REQUEST FOR PROPOSALS - DDC Document Exchange - NYC.gov

Appendix A December 2010 Final
D. The provisions of this Section shall not hinder, prevent, or affect an assignment by the Contractor
for the benefit of its creditors made pursuant to the Laws of the State.
E. This Agreement may be assigned, in whole or in part, by the City to any corporation, agency, or
instrumentality having authority to accept such assignment. The City shall provide the Contractor with written
notice of any such assignment.
Section 3.02 Subcontracting
A. The Contractor shall not enter into any subcontract for an amount greater than Five Thousand
Dollars ($5,000) for the performance of its obligations, in whole or in part, under this Agreement without the prior
approval by the Department of the subcontractor. The Department hereby grants approval for all subcontracts for an
amount that does not exceed Five Thousand Dollars ($5,000). The Contractor must submit monthly reports to the
Department indicating all such subcontractors. All subcontracts must be in writing.
B. Prior to entering into any subcontract for an amount greater than Five Thousand Dollars ($5,000),
the Contractor shall submit a written request for the approval of the proposed subcontractor to the Department
giving the name and address of the proposed subcontractor and the portion of the services that it is to perform and
furnish. At the request of the Department, a copy of the proposed subcontract shall be submitted to the Department.
The proposed subcontractor’s VENDEX Questionnaire must be submitted, if required, within thirty (30) Days after
the ACCO has granted preliminary approval of the proposed subcontractor. Upon the request of the Department, the
Contractor shall provide any other information demonstrating that the proposed subcontractor has the necessary
facilities, skill, integrity, past experience and financial resources to perform the specified services in accordance
with the terms and conditions of this Agreement. The Agency shall make a final determination in writing approving
or disapproving the subcontractor after receiving all requested information. For proposed subcontracts that do not
exceed Twenty-five Thousand Dollars ($25,000), the Department’s approval shall be deemed granted if the
Department does not issue a written approval or disapproval within forty-five (45) Days of the Department’s receipt
of the written request for approval or, if applicable, within forty-five (45) Days of the Department’s acknowledged
receipt of fully completed VENDEX Questionnaires for the subcontractor.
C. All subcontracts shall contain provisions specifying that:
1. The work performed by the subcontractor must be in accordance with the terms of the
agreement between the City and the Contractor;
2. Nothing contained in the agreement between the Contractor and the subcontractor shall
impair the rights of the City;
3. Nothing contained in the agreement between the Contractor and the subcontractor, or
under the agreement between the City and the Contractor, shall create any contractual relation between the
subcontractor and the City; and
4. The subcontractor specifically agrees to be bound by Section 4.07 and Article 5 of this
Appendix A and specifically agrees that the City may enforce such provisions directly against the
subcontractor as if the City were a party to the subcontract.
D. The Contractor agrees that it is as fully responsible to the Department for the acts and omissions of
its subcontractors and of persons either directly or indirectly employed by such subcontractors as it is for the acts
and omissions of any person directly employed by it.
E. For determining the value of a subcontract, all subcontracts with the same subcontractor shall be
aggregated.
F. The Department may revoke the approval of a subcontractor granted or deemed granted pursuant
to Paragraphs (A) and (B) of this section if revocation is deemed to be in the interest of the City in writing on no less
than ten (10) Days notice unless a shorter period is warranted by considerations of health, safety, integrity issues or
other similar factors. Upon the effective date of such revocation, the Contractor shall cause the subcontractor to
cease all work under the Agreement. The City shall not incur any further obligation for services performed by such
subcontractor pursuant to this Agreement beyond the effective date of the revocation. The City shall pay for
services provided by the subcontractor in accordance with this Agreement prior to the effective date of revocation.
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