Common use of BACKGROUND QUESTIONNAIRES Clause in Contracts

BACKGROUND QUESTIONNAIRES. If the Contractor was required to complete VENDEX questionnaires to qualify for this Agreement, then the Contractor 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 Contractor understands that the Corporation's reliance upon the completeness of the Contractor's answers and veracity of the information stated therein are material conditions to the Corporation's execution of this Agreement. The Contractor shall submit the appropriate Questionnaires, or if applicable, a "Certification of No Change" upon the extension or renewal of this Agreement. The Contractor shall submit newly completed Questionnaires to the Corporation every three years from the date of its last submission of completed Questionnaires so long as this agreement is in effect. This Agreement shall be a nullity until the Contractor submits fully completed, signed and notarized Questionnaires to the Corporation. If, for any reason, final review of the Questionnaires and the Contractor'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 Contractor’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 Contractor, the Corporation may immediately suspend or terminate this Agreement upon written notice to the Contractor if it reasonably believes that Contractor is not making such efforts. In addition, after receipt of information from NYC Health + Hospitals 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 contractor not responsible to receive a contract award, the Corporation may, in its discretion, immediately suspend or terminate this Agreement. Such termination notice will provide the Contractor with an opportunity to contest the accuracy of the information at a hearing before a panel of Corporation officials, at which hearing the Contractor 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 Contractor 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.

BACKGROUND QUESTIONNAIRES. If the Contractor was required to complete the City’s VENDEX questionnaires to qualify for this Agreement, then the Contractor 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 Contractor understands that the Corporation's reliance upon the completeness of the Contractor's answers and veracity of the information stated therein are material conditions to the Corporation's execution of this Agreement. The Contractor shall submit the appropriate Questionnaires, or if applicable, a "Certification of No Change" upon the extension or renewal of this Agreement. The Contractor shall submit newly completed Questionnaires to the Corporation every three years from the date of its last submission of completed Questionnaires so long as this agreement is in effectyears. This Agreement shall be a nullity until the Contractor submits fully completed, signed and notarized Questionnaires to the Corporation. If, for any reason, final review of the Questionnaires and the Contractor'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 Contractor’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 Contractor, the Corporation may immediately suspend or terminate this Agreement upon written notice to the Contractor if it reasonably believes that Contractor is not making such efforts. In addition, after receipt of information from NYC Health + Hospitals 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 contractor not responsible to receive a contract award, the Corporation may, in its discretion, may immediately suspend or terminate this Agreement. Such termination notice will provide the Contractor with an opportunity to contest the accuracy of the information at a hearing before a panel of Corporation officials, at which hearing the Contractor 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 Contractor 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.

BACKGROUND QUESTIONNAIRES. If the Contractor was required to complete the City’s VENDEX questionnaires to qualify for this Agreement, then the Contractor 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 CorporationSystem. The Contractor understands that the CorporationSystem's reliance upon the completeness of the Contractor's answers and veracity of the information stated therein are material conditions to the CorporationSystem's execution of this Agreement. The Contractor shall submit the appropriate Questionnaires, or if applicable, a "Certification of No Change" upon the extension or renewal of this Agreement. The Contractor shall submit newly completed Questionnaires to the Corporation System every three years from the date of its last submission of completed Questionnaires so long as this agreement is in effectyears. This Agreement shall be a nullity until the Contractor submits fully completed, signed and notarized Questionnaires to the CorporationSystem. If, for any reason, final review of the Questionnaires and the Contractor's background by the Corporation System 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 Contractor’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 Contractor, the Corporation System may immediately suspend or terminate this Agreement upon written notice to the Contractor if it reasonably believes that Contractor is not making such efforts. In addition, after receipt of information from NYC Health + Hospitals the System'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 contractor not responsible to receive a contract award, the Corporation may, in its discretion, System may immediately suspend or terminate this Agreement. Such termination notice will provide the Contractor with an opportunity to contest the accuracy of the information at a hearing before a panel of Corporation System officials, at which hearing the Contractor may be represented by counsel. In no event shall any such termination affect the CorporationSystem's obligation to pay for services satisfactorily performed and/or goods delivered in accordance with the Agreement prior to termination. The Corporation System will pay Contractor 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.