wvoRK Procurement :TEOF Office of • aRTUNITY. General eS rvices Services Corning Tower, Empire State Plaza, Albany, NY 12242 I hltp-J/nyspro.ogs.ny.gov I [email protected] 1518-474-6717 AGREEMENT FOR PROJECT LABOR AGREEMENT SERVICES (STATEWIDE) BY AND BETWEEN THE NEW YORK STATE OFFICE OF GENERAL SERVICES AND HILL INTERNATIONAL, INC. CONTRACT NUMBER PS68222 Hill International, Inc .. Contract # PS68222 Page 2 of 22 THIS CONTRACT (hereinafter"Contract" or "Centralized Contract") for Project Labor Agreement Services is made between the People of the State of New York, acting by and through the Commissioner of the Officeof General Services (hereinafter"State" or "OGS") whose principal place of business is the 41st Floor, Corning Tower, The Governor Nelson A. Rockefeller Empire State Plaza, Albany, New York 12242, pursuant to authority granted under New York State Finance Law §163, and Hill International, lnc. (hereinafter "Contractor"), with its principal place of business at 2005 Market Street, 17th Floor, Philadelphia, PA 19103. The foregoing are collectively referred to as the "Parties" or each individually as a "Party." WHEREAS, OGS issued Solicitation #23110 (the "Solicitation") seeking proposals from qualified and experienced bidders with the capability to provide Project Labor Agreement Services, as set forth in the Solicitation, to Authorized Users of OGS Centralized Contracts; and WHERAS, OGS provided notification of the availability of the Solicitation by placing a notice in the April 13, 2018 edition of the New York State Contract Reporter; and WHERAS, the Solicitation set forth the minimum qualificationsand requirements that a bidder was required to meet to be eligible for consideration to receive an award; and WHERAS, Contractor submitted a responsive proposal which met the Solicitation requirements; and WHERAS, Contractor agrees to the terms and conditions set forth in this Centralized Contract and the Contractor is willing to provide the services as set forthherein to Authorized Users. NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, the Partieshereby agree as follows: Group 79000 Award 23110 Project Labor Agreement Services (Statewide) Hill International, Inc .• Contract # P S68222 Page 3 of 22 Contents 1 INTRODUCTION 4 1.1 OVERVIEW 4 1.2 BACKGROUND 4 1.3SCOPE 4 1.4 ESTIMATED QUANTITIES 5 1.5 DEFINITIONS 5 2 CONTRACT INFORMATION 5 2.1CENTRALIZED CONTRACT TERM 5 2.2 APPENDICES AND ATTACHMENTS 6 2.3 CONFLICT OF TERMS 6 2.4 SHORT TERM EXTENSION 6 3 CENTRALIZED CONTRACT TERMS AND CONDITIONS 7 3.1 PROJECT LABOR AGREEMENT (PLA) SERVICES 7 3.2 CONFIDENTIAL INFORMATION 9 3.3 INELIGIBILITYTO PROVIDE OTHER SERVICES 9 3.4WORK PRODUCT 9 3.5 PRICE 9 3.6 INVOICE AND PAYMENT 9 3. 7 NYS FINANCIAL SYSTEM (SFS) 10 3.8AMERICANS WITH DISABILITIES ACT (ADA) 10 3.9INSURANCE 11 3.10CONTRACTOR REQUIREMENTS AND PROCEDURES FOR NYS MWBE PARTICIPATION 11 3.11 PARTICIPATION OPPORTUNITIES FOR SDVOBs 13 3.12 NEW YORK STATE VENDOR RESPONSIBILITY 13 3.13 NYS TAX LAWSECTION 5-A 14 3.14 NON-STATE AGENCIES PARTICIPATION IN CENTRALIZED CONTRACTS 14 3.15 PROCUREMENT INSTRUCTIONS FOR AUTHORIZED USERS 14 3.16 NYS RESERVED RIGHTS 16 3.17 AUTHORIZED USER RESERVED RIGHTS 16 3.18 REPORT OF CONTRACT USAGE 16 3.19 EXTENSION OF USE 17 3.20 NEW ACCOUNTS 17 3.21DRUG AND ALCOHOL Use PROHIBITED 17 3.22TRAFFIC INFRACTIONS 17 3.23 PERFORMANCE AND BID BONDS 17 3.24 PERIODIC RECRUITMENT 18 3.25 EMPLOYEE INFORMATION REQUIREMENTS To BE REPORTED BY CERTAIN CONSULTANT/SERVICE CONTRACTORS 18 3.26 TRAVEL, MEAt ANO LODGING 20 4 GENERAL PROVISIONS 21 4.1 NOTICES 20 4.2 CAPTIONS 20 4.3 SEVERABILITY 20 4.4 COUNTERPARTS 20 4.5 ENTIRE AGREEMENT 21 SIGNATURE PAGE 21 Appendix A- Standard Clauses For New York State Contracts Appendix B- General Specifications Appendix C - How To Use This Contract Attachment 1 - Pricing Attachment 2 - Insurance Requirements Attachment 3 - Report of Contract Usage Group 79000 Award 23110 Project Labor Agreement Services (Statewide) Hill International, Inc.• Contract # PS68222 Page 4 of22 1 Introduction 1.1 Overview This Contract is awarded and executed by the New York State Office of General Services (OGS), a New York State (NYS) Agency authorized by law to issue Centralized Contracts for use by NYS Agencies and other Authorized Users, as defined by State Finance Law§ 163(1)(k). This Contract establishes Centralized Backdrop Contracts for Project Labor Agreement (PLA) Servicesto support Authorized Users' capital construction and design-build projects. The actual price proposed to be charged for providing PLA Serviceswill be determined by Awarded Contractors in response to a detailed Mini-bid (Mini-bid) Project Definition, as described below. Backdrop Contracts have an established set of standardized terms and conditions, guidelines, processes and templates. When an Authorized User requires PLA Services, the Authorized User will issue a competitive Mini­ bid in accordance with the terms and conditions of the Centralized Backdrop Contract and include any additional requirements. The Mini-bid will be distributed by the Authorized User to all Contractors. Contractors choosing to respond to the Mini-bid shall submit their actual proposed pricing, which shall not exceed their awarded Blended Rate. The Authorized User will then select Contractor based on the Mini-bid responses. Procurement instructions further describing the Mini-bid process and requirements for Authorized Users to purchase from the Centralized Backdrop Contracts are found in Appendix C - How to Use This Contract. 1.2 Background New York State Executive Order No. 49 (Gov. Pataki) and continued by Executive Order No. 2 (Gov. Andrew Cuomo) require State Agencies to establish procedures to consider whether to require PLAs on public construction projects. NYS Labor Law§ 222 permits State and local governmental entities to require a contractor for a construction project to enter into a PLA. In order to make the decision as to whether or not to require a PLA, governmental entities typically rely on a study providing a labor and cost analysis to review the feasibility, economic benefits, and appropriateness of using a PLA on a construction project. Such analysis will include an examination of the project and the proposed (or negotiated) PLA, including a description of the project and its significance, cost, schedule, effecton the public, and any aspects unique to the project, such as its complexity or atypical cost or schedule. The examination of potential PLA economic benefits should cover, among other things; cost savings, schedule benefits, the potential for labor unrest, and overall consistency with the NYS Labor Law. 1.3 Scope Contractors will provide an analysis of the labor market, work history, potential economic benefitsand other relevant factors pertainingto utilizing a Project Labor Agreement in connection with appropriate capital construction and design-build projects for Authorized Users. 1.4 Estimated Quantities No specific quantities are represented or guaranteed, and the State provides no guarantee of individual Authorized User participation. The Contractors must provide services actually ordered. The individual value of each resultant Contract is indeterminate. OGS cannot predict the number of awards that Authorized Users will make for PLA services. See Appendix B, Estimated/SpecfficQuantity Contractsand Participation in Centralized Contracts. Contractor agrees that the Contract is only for the quantity of services, if any, actually ordered during the Contract term. Group 79000 Award 23110 Project Labor Agreement Services (Statewide) Hill International, Inc .. Contract# PS68222 Page 5 of 22 1.5 Definitions Capitalized terms used in this Award shall be defined in accordance with Appendix B, Definitions, or as below. "Bid Deviation" shall refer to any variance submitted or proposed by a Bidder, which deviates from, adds extraneous terms to, conflicts with, or offersan alternative to any term,condition, specification, or requirement of the Solicitation. "Blended Rate" shall refer to an hourly rate that the Contractor shall charge for all personnel engaged in providing PLA Services. Typically, a blended rateis a single middle rate that Hes between the higher hourly rate charged for senior (more experienced) personnel and the lower hourly rate charged for junior (less experienced) personnel. "Centralized Contract" shall mean a contract awarded as a result of this Solicitation. Centralized Contracts are also referred to as a back drop contract. "Construction Industry" shall refer to the sectorof national economy engaged in preparation of land construction, alteration, and repair of buildings, structures, and other real property. "Mini-bid Agreement" shall refer to the resulting agreement from the competitive bidding of each Authorized User's Mini-bid Project Definition which is used to solicit bids from Centralized Contract holders, and is used as a basis for any resulting contract. "Mini-bid Contract" shall refer to a contract awarded as the result of a mini-bid. "Mini-bid Price" shall refer to the prices awarded fora Mini-bid agreement. A Mini-bid Price shall not exceed the Centralized Contract Blended Rate. "Mini-bid Project Definition" shall refer to a bid document containing project specific bid specifications developed by or for an Authorized User which solicits bids from Contractors previously qualified under a Centralized back-drop contract. "NYS Holidays" refers to the legal holidays for State employees in the classified