nycmmccontractamend5.htm


     

    Back to Form
8-K

    Exhibit
10.1


    
       

      MEDICAID
MANAGED CARE MODEL CONTRACT

    

    
      


       

      Amendment
of Agreement

    

    
      Between

    

    
      City of
New York

    

    
      And

    

    
      WellCare
of New York, Inc.

    

    
      


    

    
      This
Amendment, effective April 1, 2008 unless otherwise noted below, amends the
Medicaid Managed Care Model Contract (hereinafter referred to as the
"Agreement") made by and between the City of New York acting through the New
York City Department of Health and Mental Hygiene (hereinafter referred to as
"DOHMH" or "LDSS") and WellCare of New York, Inc. (hereinafter referred to as
"Contractor" or "MCO").

    

    
       

      WHEREAS, the parties entered
into an Agreement effective October 1, 2005, amended April 1, 2006, January 1,
2007, April 1, 2007, and October 1, 2007 for the purpose of providing prepaid
case managed health services to Medical Assistance recipients residing in New
York City; and

    

    
       

      WHEREAS, the parties desire to
amend said Agreement to modify certain provisions to reflect current
circumstances and intentions;

    

    
       

      NOW THEREFORE, effective April
1, 2008 unless otherwise noted below, it is mutually agreed by the parties to
amend this Agreement as follows:

    

    
       

      
        	
                 
      

              	
                1.

              	
                Effective October 1,
      2008, amend Section 1 "Definitions" to add a definition for "Medicaid
      Managed
      Care Quality Incentive" to read as
  follows:

              


      

    

    


    "Medicaid Managed Care Quality Incentive" means
a monetary incentive in the form of a percentage of the managed care capitation
payment rates that is awarded to MCOs with superior performance in relation to a
predetermined set of measures which may include quality of care, consumer
satisfaction and compliance measures.

    
      


    

    
      
        	
                 
      

              	
                2.

              	
                Effective
      October 1, 2008, amend Section 2.7 "Termination" to read as
      follows:

              


      

    

    
      


    

    
      2.7           Termination

    

    
       

                      a)           DOHMH
Initiated Termination

    

    
       

      
        	
                 
      

              	
                i)

              	
                DOHMH
      shall have the right to terminate this Agreement, in whole or in part; for
      either the Contractor's MMC or FIIPlus product; or for either or both
      products in specified counties of Contractor's service area, if the
      Contractor:

              


      

    

    
      


    

    
      
        	
                 
      

              	
                A)

              	
                takes
      any action that threatens the health, safety, or welfare of its
      Enrollees;

              


      

    

    
      
        	
                 
      

              	
                B)

              	
                has
      engaged in an unacceptable practice under 18 NYCRR Part 515, that affects
      the fiscal integrity of the MMC or FHPlus Program or engaged in an
      unacceptable practice pursuant to Section 27.2 of this
      Agreement;

              


      

    

    
      
        	
                 
      

              	
                C)

              	
                has
      its Certificate of Authority suspended, limited or revoked by
      SDOH;

              
	 	D)	materially
      breaches the Agreement or fails to comply with any term or condition of
      this Agreement that is not cured within twenty (20) days, or to such
      longer period as the parties may agree, of SDOH or DOHMH's written request
      for compliance;


      

    


    
      
        April
1, 2008 Amendment

         


      

      
        1

        
          

        

      

      
         


      

    

    
      


    

    
      
      

    

    
      
        	
                 
      

              	
                E)

              	
                becomes
      insolvent;

              


      

    

    
      
        	
                 
      

              	
                F)

              	
                brings
      a proceeding voluntarily, or has a proceeding brought against it
      involuntarily, under Title 11 of the U.S. Code (the Bankruptcy
      Code);

              


      

    

    
      
        	
                 
      

              	
                G)

              	
                knowingly
      has a director, officer, partner or person owning or controlling more than
      five percent (5%) of the Contractor's equity, or has an employment,
      consulting, or other agreement with such a person for the provision of
      items and/or services that are significant to the Contractor's contractual
      obligation who has been debarred or suspended by the federal, state or
      local government, or otherwise excluded from participating in procurement
      activities; or

              


      

    

    
      
        	
                 
      

              	
                H)

              	
                failed
      to qualify for any incentive based on SDOH's Medicaid Managed Care Quality
      Incentive calculation in each of three consecutive years; after two
      consecutive years of failing to qualify for any such incentive, the
      Contractor will be notified by DOHMH that the Contractor has one year
      remaining to raise its scores to the requisite level or be subject to
      DOHMH-initiated termination or non-renewal of this Agreement. By December
      1 of each calendar year, SDOH will issue the general parameters of the
      Quality Incentive measures to be implemented for the subsequent year which
      form the basis for awarding the Quality Incentive in the year following
      the measurement. In no instance will quality data scores for years prior
      to measurement year 2007 be utilized for contract
    termination.

              


      

    

    
      


    

    
      
        	
                 
      

              	
                ii)

              	
                The
      DOHMH will notify the Contractor of its intent to terminate this Agreement
      for the Contractor's failure to meet the requirements of this Agreement
      and provide Contractor with a hearing prior to the
      termination.

              


      

    

    
      
        	
                 
      

              	
                iii)

              	
                If 
      SDOH suspends, limits or revokes Contractor's Certificate of Authority
      under PHL § 4404, and:

              


      

    

    
      


    

    
      
        	
                 
      

              	
                A)

              	
                if
      such action results in the Contractor ceasing to have authority to serve
      the entire contracted service area, as defined by Appendix M of this
      Agreement, this Agreement shall terminate on the date the Contractor
      ceases to have such authority;
or

              


      

    

    
      
        	
                 
      

              	
                B)

              	
                if
      such action results in the Contractor retaining authority to serve some
      portion of the contracted service area, the Contractor shall continue to
      offer its MMC and/or FHPIus products under this Agreement in any
      designated geographic areas not affected by such action, and shall
      terminate its MMC and/or FHPIus products in the geographic areas where the
      Contractor ceases to have authority to
serve.

              


      

    

    
      
        	
                 
      

              	
                iv)

              	
                No
      hearing will be required if this Agreement terminates due to SDOH
      suspension, limitation or revocation of the Contractor's Certificate of
      Authority.

              


      

    

     

    
      
        
          	
                   
      

                	
                  v)

                	
                  Prior
      to the effective date of the termination the DOHMH shall notify Enrollees
      of the termination, or delegate responsibility for such notification to
      the Contractor, and such notice shall include a statement that Enrollees
      may disenroll immediately without
cause

                


        

      

      
                                                    

                                                            b)       Contractor
and DOHMH Initiated Termination

         

        The
Contractor and the DOHMH each shall have the right to terminate this Agreement
in its entirety, for either the Contractor's MMC or FHPIus   product
if applicable, or for either or both products in specified counties of the
Contractor's service area, in the even that SDOH and the Contractor fail to
reach agreement on the monthly Capitation Rates. In such event, the party
exercising its right shall give the other party and SDOH written notice
specifying the reason for and the effective date of termination, which shall not
be less time than will permit an orderly transition of Enrollees, but no more
than ninety (90) days.

         

      

    

    
      
        April
1, 2008 Amendment

         


      

      
        2

        
          

        

      

      
         


      

    

                                    

    
      c)           Contractor
Initiated Termination

    

    
       

      
        	
                 
      

              	
                i)

              	
                The
      Contractor shall have the right to terminate this Agreement in its
      entirety, for either the Contractor's MMC or FHPIus product if applicable,
      or for either or both products in specified counties of the Contractor's
      service area as identified in Appendix M, in the event that DOHMH
      materially breaches the Agreement or fails to comply with any term or
      condition of this Agreement that is not cured within twenty (20) days, or
      within such longer period as the parties may agree, of the Contractor's
      written request for compliance. The Contractor shall give DOHMH written
      notice specifying the reason for and the effective date of the
      termination, which shall not be less time than will permit an orderly
      transition of Enrollees, but no more than ninety (90)
  days.

              


      

    

    
       

      
        	
                 
      

              	
                ii)

              	
                The
      Contractor shall have the right to terminate this Agreement, in its
      entirety, for either the Contractor's MMC or FHPIus product if applicable,
      or for either or both products in specified counties of the Contractor's
      service area as identified in Appendix M, in the event that its
      obligations are materially changed by modifications to this Agreement and
      its Appendices by SDOH or DOHMH. In such event, Contractor shall give
      DOHMH and SDOH written notice within thirty (30) days of notification of
      changes to the Agreement or Appendices specifying the reason and the
      effective date of termination, which shall not be less time than will
      permit an orderly transition of Enrollees, but no more than ninety (90)
      days.

              


      

    

    
       

      
        	
                 
      

              	
                iii)

              	
                The
      Contractor shall have the right to terminate this Agreement in its
      entirety, for either the Contractor's MMC or FHPIus product if applicable,
      or for either or both products in specified counties of the Contractor's
      service area as identified in Appendix M, if the Contractor is unable to
      provide services pursuant to this Agreement because of a natural disaster
      and/or an act of God to such a degree that Enrollees cannot obtain
      reasonable access to services within the Contractor's organization, and,
      after diligent efforts, the Contractor cannot make
      other provisions for the delivery of such services. The Contractor shall
      give SDOH and DOHMH written notice of any such termination that
      specifies:

              


      

    

     

    
      
        	
                 
      

              	
                 

              


      

      
        
          	
                   
      

                	
                  A)

                	
                  the
      reason for the termination, with appropriate documentation of the
      circumstances arising from a natural disaster and/or an act of God that
      preclude reasonable access to
services;

                


        

      

      
        
          	
                   
      

                	
                  B)

                	
                  the
      Contractor's attempts to make other provision for the delivery of
      services; and

                


        

      

      
        
          	
                   
      

                	
                  C)

                	
                  the
      effective date of the termination, which shall not be less time than will
      permit an orderly transition of Enrollees, but no more than ninety (90)
      days.

                


        

      

      
        
           

          d)           Termination
Due To Loss of Funding

          
            


            In the
event that State and/or Federal funding used to pay for services under this
Agreement is reduced so that payments cannot be made in full, this Agreement
shall automatically terminate, unless both parties agree to a modification of
the obligations under this Agreement. The effective date of such termination
shall be ninety (90) days after the Contractor receives written notice of the
reduction in payment, unless available funds are insufficient to continue
payments in full during the ninety (90) day period, in which case DOHMH shall
give the Contractor written notice of the earlier date upon which the Agreement
shall terminate. A reduction in State and/or Federal funding cannot reduce
monies due and owing to the Contractor on or before the effective date of the
termination of the Agreement.

             

          

        

      

    

    
      
        April
1, 2008 Amendment

         


      

      
        3

        
          

        

      

      
         


      

    

    
       

    

    
      
        	
                 
      

              	
                3.

              	
                Amend Appendix D "New
      York State Department of Health Marketing Guidelines." Section D.3. 3. e)
      to read as follows:

              


      

    

    
       

      
        	
                 
      

              	
                e)

              	
                The
      Contractor shall limit the staffing (FTEs) involved in the
      marketing/facilitated enrollment process. The limit shall be set at 150
      FTEs for New York City and 75 FTEs for the metropolitan New York City area
      defined as Nassau, Suffolk, Westchester and Rockland Counties. FTEs
      subject to the limit include Marketing Representatives, Facilitated
      Enrollers and any other staff that conduct new enrollments, provide
      community presentations on coverage options and/or engage in outreach
      activities designed to develop enrollment leads. Managers and retention
      staff are not included in the limit as long as they do not personally
      conduct enrollments.

              


      

    

    
       

      
        	
                 
      

              	
                4.

              	
                The attached Appendix
      A, "New York State Standard Clauses," is substituted for the period
      beginning
      April 1, 2008.

              


      

    

    
       

      All other
provisions of said AGREEMENT shall remain in full force and
effect.

    

    
      

        
          
            April
1, 2008 Amendment

             


          

          
            4

            
              

            

          

          
             


          

        

      

       

    

    
      This
Amendment is effective April 1, 2008 unless otherwise noted above and the
Agreement, including the modifications made by this Amendment and previous
Amendments, shall remain in effect until September 30, 2009 or until an
extension, renewal or successor Agreement is entered into as provided for in the
Agreement.

    

    
       

      IN
WITNESS WHEREOF, the parties have duly executed this Amendment to the Agreement
on the dates appearing below their respective signatures.

       

    

    
      	
              CONTRACTOR

            	
              CITY
      OF NEW YORK

            
	
               

              By
      /s/ Heath
      Schiesser                    
      

            	
               

              By /s/ Andrew
      Rein                       
              

            
	
               

              Heath
      Schiesser                                
      

                (Printed
      Name)

            	
               

                                                                                

              (Printed
      Name)

               

            
	
               

              Title President and
      CEO                  
      

            	
               

              Title
      COO                                                

            
	
               

              WellCare of New York,
      Inc.             

                (Contractor
      Name)

            	
               

               

              (NYC
      DOHMH)

            
	
               

              Date 7-30-08                                       
      

            	
               

              Date
      9-2-08                                              

            


    

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    
      STATE OF
NEW YORK)

      SS:

    

    
      COUNTY OF
NEW YORK

    

    
      


       

      On this
30 day of July , 2008, Heath Schiesser came before me, to me
known and known to be the President of WellCare of New York, Inc. who is duly authorized to execute the
foregoing instrument on behalf of said corporation and s/he acknowledged to me
that s/he executed the same for the purpose therein
mentioned.

    

    
      


      /s/ Cathleen
McGlynn

    

    
      NOTARY
PUBLIC

    

    
      


    

    
       

    

    
      STATE OF
NEW YORK)

    

    
      SS.:


      COUNTY OF
NEW YORK

    

    
       

    

    
      


    

    
      On
this 2 day of Sept., 2008, Andrew Rein came before me, to me
known and known to be the COO in
the New York City Department of Health and Mental Hygiene, who is duly
authorized to execute the foregoing instrument on behalf of the City and s/he
acknowledged to me that s/he executed the same for the purpose therein
mentioned.

    

    
      


    

    
                                                                                                                                                                                                             /s/ Frank
Lane              


    

    
      NOTARY
PUBLIC

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      APPENDIX
A

    

    
      New
York State Standard Clauses

    


    
      
        
           Appendix
A

          June 2006

        

      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               STANDARD CLAUSES FOR NYS
      CONTRACTS                                                                                                                                                                                                                  
      Appendix
  A

            


    

     

    
      The
parties to the attached contract, license, lease, amendment or other agreement
of any kind (hereinafter, "the contract" or "this contract") agree to be bound
by the following clauses which are hereby made a part of the contract (the word
"Contractor" herein refers to any party other than the State, whether a
contractor, licenser, licensee, lessor, lessee or any other
party):


    

    
       

      1.      EXECUTORY
CLAUSE. In accordance with Section 41 of the Slate Finance Law,
the State shall have no liability under this contract to the
Contractor or to anyone else beyond funds appropriated and available for this
contract.

    

    
       

      2.      NON-ASSIGNMENT
CLAUSE. In accordance with Section 138 of the State Finance Law,
this contract may not be assigned by the Contractor or its right, title or
interest therein assigned, transferred, conveyed, sublet or otherwise disposed
of without the previous consent, in writing, of the State and any attempts to
assign the contract without the State's written consent are null and void. The
Contractor may, however, assign its right to receive payment without the State's
prior written consent unless this contract concerns Certificates of
Participation pursuant to Article 5-A of the State Finance Law.

       

    

    
      3.      COMPTROLLER'S
APPROVAL. In accordance with Section 112 of the State Finance Law
(or, if this contract is with the State University or City University of New
York, Section 355 or Section 6218 of the Education Law), if this contract
exceeds $50,000 (or the minimum thresholds agreed to by the Office of the State
Comptroller for certain S.U.N.Y. and C.U.N.Y. contracts), or if this is an
amendment for any amount to a contract which, as so amended, exceeds said
statutory amount, or if, by this contract, the State agrees to give something
other than money when the value or reasonably estimated value of such
consideration exceeds $10,000, it shall not be valid, effective or binding upon
the State until it has been approved by the State Comptroller and filed in his
office. Comptroller's approval of contracts let by the Office of General
Services is required when such contracts exceed $85,000 (State Finance Law
Section 163.6.a).

    

    
       

      4.      WORKERS'
COMPENSATION BENEFITS. In accordance with Section 142 of the State
Finance Law, this contract shall be void and of no force and effect unless the
Contractor shall provide and maintain coverage during the life of this contract
for the benefit of such employees as are required to be covered by the
provisions of the Workers' Compensation Law.

    

    
       

      5.      NON-DISCRIMINATION
REQUIREMENTS. To the extent required by Article 15 of the
Executive Law (also known as the Human Rights Law) and all other State and
Federal statutory and constitutional non-discrimination provisions, the
Contractor will not discriminate against any employee or applicant for
employment because of race, creed, color, sex, national origin, sexual
orientation, age, disability, genetic predisposition or carrier status, or
marital status. Furthermore, in accordance with Section 220-e of the Labor Law,
if this is a contract for the construction, alteration or repair of any public
building or public work or for the manufacture, sale or distribution of
materials, equipment or supplies, and to the extent that this contract shall be
performed within the State of New York, Contractor agrees that neither it nor
its subcontractors shall, by reason of race, creed, color, disability, sex, or
national origin: (a) discriminate in hiring against any New York State citizen
who is qualified and available to perform the work; or (b) discriminate against
or intimidate any employee hired for the performance of work under this
contract. If this is a building service contract as defined in Section 230 of
the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees
that neither it nor its subcontractors shall by reason of race, creed, color,
national origin, age, sex or disability: (a) discriminate in hiring against any
New York State citizen who is qualified and available to perform the work; or
(b)
discriminate   against   or   intimidate   any   employee   hired   for   the
performance
of work under this contract. Contractor is subject to fines of $50.00 per person
per day for any violation of Section 220-e or Section 239 as well as possible
termination of this contract and forfeiture of all moneys due hereunder for a
second or subsequent violation.

    

    
       

      6.      WAGE AND
HOURS PROVISIONS. If this is a public work contract covered by
Article 8 of the Labor Law or a building service contract covered by Article 9
thereof, neither Contractor's employees nor the employees of its subcontractors
may be required or permitted to work more than the number of hours ,or days
stated in said statutes, except as otherwise provided in the Labor Law and as
set forth in prevailing wage and supplement schedules issued by the State Labor
Department. Furthermore, Contractor and its subcontractors must pay at least the
prevailing wage rate and pay or provide the prevailing supplements, including
the premium rates for overtime pay, as determined by the State Labor Department
in accordance with the Labor Law.

       

    

    
      7.      NON-COLLUSIVE
BIDDING CERTIFICATION. In accordance with Section 139-d of the
State Finance Law, if this contract was awarded based upon the submission of
bids, Contractor affirms, under penalty of perjury, that its bid was arrived at
independently and without collusion aimed at restricting competition. Contractor
further affirms that, at the time Contractor submitted its bid, an authorized
and responsible person executed and delivered to the State a non-collusive
bidding certification on Contractor's behalf.

    

    
       

      8.      INTERNATIONAL
BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor
Law and Section 139-h of the State Finance Law, if this contract exceeds $5,000,
the Contractor agrees, as a material condition of the contract, that neither the
Contractor nor any substantially owned or affiliated person, firm, partnership
or corporation has participated, is participating, or shall participate in an
international boycott in violation of the federal Export Administration Act of
1979 (50 USC App. Sections 2401 et seq.) or regulations there under. If such
Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is
otherwise found to have violated said laws or regulations upon the final
determination of the United States Commerce Department or any other appropriate
agency of the United States subsequent to the contract's execution, such
contract, amendment or modification thereto shall be rendered forfeit and void.
The Contractor shall so notify the State Comptroller within five (5) business
days of such conviction, determination or disposition of appeal (2NYCRR
105.4).

    

    
       

      9.      SET-OFF
RIGHTS. The State shall have all of its common law, equitable and
statutory rights of set-off. These rights shall include, but not be limited to,
the State's option to withhold for the purposes of set­off any moneys due to
the Contractor under this contract up to any amounts due and owing to the State
with regard to this contract, any other contract with any State department or
agency, including any contract for a term commencing prior to the term of this
contract, plus any amounts due and owing to the State for any other reason
including, without limitation, tax delinquencies, fee delinquencies or monetary
penalties relative thereto. The State shall exercise its set-off rights in
accordance with normal State practices including, in cases of set-off pursuant
to an audit, the finalization of such audit by the State agency, its
representatives, or the State Comptroller.

       

      10.    RECORDS.
The Contractor shall establish and maintain complete and accurate books,
records, documents, accounts and other evidence directly pertinent to
performance under this contract (hereinafter, collectively, "the Records"). The
Records must be kept for the balance of the calendar year in which they were
made and for six (6) additional years thereafter. The State Comptroller, the
Attorney General and any other person or entity authorized to conduct an
examination, as well as the agency or agencies involved in this contract, shall
have access to the Records during normal business hours at an office of the
Contractor within the State of New York or, if no such office is available, at a
mutually agreeable and reasonable venue within the State, for the term specified
above for the purposes of inspection, auditing and copying. The State shall take
reasonable steps to protect from public disclosure any of the Records which are
exempt from disclosure under Section 87 of the Public Officers Law (the
"Statute") provided that: (i) the Contractor shall timely inform an appropriate
State official, in writing, that said records should not be disclosed; and (ii)
said records shall be sufficiently identified; and (iii) designation of said
records as exempt under the Statute is reasonable. Nothing contained herein
shall diminish, or in any way adversely affect, the State's right to discovery
in an\ pending or future litigation.

    


    
      
        June,
2006

      

      
        Page
1

        
          

        

      

      
         


      

    

    
       

      
        
          	
                   STANDARD CLAUSES FOR NYS
      CONTRACTS                                                                                                                                                                                                                 
      Appendix
  A

                


        

         

      

    

    
      11.    IDENTIFYING
INFORMATION AND PRIVACY NOTIFICATION. (a) FEDERAL EMPLOYER
IDENTIFICATION NUMBER and/or FEDERAL SOCIAL SECURITY NUMBER. All invoices or New
York State standard vouchers submitted for payment for the sale of goods or
services or the lease of real or personal property to a New York State agency
must include the payee's identification number, i.e., the seller's or lessor's
identification number. The number is either the payee's Federal employer
identification number or Federal social security number, or both such numbers
when the payee has both such numbers. Failure to include this number or numbers
may delay payment. Where the payee does not have such number or numbers, the
payee, on its invoice or New York State standard voucher, must give the reason
or reasons why the payee does not have such number or
numbers.

    

    
       

      (b)  
PRIVACY NOTIFICATION. (1) The authority to request the above personal
information from a seller of goods or services or a lessor of real or personal
property, and the authority to maintain such information, is found in Section 5
of the State Tax Law. Disclosure of this information by the seller or lessor to
the State is mandatory. The principal purpose for which the information is
collected is to enable the State to identify individuals, businesses and others
who have been delinquent in filing tax returns or may have understated their tax
liabilities and to generally identify persons affected by the taxes administered
by the Commissioner of Taxation and Finance. The information will be used for
tax administration purposes and for any other purpose authorized by law. 
(2)  
The personal information is requested by the purchasing unit of the agency
contracting to purchase the goods or services or lease the real or personal
property covered by this contract or lease. The information is maintained in New
York State's Central Accounting System by the Director of Accounting Operations,
Office of the State Comptroller, 110 State Street, Albany, New York
12236.

    

    
       

      12    EQUAL EMPLOYMENT
OPPORTUNITIES FOR MINORITIES
AND WOMEN. In
accordance with Section 312 of the Executive Law, if this contract is: (i) a
written agreement or purchase order instrument, providing for a total
expenditure in excess of $25,000.00, whereby a contracting agency is committed
to expend or does expend funds in return for labor, services, supplies,
equipment, materials or any combination of the foregoing, to be performed for,
or rendered or furnished to the contracting agency; or (ii) a written agreement
in excess of $100,000.00 whereby a contracting agency is committed to expend or
does expend funds for the acquisition, construction, demolition, replacement,
major repair or renovation of real property and improvements thereon; or (iii) a
written agreement in excess of $100,000.00 whereby the owner of a State assisted
housing project is committed to expend or does expend funds for the acquisition,
construction, demolition, replacement, major repair or renovation of real
property and improvements thereon for such project, then:

    

    
      


      (a)  
The Contractor will not discriminate against employees or applicants for
employment because of race, creed, color, national origin, c\. age. disability
or marital status, and will undertake or continue existing programs of
affirmative action to ensure that minority group members and women are afforded
equal employment opportunities
without  discrimination.     Affirmative
action  shall  mean recruitment, employment, job assignment,
promotion, upgradings, demotion, transfer, layoff, or termination and rates of
pay or other forms of compensation;

    

    
       

      (b)    at
the request of the contracting agency, the Contractor shall request each
employment agency, labor union, or authorized representative of workers with
which it has a collective bargaining or other agreement or understanding, to
furnish a written statement that such employment agency, labor union or
representative will not discriminate on the basis of race, creed, color,
national origin, sex, age, disability or marital status and that such union or
representative will affirmatively cooperate in the implementation of the
contractor's obligations herein; and

    

    
       

      (c)    the
Contractor shall state, in all solicitations or advertisements for employees,
that, in the performance of the State contract, all qualified applicants will be
afforded equal employment opportunities without discrimination because of race,
creed, color, national origin, sex, age, disability or marital
status.

    

    
       

      Contractor
will include the provisions of "a", "b", and "c" above, in every subcontract
over $25,000.00 for the construction, demolition, replacement, major repair,
renovation, planning or design of real property and improvements thereon (the
"Work") except where the Work is for the beneficial use of the Contractor.
Section 312 does not apply to: (i) work, goods or services unrelated to this
contract; or (ii) employment outside New York State; or (iii) banking services,
insurance policies or the sale of securities. The State shall consider
compliance by a contractor or subcontractor with the requirements of any federal
law concerning equal employment opportunity which effectuates the purpose of
this section. The contracting agency shall determine whether the imposition of
the requirements of the provisions hereof duplicate or conflict with any such
federal law and if such duplication or conflict exists, the contracting agency
shall waive the applicability of Section 312 to the extent of such duplication
or conflict. Contractor will comply with all duly promulgated and lawful rules
and regulations of the Governor's Office of Minority and Women's Business
Development pertaining hereto.

    

    
       

      13.   CONFLICTING
TERMS. In the
event of a conflict between the terms of the contract (including any and all
attachments thereto and amendments thereof) and the terms of this Appendix A,
the terms of this Appendix A shall control.

    

    
       

      14.    GOVERNING LAW.
This contract shall be governed by the laws of the State of New York except
where the Federal supremacy clause requires otherwise.

    

    
       

      15.   LATE
PAYMENT.
Timeliness of payment and any interest to be paid to Contractor for late
payment shall be governed by Article 11-A of the State Finance Law to the extent
required by law.

       

      
        
          16.   NO
ARBITRATION.
Disputes involving this contract, including the breach or alleged breach
thereof, may not be submitted to binding arbitration (except where statutorily
authorized), but must, instead, be heard in a court of competent jurisdiction of
the State of New York.

        

        
           

          17.   SERVICE
OF PROCESS. In
addition to the methods of service allowed by the State Civil Practice Law &
Rules ("CPLR"), Contractor hereby consents to service of process upon it by
registered or certified mail, return receipt requested. Service hereunder shall
be complete upon Contractor's actual receipt of process or upon the State's
receipt of the return thereof by the United States Postal Service as refused or
undeliverable. Contractor must promptly notify the State, in writing, of each
and every change of address to which service of process can be made. Service by
the State to the last known address shall be sufficient. Contractor will have
thirty (30) calendar days after service hereunder is complete in which to
respond.

        

      

      


      
        
          
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                   STANDARD CLAUSES FOR NYS
      CONTRACTS                                                                                                                                                                                                                
      Appendix
  A

                


        

      

      
18.    PROHIBITION
ON PURCHASE OF TROPICAL HARDWOODS.
The Contractor certifies and warrants that all wood products to be used under
this contract award will be in accordance with, bin not limited to, the
specifications and provisions of State Finance Law §165. (Use of Tropical
Hardwoods) which prohibits purchase and use of tropical hardwoods, unless
specifically exempted, by the State or any governmental agency or political
subdivision or public benefit corporation. Qualification for an exemption under
this law will be the responsibility of the contractor to establish to meet with
the approval of the State.

    

    
       

      In
addition, when any portion of this contract involving the use of woods, whether
supply or installation, is to be performed by any subcontractor, the prime
Contractor will indicate and certify in the submitted bid proposal that the
subcontractor has been informed and is in compliance with specifications and
provisions regarding use of tropical hardwoods as detailed in §165 State Finance
Law. Any such use must meet with the approval of the State; otherwise, the bid
may not be considered responsive. Under bidder certifications, proof of
qualification for exemption will be the responsibility of the Contractor to
meet with the approval of the State.

    

    
       

      19.    MACBRIDE   FAIR   EMPLOYMENT   PRINCIPLES.
In accordance with the MacBride Fair Employment Principles (Chapter 807 of the
Laws of 1992), the Contractor hereby stipulates that the Contractor either (a)
has 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 of the New York Slate Finance Law), and shall permit independent monitoring
of compliance with such principles.

    

    
       

      20.    OMNIBUS
PROCUREMENT ACT OF 1992. It is the policy of New York State to
maximize opportunities for the participation of New York State business
enterprises, including minority and women-owned business enterprises as bidders,
subcontractors and suppliers on its procurement contracts.

    

    
      


      Information
on the availability of New York State subcontractors and suppliers is available
from:

    

    
      


      NYS
Department of Economic Development

    

    
      Division
for Small Business

    

    
      30 South
Pearl St -- 7th
Floor

    

    
      Albany,
New York  12245

    

    
      Telephone:
518-292-5220

    

    
      Fax:
518-292-5884

    

    
      http://www.empire.state.ny.us

    

    
      


      A
directory of certified minority and women-owned business enterprises is
available from:

    

    
       

      NYS
Department of Economic Development

    

    
      Division
of Minority and Women's Business Development

    

    
      30 South
Pearl St - 2nd Floor

    

    
      Albany,
New York 12245

    

    
      Telephone:
518-292-5250

    

    
      Fax:
518-292-5803

    

    
      http://www.empire.state.ny.us

    

    
       

      The
Omnibus Procurement Act of 1992 requires that by signing this bid proposal or
contract, as applicable, Contractors certify that whenever the total bid amount
is greater than $1 million:

    

    
       

      (a)  
 The Contractor has made reasonable efforts to encourage the participation
of New York State Business Enterprises as suppliers and subcontractors,
including certified minority and women-owned business enterprises, on this
project, and has retained the documentation of these efforts to be provided upon
request to the State;

    

    
       

      (b)  
 The Contractor has complied with the Federal Equal Opportunity Act of 1972
(P.L. 92-261), as amended;

    

    
       

      
        	
                (c)

              	
                The
      Contractor agrees to make reasonable efforts to provide notification to
      New York State residents of employment opportunities on this project
      through listing any such positions with the Job Service Division of the
      New York State Department of Labor, or providing such notification in such
      manner as is consistent with existing collective bargaining contracts or
      agreements. The Contractor agrees to document these efforts and to provide
      said documentation to the State upon request;
  and

              


      

    

    
       

      
        	
                (d)

              	
                The
      Contractor acknowledges notice that the State may seek to obtain offset
      credits from foreign countries as a result of this contract and agrees to
      cooperate with the State in these
efforts.

              


      

    

    
       

      
        	
                21.

              	
                RECIPROCITY
      AND SANCTIONS PROVISIONS. Bidders are hereby notified that
      if their principal place of business is located in a country, nation,
      province, state or political subdivision that penalizes New York State
      vendors, and if the goods or services they offer will be substantially
      produced or performed outside New York State, the Omnibus Procurement Act
      1994 and 2000 amendments (Chapter 684 and Chapter 383, respectively)
      require that they be denied contracts which they would otherwise obtain.
      NOTE: As of May 15, 2002, the list of discriminatory jurisdictions subject
      to this provision includes the states of South Carolina, Alaska, West
      Virginia, Wyoming, Louisiana and Hawaii. Contact NYS Department of
      Economic Development for a current list of jurisdictions subject to this
      provision.

              


      

    

    
       

      
        	
                22.

              	
                PURCHASES
      OF APPAREL. In accordance with State Finance Law 162 (4-a),
      the State shall not purchase any apparel from any vendor unable or
      unwilling to certify that: (i) such apparel was manufactured in compliance
      with all applicable labor and occupational safety laws, including, but not
      limited to, child labor laws, wage and hours laws and workplace safety
      laws, and (ii) vendor will supply, with its bid (or, if not a bid
      situation, prior to or at the time of signing a contract with the State),
      if known, the names and addresses of each subcontractor and a list of all
      manufacturing plants to be utilized by the
  bidder.

              


      

    


    
      
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                   STANDARD CLAUSES FOR NYS
      CONTRACTS                                                                                                                                                                                                                 
      Appendix
  A

                


        

      

       

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