10-

4.5 TERMINATION FOR BREACH OF

REPRESENTATIONS AND WARRANTIES ................................................................................................. -10-

4.6 LOWEST FEE ............................................................................................................................................... -10-

4.7 BACKGROUND QUESTIONNAIRES ........................................................................................................... -10-

4.8 PROHIBITION ON GIFTS AND GRATUITIES .............................................................................................. -11-

ARTICLE FIFTH……………………………………………………………………………………………………………………………..-11-:

AUDIT BY THE CORPORATION AND CITY ................................................................................................................ -11-

5.1 DOCUMENTATION SUBJECT TO AUDIT ................................................................................................... -11-

5.2 SUBMISSION OF DOCUMENTATION ......................................................................................................... -11-

5.3 MAINTENANCE OF RECORDS ................................................................................................................... -11-

5.4 WITHHOLDING OF PAYMENT .................................................................................................................... -11-

ARTICLE SIXTH: .......................................................................................................................................................................... -11-

COVENANTS OF THE CONSULTANT ........................................................................................................................ -11-

6.1 CONSULTANT'S EMPLOYEES; AGENTS, AND CONSULTANTS .............................................................. -11-

6.2 LIABILITY ...................................................................................................................................................... -12-

6.3 INSURANCE ................................................................................................................................................. -12-

6.4 MINIMUM WAGES ........................................................................................................................................ -14-

6.5 INDEPENDENT CONSULTANT STATUS .................................................................................................... -14-

6.6 PROTECTION OF CORPORATION PROPERTY ........................................................................................ -14-

6.7 RIGHTS OF CORPORATION ....................................................................................................................... -14-

6.8 COMPLIANCE WITH LAW………….. ........................................................................................................... -15-

6.9 FEDERAL EMPLOYMENT PRACTICES ...................................................................................................... -15-

6.10 NON-DISCRIMINATION AGAINST THE HANDICAPPED ........................................................................... -15-

6.11 INVESTIGATIONS ........................................................................................................................................ -15-

6.12 ASSIGNMENT ............................................................................................................................................... -16-

6.13 SUBCONTRACTING ..................................................................................................................................... -18-

6.14 PUBLICITY AND PUBLICATION .................................................................................................................. -18-

6.15 INVENTIONS, PATENTS AND COPYRIGHTS ............................................................................................ -18-

6.16 INFRINGEMENTS ......................................................................................................................................... -18-

6.17 HIPAA COMPLIANCE…………..………………………………………………………………………………… -.-18-

6.18 MACBRIDE FAIR EMPLOYMENT PRINCIPLES .......................................................................................... -18-

6.19 CONFIDENTIALITY ...................................................................................................................................... -18-

6.20 MINORITY AND WOMEN OWNED BUSINESS ENTITY PROGRAM (M/WBE) .......................................... -18-

ARTICLE SEVENTH……………………. ....................................................................................................................................... -19-

TERMINATION ............................................................................................................................................................. -19-

7.1 CONDITIONS OF TERMINATION ................................................................................................................ -19-

7.2 NOTICE OF TERMINATION/CAUSES BEYOND CONSULTANT'S CONTROL .......................................... -19-

7.3 APPROPRIATION OF SIMILAR SERVICES ................................................................................................ -19-

7.4 REDUCTION IN FEDERAL, STATE, AND/OR CITY FUNDING ................................................................... -19-

ARTICLE EIGHTH: ....................................................................................................................................................................... -20-

MISCELLANEOUS ........................................................................................................................................................ -20-

8.1 GOVERNING LAW; SEVERABILITY; WAIVER; VENUE ............................................................................. -20-

8.2 CLAIMS AND ACTIONS THEREON ............................................................................................................. -20-

8.3 NO CLAIM AGAINST OFFICERS, AGENTS OR EMPLOYEES ................................................................... -20-

8.4 NOTICES ...................................................................................................................................................... -20-

8.5 ALL LEGAL PROVISIONS DEEMED INCLUDED ........................................................................................ -20-

8.6 POLITICAL ACTIVITY ................................................................................................................................... -21-

8.7 MODIFICATION ............................................................................................................................................ -21-

8.8 SECTION HEADINGS ................................................................................................................................... -21-

8.9 MERGER-……………………………………………………………………………………………………………..-21-

8.10 LIMITATION OF LIABILITY ........................................................................................................................... -21-

8.11 SECTION 400.4: NEW YORK STATE HOSPITAL CODE ........................................................................... -21-

8.12 ACCESS TO RECORDS BY THE FEDERAL GOVERNMENT .................................................................... -21-

8.13 SURVIVAL ..................................................................................................................................................... -21-

ARTICLE NINTH: .......................................................................................................................................................................... -21-

EQUAL EMPLOYMENT AND AFFIRMATIVE ACTION COMPLIANCE ....................................................................... -21-

9.1 EXECUTIVE ORDER 50 ............................................................................................................................... -21-

9.2 ADHERENCE TO THE CORPORATION'S EQUAL

EMPLOYMENT AND AFFIRMATIVE ACTION POLICIES ........................................................................... -22-

SIGNATURE PAGE ...................................................................................................................................................................... -23-

APPENDIX B - CERTIFICATION BY BROKER ............................................................................................................................ -24-

Agreement made as of this _____ day of _______________ 20___ , (this “Agreement”) by and between the New

York City Health and Hospitals Corporation (the "Corporation"), a public benefit corporation created under the laws of the

State of New York, having its principal place of business at 125 Worth Street, New York, New York 10013, and

________(the consultant), a organized under the laws of New York State with its principal place of business at

__________________.

W I T N E S S E T H:

WHEREAS, the Corporation conducted a competitive selection process for consulting services, using a request for

proposals, (the “Solicitation”) and, as a result of the Corporation's evaluation process, determined that the Consultant's

proposal best meets the requirements of the Solicitation and would be most advantageous to the Corporation and;

WHEREAS, the Consultant wishes to enter into an agreement with the Corporation to provide such services and

the Corporation has taken all necessary company actions to authorize it to retain the Consultant to perform such services.

NOW THEREFORE, the parties agree as follows:

ARTICLE 1

TERM OF AGREEMENT

1.1 TERM

This Agreement, when fully signed and delivered, shall be effective as of the date first above written, and shall continue in

effect until , (the “Initial Term”) unless it is earlier terminated as provided herein. The Corporation, at its

sole option and discretion, may renew this Agreement for an additional one or two successive one-year term(s). The

Corporation shall notify the Consultant in writing of its intention to renew this Agreement at least 30 days prior to the

expiration of the Initial Term or any renewal term.

ARTICLE 2

SCOPE OF SERVICES

2.1 SERVICES

The Consultant is to provide to the Corporation the services described in Exhibits “A” and “B” as defined below (the

“Services”).

2.2 EXHIBITS INCORPORATED

The Consultant's services shall meet the requirements outlined in the Solicitation issued by the Corporation dated---

-------- ("Exhibit A”) and shall perform in accordance with the Consultant’s proposal, entitled “Proposal for DCN# ____ Local

Law 11 Inspections and Related A/E Design Services for the New York City Health and Hospitals Corporation” dated

_______("Exhibit B”) and Schedule C Fee Schedule by staff title. (Exhibits A and B and Schedules C are attached hereto

and made a part of this Agreement.) To the extent that Exhibit A or Exhibit B is inconsistent with Articles 1 through 9 of this

Agreement, then, such Articles shall control. In the event that Exhibit A is inconsistent with Exhibit B, Exhibit A shall control

over Exhibit B.

2.3 SERVICES AND DELIVERABLES

The Services shall be at all times subject to the direction and control of the Corporation. The scope of work encompasses all

tasks set forth in this Agreement and the Consultant’s Proposal. The Consultant is to provide to the Corporation services

including, but not limited to, the following:

Local Law 11 inspections and other related services at HHC facilities in any of the five boroughs of New York City.

As are requested by authorized HHC personnel. This shall include but not be limited to:

1) Local Law 11 inspection and filing services;

2) Providing the services of licensed inspection professionals, coordinating the services for all inspection

platforms, and destructive and non-destructive testing required to perform the inspection and file the

report.

3) Pre-design services, surveys, studies and reports shall include surveys and analysis of existing

conditions, program development and/ or reports.

4) Design and construction phase services shall include all usual professional activities required for the

preparation of construction contract documents and the construction of the Project in accordance with

the requirements of Wick's Law.

For Full Scope See - APPENDIX “A” - SCOPE OF SERVICES

No tasks shall be undertaken by the Consultant without the prior written approval of the Corporation’s designated project

manager. This is a Requirements Contract and Work Orders identifying the project and defining the scope will be issued to

the Consultant on an as needed basis during the contract period. These will identify the project and define the scope of

services:

h) The sole authority to issue a Work order for these contracts is vested in the Assistant Vice President, Office of

Facilities Development, unless otherwise delegated in writing.

i) Work Orders under this contract may be issued at any time during the period of this contract. Actual

performance of the work may extend beyond the contract period.

j) On as-needed basis, Work Orders may be issued to perform the services required for a particular project.

k) Upon receipt of such Work Order, the Consultant shall promptly contact the project manager (PM). Each

work/purchase order will indicate the PM designated for that project.

l) No services shall be performed under this contract until a written Work Order is issued defining the scope of

work and a not-to-exceed lump sum fee or not-to-exceed fee based on the mutually agreed hours of work. The

Work Order shall specify the start date and the completion date. The Consultant is cautioned that payment will

not be made for any work performed that is not authorized by the responsible party in an official Work Order.

m) Consultant shall provide the Assistant Vice President, Office of Facilities Development with a copy of each and

every Work Order received; and provide a monthly status report of all open and completed work orders in a

format approved by NYCH+H. These shall be delivered to:

Denise Lyman

NYCH+H, Office of Facilities Development

55 Water Street, 25

Floor

New York, NY 10041

n) Each Work Order shall reference the contract number and shall identify the facility for which the work is

required; the project scope of work; time-card upset and/or lump-sum fees and required time for performance.

The completion dates may be extended if the PM determines that incurred delays were beyond the control of

the Consultant.

2.3.2 DEFINITIONS

j) The "Contract" or “Agreement” shall mean this Agreement and all attachments thereto. In the event that any of

the terms and conditions in the Agreement is inconsistent with the terms of any of the attachments or exhibits

therewith, the terms and conditions of the specific requirements attached shall have precedence.

k) The "Corporation" shall mean the New York City Health and Hospitals Corporation, a public benefit corporation

having its principal place of business at 125 Worth Street, New York, New York 10013.

l) The "President" shall mean the President of the New York City Health and Hospitals Corporation, his or her

successors or duly authorized representatives, empowered to act on behalf of the Corporation with regard to

this Contract.

m) The "Project" shall mean the scope of work included in a work order.

n) The “Assistant Vice President, Office of Facilities Development” means a person who is the Corporation’s

representative and authorized to enter into, administer and/or terminate this Agreement.

o) The local Facility Manger, “Office of Facilities Development”, is an H+H manager who works closely with the

Network employees, including Facility Representatives.

p) The “Project Manager (PM)”, is an H+H employee, assigned as the authorized representative of the