Common use of ETHICS REQUIREMENTS Clause in Contracts

ETHICS REQUIREMENTS. The Contractor and its Subcontractors shall not engage any person who is, or has been at any time, in the employ of the State to perform services in violation of the provisions of the New York Public Officers Law, other laws applicable to the service of State employees, and the rules, regulations, opinions, guidelines or policies promulgated or issued by the New York State Joint Commission on Public Ethics, or its predecessors (collectively, the “Ethics Requirements”). The Contractor certifies that all of its employees and those of its Subcontractors who are former employees of the State and who are assigned to perform services under this Contract shall be assigned in accordance with all Ethics Requirements. During the Term, no person who is employed by the Contractor or its Subcontractors and who is disqualified from providing services under this Contract pursuant to any Ethics Requirements may share in any net revenues of the Contractor or its Subcontractors derived from this Contract. The Contractor shall identify and provide the State with notice of those employees of the Contractor and its Subcontractors who are former employees of the State that will be assigned to perform services under this Contract, and make sure that such employees comply with all applicable laws and prohibitions. The Department may request that the Contractor provide it with whatever information the Department deems appropriate about each such person’s engagement, work cooperatively with the State to solicit advice from the New York State Joint Commission on Public Ethics, and, if deemed appropriate by the State, instruct any such person to seek the opinion of the New York State Joint Commission on Public Ethics. The Department shall have the right to withdraw or withhold approval of any Subcontractor if utilizing such Subcontractor for any work performed hereunder would be in conflict with any of the Ethics Requirements. The Department shall have the right to terminate this Contract at any time if any work performed hereunder is in conflict with any of the Ethics Requirements. RESPONSIBILITY REQUIREMENTS

ETHICS REQUIREMENTS. The Contractor and its Subcontractors shall not engage any person who is, or has been at any time, in the employ of the State to perform services in violation of the provisions of the New York Public Officers Law, other laws applicable to the service of State employees, and the rules, regulations, opinions, guidelines or policies promulgated or issued by the New York State Joint Commission on Public Ethics, or its predecessors (collectively, the “Ethics Requirements”). The Contractor certifies that all of its employees and those of its Subcontractors who are former employees of the State and who are assigned to perform services under this Contract shall be assigned in accordance with all Ethics Requirements. During the TermAgreement term, no person who is employed by the Contractor or its Subcontractors and who is disqualified from providing services under this Contract pursuant to any Ethics Requirements may share in any net revenues of the Contractor or its Subcontractors derived from this Contract. The Contractor shall identify and provide the State with notice of those employees of the Contractor and its Subcontractors who are former employees of the State that will be assigned to perform services under this Contract, and make sure that such employees comply with all applicable laws and prohibitions. The Department State may request that the Contractor provide it with whatever information the Department State deems appropriate about each such person’s engagement, work cooperatively with the State to solicit advice from the New York State Joint Commission on Public Ethics, Ethics and, if deemed appropriate by the State, instruct any such person to seek the opinion of the New York State Joint Commission on Public Ethics. The Department State shall have the right to withdraw or withhold approval of any Subcontractor if utilizing such Subcontractor for any work performed hereunder would be in conflict with any of the Ethics Requirements. The Department State shall have the right to terminate this Contract at any time if any work performed hereunder is in conflict with any of the Ethics Requirements. RESPONSIBILITY REQUIREMENTS.

ETHICS REQUIREMENTS. The Contractor and its Subcontractors shall not engage any person who is, or has been at any time, in the employ of the State to perform services in violation of the provisions of the New York Public Officers Law, other laws applicable to the service of State employees, and the rules, regulations, opinions, guidelines or policies promulgated or issued by the New York State Joint Commission on Public Ethics, or its predecessors (collectively, the “Ethics Requirements”). The Contractor certifies that all of its employees and those of its Subcontractors who are former employees of the State and who are assigned to perform services under this Contract Agreement shall be assigned in accordance with all Ethics Requirements. During the Term, no person who is employed by the Contractor or its Subcontractors and who is disqualified from providing services under this Contract Agreement pursuant to any Ethics Requirements may share in any net revenues of the Contractor or its Subcontractors derived from this ContractAgreement. The Contractor shall identify and provide the State with notice of those employees of the Contractor and its Subcontractors who are former employees of the State that will be assigned to perform services under this ContractAgreement, and make sure that such employees comply with all applicable laws and prohibitions. The Department State may request that the Contractor provide it with whatever information the Department State deems appropriate about each such person’s engagement, work cooperatively with the State to solicit advice from the New York State Joint Commission on Public Ethics, and, if deemed appropriate by the State, instruct any such person to seek the opinion of the New York State Joint Commission on Public Ethics. The Department State shall have the right to withdraw or withhold approval of any Subcontractor if utilizing such Subcontractor for any work performed hereunder would be in conflict with any of the Ethics Requirements. The Department State shall have the right to terminate this Contract Agreement at any time if any work performed hereunder is in conflict with any of the Ethics Requirements. RESPONSIBILITY REQUIREMENTS.

ETHICS REQUIREMENTS. The Contractor Consultant and its Subconsultants/Subcontractors shall not engage any person who is, or has been at any time, in the employ of the State to perform services in violation of the provisions of the New York Public Officers Law, other laws applicable to the service of State employees, and the rules, regulations, opinions, guidelines or policies promulgated or issued by the New York State Joint Commission on Public Ethics, or its predecessors (collectively, the “Ethics Requirements”'). The Contractor Consultant certifies that all of its employees and those of its Subconsultants/Subcontractors who are former employees of the State and who are assigned to perform services under this Contract shall be assigned in accordance with all Ethics Requirements. During the Term, no person who is employed by the Contractor Consultant or its Subconsultants/Subcontractors and who is disqualified from providing services under this Contract pursuant to any Ethics Requirements may share in any net revenues of the Contractor Consultant or its Subconsultants/Subcontractors derived from this Contract. The Contractor Consultant shall identify and provide the State with notice of those employees of the Contractor Consultant and its Subconsultants/Subcontractors who are former employees of the State that will be assigned to perform services under this Contract, and make sure that such employees comply with all applicable laws and prohibitions. The Department State may request that the Contractor Consultant provide it with whatever information the Department State deems appropriate about each such person’s engagement, work cooperatively with the State to solicit advice from the New York State Joint Commission on Public Ethics, and, if deemed appropriate by the State, instruct any such person to seek the opinion of the New York State Joint Commission on Public Ethics. The Department State shall have the right to withdraw or withhold approval of any Subconsultant/Subcontractor if utilizing such Subconsultant/Subcontractor for any work performed hereunder would be in conflict with any of the Ethics Requirements. The Department State shall have the right to terminate this Contract at any time if any work performed hereunder is in conflict with any of the Ethics Requirements. RESPONSIBILITY REQUIREMENTS.

ETHICS REQUIREMENTS. The Contractor and its Subcontractors subcontractors shall not engage any person who is, or has been at any time, in the employ of the State to perform services in violation of the provisions of the New York Public Officers Law, other laws applicable to the service of State employees, and the rules, regulations, opinions, guidelines or policies promulgated or issued by the New York State Joint Commission on Public Ethics, or its predecessors (collectively, the “Ethics Requirements”). The Contractor certifies that all of its employees and those of its Subcontractors subcontractors who are former employees of the State and who are assigned to perform services under this Contract contract shall be assigned in accordance with all Ethics Requirements. During the Term, no person who is employed by the Contractor or its Subcontractors subcontractors and who is disqualified from providing services under this Contract contract pursuant to any Ethics Requirements may share in any net revenues of the Contractor or its Subcontractors subcontractors derived from this Contract. The Contractor shall identify and provide the State with notice of those employees of the Contractor and its Subcontractors who are former employees of the State that will be assigned to perform services under this Contract, and make sure that such employees comply with all applicable laws and prohibitions. The Department State may request that the Contractor provide it with whatever information the Department State deems appropriate about each such person’s engagement, work cooperatively with the State to solicit advice from the New York State Joint Commission on Public Ethics, and, if deemed appropriate by the State, instruct any such person to seek the opinion of the New York State Joint Commission on Public Ethics. The Department State shall have the right to withdraw or withhold approval of any Subcontractor subcontractor if utilizing such Subcontractor subcontractor for any work performed hereunder would be in conflict with any of the Ethics Requirements. The Department State shall have the right to terminate this Contract at any time if any work performed hereunder is in conflict with any of the Ethics Requirements. RESPONSIBILITY REQUIREMENTS.

ETHICS REQUIREMENTS. The Contractor CONSULTANT and its Subcontractors subconsultants/subcontractors shall not engage any person who is, or has been at any time, in the employ of the State STATE to perform services in violation of the provisions of the New York Public Officers Law, other laws applicable to the service of State STATE employees, and the rules, regulations, opinions, guidelines guidelines, or policies promulgated or issued by the New York State Joint Commission on Public Ethics, or its predecessors (collectively, collectively the “Ethics Requirements”). The Contractor CONSULTANT certifies that all of its employees and those of its Subcontractors subconsultants/subcontractors who are former employees of the State and STATE who are assigned to perform services under this Contract CONTRACT shall be assigned in accordance with all Ethics Requirements. During the Termterm, no person who is employed by the Contractor CONSULTANT or its Subcontractors subconsultants/subcontractors and who is disqualified from providing services under this Contract CONTRACT pursuant to any Ethics Requirements may share in any net revenues of the Contractor CONSULTANT or its Subcontractors subconsultants/subcontractors derived from this ContractCONTRACT. The Contractor CONSULTANT shall identify and provide the State STATE with notice of those employees of the Contractor CONSULTANT and its Subcontractors subconsultants/subcontractors who are former employees of the State STATE that will be assigned to perform services under this ContractCONTRACT, and make sure that such employees comply with all applicable laws and prohibitions. The Department STATE may request that the Contractor CONSULTANT provide it with whatever information the Department STATE deems appropriate about each such person’s engagement, work cooperatively with the State STATE to solicit advice from the New York State Joint Commission on Public Ethics, and, if deemed appropriate by the StateSTATE, instruct any such person to seek the opinion of the New York State Joint Commission on Public Ethics. The Department STATE shall have the right to withdraw or withhold approval of any Subcontractor subconsultant/subcontractor if utilizing such Subcontractor subconsultant/subcontractor for any work performed hereunder would be in conflict with any of the Ethics Requirements. The Department STATE shall have the right to terminate this Contract CONTRACT at any time if any work performed hereunder is in conflict conflicts with any of the Ethics Requirements. RESPONSIBILITY REQUIREMENTS.

ETHICS REQUIREMENTS. The Contractor CONSULTANT and its Subcontractors subconsultants/subcontractors shall not engage any person who is, or has been at any time, in the employ of the State STATE to perform services in violation of the provisions of the New York Public Officers Law, other laws applicable to the service of State STATE employees, and the rules, regulations, opinions, guidelines guidelines, or policies promulgated or issued by the New York State Joint Commission on Public Ethics, or its predecessors (collectively, collectively the “Ethics Requirements”). The Contractor CONSULTANT certifies that all of its employees and those of its Subcontractors subconsultants/subcontractors who are former employees of the State and STATE who are assigned to perform services under this Contract CONTRACT shall be assigned in accordance with all Ethics Requirements. During the Termterm, no person who is employed by the Contractor CONSULTANT or its Subcontractors subconsultants/subcontractors and who is disqualified from providing services under this Contract CONTRACT pursuant to any Ethics Requirements may share in any net revenues of the Contractor CONSULTANT or its Subcontractors subconsultants/subcontractors derived from this ContractCONTRACT. The Contractor CONSULTANT shall identify and provide the State STATE with notice of those employees of the Contractor CONSULTANT and its Subcontractors subconsultants/subcontractors who are former employees of the State STATE that will be assigned to perform services under this ContractCONTRACT, and make sure that such employees comply with all applicable laws and prohibitions. The Department STATE may request that the Contractor CONSULTANT provide it with whatever information the Department STATE deems appropriate about each such person’s engagement, work cooperatively with the State STATE to solicit advice from the New York State Joint Commission on Public Ethics, and, if deemed appropriate by the StateSTATE, instruct any such person to seek the opinion of the New York State Joint Commission on Public Ethics. The Department STATE shall have the right to withdraw or withhold approval of any Subcontractor subconsultant/subcontractor if utilizing such Subcontractor subconsultant/subcontractor for any work performed hereunder would be in conflict with any of the Ethics Requirements. The Department STATE shall have the right to terminate this Contract CONTRACT at any time if any work performed hereunder is in conflict with any of the Ethics Requirements. RESPONSIBILITY REQUIREMENTS.

ETHICS REQUIREMENTS. The Contractor and its Subcontractors Custodian shall not engage any person who is, or has been at any time, in the employ of the State to perform services Services in violation of the provisions of the New York Public Officers Law, other laws applicable to the service of State employees, and the rules, regulations, opinions, guidelines or policies promulgated or issued by the New York State Joint Commission on Public Ethics, or its predecessors (collectively, the “Ethics Requirements”). The Contractor certifies that all of its employees and those of its Subcontractors who are former employees of the State and who are assigned to perform services under this Contract shall be assigned in accordance with all Ethics Requirements. During the Term, no No person who is employed by the Contractor or its Subcontractors Custodian and who is disqualified from providing services under this Contract Agreement pursuant to any Ethics Requirements may share in any net revenues of the Contractor or its Subcontractors Custodian derived from this ContractAgreement. The Contractor Custodian shall identify and provide the State with prior written notice of those employees of the Contractor and its Subcontractors Custodian who are former employees of the State that will be assigned to perform services Services under this Contract, Agreement and make sure that advise such employees of their continuing obligation to comply with all applicable laws and prohibitionsApplicable Laws. The Department State may request that the Contractor Custodian provide it with whatever information the Department State deems appropriate about each such person’s engagement, work cooperatively with the State to solicit advice from the New York State Joint Commission on Public Ethics, and, if deemed appropriate by the State, instruct any such person to seek the opinion of the New York State Joint Commission whole or in part the transaction causing such debit balance, or (iii) if any such transaction is posted to the Securities Account, reverse any such posting. In the event that Custodian, in its sole discretion, provides an overdraft to OSC, the advance will be payable on Public Ethicsdemand and, the Custodian may charge interest for such overdraft at the applicable rate of interest, which shall be as mutually, previously agreed or then-agreed upon, in writing, by the Parties or, alternatively, at the daily effective as a matter of default, from the date of such advance to the date of payment (i.e., interest will be charged only for number of overnights for any overdraft, from the date of initial advance to date of payment). Interest on such advance must be first set off by the Custodian against Earnings Credit under the State Commercial Bank Division Account (or, if applicable, any successor compensating balance account that is established in accordance with Section XI, above) that serves as a compensating balance account to the relevant overdraft account pursuant to Section XI above or, otherwise or at OSC’s discretion, may be paid directly to Custodian by OSC. No prior action or course of dealing on the Custodian’s part with respect to the settlement of transactions on State’s behalf will be asserted by OSC against the Custodian for the Custodian’s refusal to make advances to the Cash Account or to settle any transaction for which State does not have sufficient available funds in the Cash Account. The Department State shall have the right be deemed to withdraw or withhold approval of any Subcontractor if utilizing such Subcontractor for any work performed hereunder would be in conflict default with respect to any such advance upon the occurrence of the Ethics Requirements. The Department shall have State’s declaration of insolvency; the right to terminate this Contract at any time if any work performed hereunder is in conflict with any State’s filing bankruptcy under federal law; or the appointment of a trustee or custodian of all of the Ethics RequirementsState’s assets, but only to the extent any such occurrence is permitted under applicable law. RESPONSIBILITY REQUIREMENTSIn the event that the Custodian has exercised its discretion as outlined above, it shall, as soon as reasonably practicable, provide notice to OSC.

ETHICS REQUIREMENTS. The Contractor and its Subcontractors shall not engage any person who is, or has been at any time, in the employ of the State or City to perform services in violation of the provisions of the New York Public Officers Law, other laws applicable to the service of State employees, and the rules, regulations, opinions, guidelines or policies promulgated or issued by the New York State Joint Commission on Public Ethics, or its predecessors (collectively, the “Ethics Requirements”). The Contractor certifies that all of its employees and those of its Subcontractors who are former employees of the State or City and who are assigned to perform services under this Contract shall be assigned in accordance with all Ethics Requirements. During the Term, no person who is employed by the Contractor or its Subcontractors and who is disqualified from providing services under this Contract pursuant to any Ethics Requirements may share in any net revenues of the Contractor or its Subcontractors derived from this Contract. The Contractor shall identify and provide the State City with notice of those employees of the Contractor and its Subcontractors who are former employees of the State City that will be assigned to perform services under this Contract, and make sure that such employees comply with all applicable laws and prohibitions. The Department City may request that the Contractor provide it with whatever information the Department City deems appropriate about each such person’s engagement, work cooperatively with the State City to solicit advice from the New York State Joint Commission on Public Ethics, and, if deemed appropriate by the State, instruct any such person to seek the opinion of the New York State Joint Commission on Public Ethics. The Department City shall have the right to withdraw or withhold approval of any Subcontractor if utilizing such Subcontractor for any work performed hereunder would be in conflict with any of the Ethics Requirements. The Department City shall have the right to terminate this Contract at any time if any work performed hereunder is in conflict with any of the Ethics Requirements. RESPONSIBILITY REQUIREMENTSEstablish a practice of obtaining a list of all staff proposed by vendors and reviewing it to identify any former City employees. If a former City employee is identified, review his/her employment history to ensure it is appropriate and allowable under the Public Officers Law.

ETHICS REQUIREMENTS. The Contractor CONTRACTOR and its Subcontractors subcontractors shall not engage any person who is, or has been at any time, in the employ of the State DEPARTMENT to perform services in violation of the provisions of the New York Public Officers Law, other laws applicable to the service of State DEPARTMENT employees, and the rules, regulations, opinions, guidelines or policies promulgated or issued by the New York State Joint Commission on Public Ethics, or its predecessors (collectively, the “"Ethics Requirements”"). The Contractor CONTRACTOR certifies that all of its employees and those of its Subcontractors subcontractors who are former employees of the State DEPARTMENT and who are assigned to perform services under this Contract shall be assigned in accordance with all Ethics Requirements. During the Term, no person who is employed by the Contractor CONTRACTOR or its Subcontractors subcontractors and who is disqualified from providing services under this Contract pursuant to any Ethics Requirements may share in any net revenues of the Contractor CONTRACTOR or its Subcontractors subcontractors derived from this Contract. The Contractor CONTRACTOR shall identify and provide the State DEPARTMENT with notice of those employees of the Contractor CONTRACTOR and its Subcontractors subcontractors who are former employees of the State DEPARTMENT that will be assigned to perform services under this Contract, Contract and make sure ensure that such employees comply with all applicable laws and prohibitions. The Department DEPARTMENT may request that the Contractor CONTRACTOR provide it with whatever information the Department DEPARTMENT deems appropriate about each such person’s 's engagement, work cooperatively with the State DEPARTMENT to solicit advice from the New York State Joint Commission on Public Ethics, and, if deemed appropriate by the StateDEPARTMENT, instruct any such person to seek the opinion of the New York State Joint Commission on Public Ethics. The Department DEPARTMENT shall have the right to withdraw or withhold approval of any Subcontractor subcontractor if utilizing such Subcontractor subcontractor for any work performed hereunder would be in conflict with any of the Ethics Requirements. The Department DEPARTMENT shall have the right to terminate this Contract at any time if any work performed hereunder is in conflict with any of the Ethics Requirements. RESPONSIBILITY REQUIREMENTS.