Common use of Investigations Clause in Contracts

Investigations. 15.1 The Contractor agrees to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State or City governmental agency or authority that is empowered, directly or by designation, to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 any person who has been advised that her or his statement, and any information from such statement, will not be used against her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the Owner, or any local development Owner within the City, or any public benefit Owner organized under the laws of the State of New York, or 15.2.2 any person refuses to testify for a reason other than the assertion of her or his privilege against self- incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, or any local development Owner within the City, then the commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposal, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice to the parties involved, to determine if any penalties should attach for the failure of a person to testify. 15.3 If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 The Owner or the City may impose the following penalties after a final determination by the Commissioner that penalties should attach for the failure of a person to testify: 15.4.1 the disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may be; and/or 15.4.2 the cancellation or termination of any and all such existing City or Owner contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contract, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may be. 15.4.3 The Commissioner shall consider and address, in reaching her or his determination, and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, the factors in Subsections 15.4.3.1 and

Investigations. 15.1 (a) The Contractor agrees parties to the Contract agree to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (State) or City of New York (City) governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest the Authority with respect to the transaction, submitted bid, submitted proposal, contractagreement, Contract, lease, permitlicense, or license person dealing with the Authority that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (1) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, leaseContract, permit, contract, lease or license entered into with the Authority, the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, or; 15.2.2 (2) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest inAuthority, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, leaseContract, permit, contract, lease or license entered into with the Authority, the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then City;then; (3) The Chair and Chief Executive Officer (the commissioner or agency head (each Chair and CEO of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposal, submitted proposal, contract, lease, permitAuthority, or license involved in such investigationhis/her designee, audit or inquiry shall convene a hearing, upon not no less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a person to testify. 15.3 (4) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner who convened Chair and CEO of the hearing Authority, or the Owner his/her designee, may, upon the Commissioner granting the adjournment, suspend any contractagreement, leaseContract, permit, lease or license with such party pending the final determination pursuant to Subsection 15.4.3 subsection (b) below without the City or the Owner Authority incurring any penalty or damages for delay or otherwise. 15.4 (b) The Owner or the City penalties which may impose the following penalties after attach a final determination by the Commissioner that penalties should attach for Chair and CEO of the failure of a person to testifyAuthority, or his/her designee, may include but shall not exceed: 15.4.1 the (1) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of for any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any agreement, contract, lease, permit lease or license with or from the City or the Owner, as the case may beAuthority; and/or 15.4.2 the (2) The cancellation or termination of any and all such existing City or Owner Authority agreements contracts, leases, permits leases or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractthe agreement, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner Authority incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beAuthority. 15.4.3 (c) The Commissioner Chair and CEO of the Authority, or his/her designee, shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andArticles (1) and (2) immediately below. He or she may also consider, if relevant and appropriate, the criteria established in Articles (3) and (4) immediately below in addition to any other information which may be relevant and appropriate; (1) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (2) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (3) The nexus of the testimony sought to the subject entity and its agreements, contracts, leases or licenses with the Authority. (4) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under subsection (b) above, provided that the party or entity has given actual notice to the Chair and CEO of the Authority, or his/her designee, upon the acquisition of the interest, or at the hearing called for in Section 18(a)(3) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity. (d) Definitions Used in this Section (1) The term license as used herein shall be defined as a license not granted as a matter of right. (2) The term person as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (3) The term entity as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, or leases from the Authority or otherwise transacts business with the Authority. (4) The term member as used herein shall be defined as any person associated with another person or entity as a partner, director, officer, principal or employee. (e) In addition to and not withstanding any other provision of this Contract, the Chair and CEO of the Authority, or his/her designee, may in his or her sole discretion terminate the Contract upon not less than three (3) days written notice in the event the Contractor fails to promptly report in writing to the Commissioner of the Department of Investigation of the City of New York any solicitation of money, goods, requests for future employment or other benefit or thing of value, by or on behalf of any employee of the Authority or other person, firm corporation or entity for any purpose which may be related to the procurement or obtaining of the Contract by the Contractor, or affecting the performance of the Contract.

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter "State") or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 22 (d) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractlicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 22(d) (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 22(d) (iii) and (iv) below in addition to any other information which may be relevant and appropriate. (i) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b) (ii)(A) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term "license" or "permit" as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right. (ii) The term "person" as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (iii) The term "entity" as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the City. (iv) The term "member" as used herein shall be defined as any person associated with another person or entity as a partner, director, officer, principal or employee. (f) In addition to and notwithstanding any other provision of this License the Commissioner or agency head may in his or her sole discretion terminate this License Agreement upon not less than three days written notice in the event Licensee fails to promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money

Investigations. 15.1 The Contractor agrees parties to this Agreement agree to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (“State”) or City of New York (“City”) governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (a) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, or; 15.2.2 (b) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the then: (a) The commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days days' written Notice notice to the parties involved, to determine if any penalties should attach for the failure of a person to testify. 15.3 (b) If any non-governmental nongovernmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 paragraph 15.5 below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifycommissioner or agency head may include but shall not exceed: 15.4.1 the (a) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of for any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (b) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractagreement, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 15.5 The Commissioner commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andparagraphs (a) and (b) below. He or she may also consider, if relevant and appropriate, the criteria established in paragraphs (c) and (d) below in addition to any other information which may be relevant and appropriate: (a) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (b) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (c) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (d) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under 15.4 above, provided that the party or entity has given actual notice to the commissioner or agency head upon the acquisition of the interest, or at the hearing called for in 15.3(a) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity. (a) The term "license" or "permit" as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right.

Investigations. 15.1 3.1 The Contractor agrees parties to this Contract agree to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (State) or City of New York (City) governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (a) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, or; 15.2.2 (b) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then; (a) The Agency Chief Contracting Officer or agency head (each of which is hereinafter referred to as the “Commissioner”) Agency Head whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a person to testify. 15.3 (b) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner Agency Chief Contracting Officer or Agency Head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 3.5 below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 3.4 The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyAgency Chief Contracting Officer or Agency Head may include but shall not exceed: 15.4.1 the (a) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of for any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (b) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractagreement, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on in account of such cancellation or termination; monies lawfully due for goods Goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 The Commissioner shall consider and address, in reaching her or his determination, and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, the factors in Subsections 15.4.3.1 and

Investigations. 15.1 (a) The Contractor agrees parties to the Contract agree to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (?State?) or City of New York (?City?) governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest the Authority with respect to the transaction, submitted bid, submitted proposal, contractagreement, Contract, lease, permitlicense, or license person dealing with the Authority that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (1) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, leaseContract, permit, contract, lease or license entered into with the Authority, the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, or; 15.2.2 (2) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest inAuthority, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, leaseContract, permit, contract, lease or license entered into with the Authority, the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then City;then; (3) The Chair and Chief Executive Officer (the commissioner or agency head (each ?Chair and CEO?) of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposal, submitted proposal, contract, lease, permitAuthority, or license involved in such investigationhis/her designee, audit or inquiry shall convene a hearing, upon not no less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a person to testify. 15.3 (4) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner who convened Chair and CEO of the hearing Authority, or the Owner his/her designee, may, upon the Commissioner granting the adjournment, suspend any contractagreement, leaseContract, permit, lease or license with such party pending the final determination pursuant to Subsection 15.4.3 subsection (b) below without the City or the Owner Authority incurring any penalty or damages for delay or otherwise. 15.4 (b) The Owner or the City penalties which may impose the following penalties after attach a final determination by the Commissioner that penalties should attach for Chair and CEO of the failure of a person to testifyAuthority, or his/her designee, may include but shall not exceed: 15.4.1 the (1) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of for any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any agreement, contract, lease, permit lease or license with or from the City or the Owner, as the case may beAuthority; and/or 15.4.2 the (2) The cancellation or termination of any and all such existing City or Owner Authority agreements contracts, leases, permits leases or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractthe agreement, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner Authority incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beAuthority. 15.4.3 (c) The Commissioner Chair and CEO of the Authority, or his/her designee, shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andArticles (1) and (2) immediately below. He or she may also consider, if relevant and appropriate, the criteria established in Articles (3) and (4) immediately below in addition to any other information which may be relevant and appropriate; (1) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (2) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (3) The nexus of the testimony sought to the subject entity and its agreements, contracts, leases or licenses with the Authority. (4) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under subsection (b) above, provided that the party or entity has given actual notice to the Chair and CEO of the Authority, or his/her designee, upon the acquisition of the interest, or at the hearing called for in Section 18(a)(3) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity. (d) Definitions Used in this Section (1) The term ?license? as used herein shall be defined as a license not granted as a matter of right. (2) The term ?person? as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (3) The term ?entity? as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, or leases from the Authority or otherwise transacts business with the Authority. (4) The term ?member? as used herein shall be defined as any person associated with another person or entity as a partner, director, officer, principal or employee. (e) In addition to and not withstanding any other provision of this Contract, the Chair and CEO of the Authority, or his/her designee, may in his or her sole discretion terminate the Contract upon not less than three (3) days written notice in the event the Contractor fails to promptly report in writing to the Commissioner of the Department of Investigation of the City of New York any solicitation of money, goods, requests for future employment or other benefit or thing of value, by or on behalf of any employee of the Authority or other person, firm corporation or entity for any purpose which may be related to the procurement or obtaining of the Contract by the Contractor, or affecting the performance of the Contract.

Investigations. 15.1 The Contractor agrees to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State or City governmental agency or authority that is empowered, directly or by designation, to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, , submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌If: 15.2.1 any person who has been advised that her or his statement, and any information from such statement, will not be used against her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the Owner, or any local development Owner within the City, or any public benefit Owner organized under the laws of the State of New York, or 15.2.2 any person refuses to testify for a reason other than the assertion of her or his privilege against self- incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, or any local development Owner within the City, then the commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposal, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice to the parties involved, to determine if any penalties should attach for the failure of a person to testify. 15.3 If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 The Owner or the City may impose the following penalties after a final determination by the Commissioner that penalties should attach for the failure of a person to testify: 15.4.1 the disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may be; and/or 15.4.2 the cancellation or termination of any and all such existing City or Owner contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contract, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may be. 15.4.3 The Commissioner shall consider and address, in reaching her or his determination, and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, the factors in Subsections 15.4.3.1 andand 15.4.3.2 below. The Commissioner and the Owner may also consider, if relevant and appropriate, the criteria established in Subsections 15.4.3.3 and 15.4.3.4 below in addition to any other information which may be relevant and appropriate: 15.4.3.1 The entity’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including, but not limited to, the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. 15.4.3.2 The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. 15.4.3.3 The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City or the Owner. 15.4.3.4 The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity (subject to penalties under Section 15.4 above), provided that the party or entity has given actual Notice to the Commissioner upon the acquisition of the interest, or at the hearing called for in Section 15.2 above gives Notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity.

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter “State”) or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 22(d) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this ContractLicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 22(d) (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 22(d) (i) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b) (ii)(A) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right. (ii) The term “person” as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (iii) The term “entity” as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the City. (iv) The term “member” as used herein shall be defined as any person associated with another person or entity as a partner, director, officer, principal or employee. (f) In addition to and notwithstanding any other provision of this License the Commissioner or agency head may in his or her sole discretion terminate this License Agreement upon not less than three days written notice in the event Licensee fails to promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money goods requests for future employment or other benefit or thing of value, by or on behalf of any employee of the City of other person, firm, corporation or entity for any purpose which may be related to the procurement or obtaining of this agreement by the Licensee, or affecting the performance or this License Agreement.

Investigations. 15.1 (a) The Contractor agrees parties to this license shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter “State”) or a City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 22 (d) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractlicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 22(d) (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 22(d) (iii) and (iv) below in addition to any other information which may be relevant and appropriate. (i) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b) (ii)(A) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right.

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter “State”) or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five or (5B) days written Notice to the parties involved, to determine if any penalties should attach for the failure of a person to testify. 15.3 If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 22(d) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this ContractLicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 22(d) (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 22(d) (i) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that (i) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right. (ii) The term “person” as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (iii) The term “entity” as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the City. (iv) The term “member” as used herein shall be defined as any person associated with another person or entity as a partner, director, officer, principal or employee. (f) In addition to and notwithstanding any other provision of this License the Commissioner or agency head may in his or her sole discretion terminate this License Agreement upon not less than three days written notice in the event Licensee fails to promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money goods requests for future employment or other benefit or thing of value, by or on behalf of any employee of the City of other person, firm, corporation or entity for any purpose which may be related to the procurement or obtaining of this agreement by the Licensee, or affecting the performance or this License Agreement.

Investigations. 15.1 1.1 The Contractor agrees parties to this License agree to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (State) or City of New York (City) governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (a) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, or; 15.2.2 (b) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the then; (a) The commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days days' written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a person to testify. 15.3 (b) If any non-governmental nongovernmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 paragraph 1.5 below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 1.4 The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifycommissioner or agency head may include but shall not exceed: 15.4.1 the (a) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of for any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (b) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractagreement, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 1.5 The Commissioner commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andparagraphs (a) and (b) below. He or she may also consider, if relevant and appropriate, the criteria established in paragraphs (c) and (d) below in addition to any other information which may be relevant and appropriate: (a) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (b) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (c) The nexus of the testimony sought to the subject entity and its contracts, permits or licenses with the City. (d) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under 1.4 above, provided that the party or entity has given actual notice to the commissioner or agency head upon the acquisition of the interest, or at the hearing called for in 1.3(a) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity. (a) The term "license" or "permit" as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right.

Investigations. 15.1 (A) The Contractor agrees parties to this agreement agree to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (State) or City of New York (City) governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (1) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (2) If any person refuses to testify testily for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, permit contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a person to testify. 15.3 (3) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section (D) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (C) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifycommissioner or agency head may include but shall not exceed: 15.4.1 the (a) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of for any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (b) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractagreement, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (D) The Commissioner commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andparagraphs (1) and (2) below. He or she may also consider, if relevant and appropriate, the criteria established in paragraphs (3) and (4) below in addition to any other information which may be relevant and appropriate: (1) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (2) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (3) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (4) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under 1.4 above, provided that the party or entity has given actual notice to the commissioner or agency head upon the acquisition of the interest, or at the hearing called for in 1.3(a) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity. (1) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right. (2) The term “person” as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee.

Investigations. 15.1 1.1 The Contractor agrees parties to this agreement agree to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (State) or City of New York (City) governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (a) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, or; 15.2.2 (b) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, permit contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the then; (a) The commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a person to testify. 15.3 (b) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 paragraph 1.5 below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 1.4 The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifycommissioner or agency head may include but shall not exceed: 15.4.1 the (a) The disqualification for a period Period not to exceed five (5) years from the date of an adverse determination of for any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (b) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractagreement, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 1.5 The Commissioner commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andparagraphs (a) and (b) below. He or she may also consider, if relevant and appropriate, the criteria established in paragraphs (c) and (d) below in addition to any other information which may be relevant and appropriate: (a) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (b) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person. whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (c) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (d) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under 1.4 above, provided that the party or entity has given actual notice to the commissioner or agency head upon the acquisition of the interest, or at the hearing called for in 1.3(a) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity. (a) The term "license" or "permit" as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right. (b) The term "person" as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (c) The term "entity" as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the City. (d) The term "member" as used herein shall be defined as any person associated with another person or entity as a partner, director, officer, principal or employee. 1.7 In addition to and notwithstanding any other provision of this Agreement, the Commissioner or agency head may in his or her sole discretion terminate this Agreement upon not less than three (3) days written notice in the event contractor fails to promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money, goods, requests for future employment of other benefit or thing of value, by or on behalf of any employee of the City or other person, firm, corporation or entity for any purpose which may be related to the procurement or obtaining of this Lease by the Landlord, or affecting the performance of this Lease.

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter "State") or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 22 (d) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractlicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 22(d) (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 22(d) (iii) and (iv) below in addition to any other information which may be relevant and appropriate. (i) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b) (ii)(A) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term "license" or "permit" as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right. (ii) The term "person" as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (iii) The term "entity" as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the City. (iv) The term "member" as used herein shall be defined as any person associated with another person or entity as a partner, director, officer, principal or employee. (f) In addition to and notwithstanding any other provision of this License the Commissioner or agency head may in his or her sole discretion terminate this License Agreement upon not less than three days written notice in the event Licensee fails to promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money goods requests for future employment or other benefit or thing of value, by or on behalf of any employee of the City or other person, firm, corporation or entity for any purpose which may be related to the procurement or obtaining of this agreement by the Licensee, or affecting the performance or this License Agreement.

Investigations. 15.1 (a) The Contractor agrees Parties to this Lease agree to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (“State”) or City of New York governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest the with respect to the transaction, submitted bid, submitted proposal, agreement, contract, lease, permitlicense, or license person dealing with the Landlord that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (b) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, lease or license entered into with the Landlord, the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, or; 15.2.2 (i) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by the Landlord, or a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest inLandlord or government agency, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, lease or license entered into with the Landlord, the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the ; then (ii) The commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposal, submitted bid or proposal, contract, lease, permit, permit or license involved in such investigation, audit or inquiry shall convene a hearing, upon not no less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a person to testify.; 15.3 (iii) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner commissioner or agency head who convened the hearing hearing, or the Owner his/her designee, may, upon the Commissioner granting the adjournment, suspend any agreement, contract, lease, permit, lease or license with such party pending the final determination pursuant to Subsection 15.4.3 subsection (b) below without the Landlord or City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (c) The Owner or the City penalties which may impose the following penalties after attach a final determination by the Commissioner that penalties should attach for the failure of a person to testifycommissioner or agency head, or his/her designee, may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of for any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any agreement, contract, lease, permit lease or license with or from the City Landlord or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing Landlord or City or Owner agreements contracts, leases, permits leases or licenses that the refusal to testify concerns and that have not been assigned as permitted under this ContractLease, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner Landlord incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, Landlord as the case may beapplicable. 15.4.3 (d) The Commissioner commissioner or agency head, or his/her designee, shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 subsections (i) and (ii) immediately below. He or she may also consider, if relevant and appropriate, the criteria established in subsections (iii) and (iv) immediately below in addition to any other information which may be relevant and appropriate. (i) The Party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought; (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity; (iii) The nexus of the testimony sought to the subject entity and its agreements, contracts, leases or licenses with the Landlord or the City; and (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under subsection (b) above, provided that the party or entity has given actual notice to the commissioner or agency head, or his/her designee, upon the acquisition of the interest, or at the hearing called for in Section 25(a)(iii) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity. (e) The Company, upon knowledge of such event(s), shall promptly report in writing to the Commissioner of the Department of Investigation of the City of New York any solicitation of money, goods, requests for future employment or other benefit or thing of value, by or on behalf of any employee of the Landlord or other person, firm corporation or entity for any purpose which may be related to the procurement or obtaining of the Lease by, or affecting the performance under the Lease. Failure to promptly report is an Event of Default under this Lease. (f) The Company, upon knowledge of such event(s), shall promptly report in writing to the Commissioner of the Department of Investigation of the City of New York any solicitation of money, goods, requests for future employment or other benefit or thing of value, by or on behalf of any employee of the Landlord or other person, firm corporation or entity for any purpose which may be related to the procurement or obtaining of the Lease by, or affecting the performance under the Lease. Failure to promptly report is an Event of Default under this Lease.

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter “State”) or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 22 (d) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractlicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 22(d) (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 22(d) (iii) and (iv) below in addition to any other information which may be relevant and appropriate. (i) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b) (ii)(A) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right.

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter “State”) or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the Owner, or any local development Owner within the City, or any public benefit Owner organized under the laws of the State of New York, orauthority 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 22 (d) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this ContractLicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 22(d) (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 22(d) (i) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b)(ii)(A) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right. (ii) The term “person” as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (iii) The term “entity” as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the City. (iv) The term “member” as used herein shall be defined as any person associated with another person or entity as a partner, director, officer, principal or employee. (f) In addition to and notwithstanding any other provision of this License the Commissioner or agency head may in his or her sole discretion terminate this License Agreement upon not less than three days written notice in the event Licensee fails to promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money goods requests for future employment or other benefit or thing of value, by or on behalf of any employee of the City of other person, firm, corporation or entity for any purpose which may be related to the procurement or obtaining of this agreement by the Licensee, or affecting the performance or this License Agreement.

Investigations. 15.1 25.1 The Contractor agrees to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (State) or City of New York (City) governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (a) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or, 15.2.2 (b) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the then: (a) The commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall may convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a person to testify. 15.3 (b) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 paragraph 25.5 below without the City or the Owner and Board incurring any penalty or damages for delay or otherwise. 15.4 25.4 The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifycommissioner or agency head may include but shall not exceed: 15.4.1 the (a) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of for any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beand Board; and/or 15.4.2 the (b) The cancellation or termination of any and all such existing City or Owner and Board contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractagreement, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner and Board incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beBoard. 15.4.3 25.5 The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andparagraphs (a) and (b) below. He or she may also consider, if relevant and appropriate, the criteria established in paragraphs (c) and (d) below in addition to any other information which may be relevant and appropriate: (a) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (b) The relationship of the person who refused to testify to any entity that is a party to the hearing, including but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (c) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City and the Board. (d) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under 25.4 above, provided that the party or entity has given actual notice to the commissioner or agency head upon the acquisition of the interest, or at the hearing called for in 25.3(a) above gives notice and proves that such interest was previously acquired. Under either circumstances the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity. 25.6 (a) The term "license" or "permit" as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right.

Investigations. 15.1 (a) The Contractor agrees parties to this license shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter "State") or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, or; 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then; (i) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a person to testify. 15.3 (ii) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 paragraph (e) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (d) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractlicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (e) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andparagraphs (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in paragraphs (iii) and (iv) below in addition to any other information which may be relevant and appropriate. (i) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, ad the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (d) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (c) (i) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (f) (i) The term "license" or "permit" as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right.

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter “State”) or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 below without the City or the Owner incurring any penalty or damages for delay or otherwise.upon 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this ContractLicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 22(d) (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 22(d) (i) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b) (ii)(A) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right. (ii) The term “person” as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (iii) The term “entity” as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the City. (iv) The term “member” as used herein shall be defined as any person associated with another person or entity as a partner, director, officer, principal or employee. (f) In addition to and notwithstanding any other provision of this License the Commissioner or agency head may in his or her sole discretion terminate this License Agreement upon not less than three days written notice in the event Licensee fails to promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money goods requests for future employment or other benefit or thing of value, by or on behalf of any employee of the City of other person, firm, corporation or entity for any purpose which may be related to the procurement or obtaining of this agreement by the Licensee, or affecting the performance or this License Agreement.

Investigations. 15.1 29.1 The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter “State”) or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (a) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (i) If any person refuses to testify for a reason other than the assertion of her or his a privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then; (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) Agency Head whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 29.1(c) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (b) The Owner penalties, which may attach after the Commissioner or the City may impose the following penalties after a Agency Head’s final determination by the Commissioner that penalties should attach for the failure of a person to testifymay include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this ContractLicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to before the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; the City shall pay monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to before the cancellation or termination shall be paid by the City or the Owner, as the case may betermination. 15.4.3 (c) The Commissioner or Agency Head shall consider and address, address in reaching her or his determination, a determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 29.1(c)(i) and (ii) below. The Commissioner or Agency Head may also consider, if relevant and appropriate, the criteria established in Sections 29.1(c)(iii) and (iv) below in addition to any other information that may be relevant and appropriate. (i) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under Section 29.1(b) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in Section 29.1(a)(i) above gives notice and proves that such interest was previously acquired. Under either circumstance, the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (d) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right.

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter “State”) or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry.the 15.2 If:‌ 15.2.1 (i) If any person who has been advised that her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 22(d) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this ContractLicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may be.lawfully 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 22(d) (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 22(d) (i) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b) (ii)(A) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right. (ii) The term “person” as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (iii) The term “entity” as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the City. (iv) The term “member” as used herein shall be defined as any person associated with another person or entity as a partner, director, officer, principal or employee. (f) In addition to and notwithstanding any other provision of this License the Commissioner or agency head may in her or his sole discretion terminate this License Agreement

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry related to this License conducted by a State of New York (hereinafter “State”) or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify related to this License before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (ii) If any person refuses to testify related to this License for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 22.1(d) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this ContractLicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 22.1(d) (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 22.1(d) (iii) and (iv) below in addition to any other information which may be relevant and appropriate. (i) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b) (ii)(A) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right.

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter “State”) or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 below without the City or the Owner incurring any penalty or damages for delay or otherwise.final 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this ContractLicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 22(d) (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 22(d) (i) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b) (ii)(A) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right. (ii) The term “person” as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (iii) The term “entity” as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the City. (iv) The term “member” as used herein shall be defined as any person associated with another person or entity as a partner, director, officer, principal or employee. (f) In addition to and notwithstanding any other provision of this License the Commissioner or agency head may in his or her sole discretion terminate this License Agreement upon not less than three days written notice in the event Licensee fails to promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money goods requests for future employment or other benefit or thing of value, by or on behalf of any employee of the City of other person, firm, corporation or entity for any purpose which may be related to the procurement or obtaining of this agreement by the Licensee, or affecting the performance or this License Agreement.

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter “State”) or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 23 (d) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractlicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 23(d) (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 23(d) (iii) and (iv) below in addition to any other information which may be relevant and appropriate. (i) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b) (ii)(A) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right.

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter "State") or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌(b) If any person 15.2.1 any person who (i) Who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 any person refuses (ii) Refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner or agency head then; (each of c) The penalties which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposal, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice to the parties involved, to determine if any penalties should may attach for the failure of a person to testify. 15.3 If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 The Owner or the City may impose the following penalties after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this ContractLicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 27(d)(i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 27(d) (iii) and (iv) below in addition to any other information which may be relevant and appropriate. (i) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right.

Investigations. 15.1 The Contractor agrees to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State or City governmental agency or authority that is empowered, directly or by designation, to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌If: 15.2.1 any person who has been advised that her or his statement, and any information from such statement, will not be used against her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the Owner, or any local development Owner within the City, or any public benefit Owner organized under the laws of the State of New York, or 15.2.2 any person refuses to testify for a reason other than the assertion of her or his privilege against self- incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, or any local development Owner within the City, then the commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposal, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice to the parties involved, to determine if any penalties should attach for the failure of a person to testify. 15.3 If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 The Owner or the City may impose the following penalties after a final determination by the Commissioner that penalties should attach for the failure of a person to testify: 15.4.1 the disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may be; and/or 15.4.2 the cancellation or termination of any and all such existing City or Owner contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contract, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may be. 15.4.3 The Commissioner shall consider and address, in reaching her or his determination, and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, the factors in Subsections 15.4.3.1 and

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State or City governmental agency or authority that is empowered, directly or by designation, to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry.New York (hereinafter “State”) or 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 22(d) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contractbeen (d) The Commissioner or agency head shall consider and address in reaching his or her determination and in assessing an appropriate penalty the factors in Section 22(d) (i) and (ii) below. He or she may also consider, nor if relevant and appropriate, the proceeds criteria established in Sections 22(d) (iii) and (iv) below in addition to any other information which may be relevant and appropriate. (i) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of which pledgedany person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated institutional lender for fair value prior party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the issuance Commissioner or agency head upon the acquisition of the Notice scheduling interest, or at the hearinghearing called for in (b) (ii)(A) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term “license” or “permit” as used herein shall be defined as a license, without permit, franchise or concession not granted as a matter of right. (ii) The term “person” as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (iii) The term “entity” as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the Owner incurring City. (iv) The term “member” as used herein shall be defined as any penalty person associated with another person or damages entity as a partner, director, officer, principal or employee. (f) In addition to and notwithstanding any other provision of this License the Commissioner or agency head may in his or her sole discretion terminate this License Agreement upon not less than three days written notice in the event Licensee fails to promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money goods requests for future employment or other benefit or thing of value, by or on account behalf of such cancellation any employee of the City of other person, firm, corporation or termination; monies lawfully due entity for goods delivered, work done, rentalsany purpose which may be related to the procurement or obtaining of this agreement by the Licensee, or fees accrued prior to affecting the cancellation performance or termination shall be paid by the City or the Owner, as the case may bethis License Agreement. 15.4.3 The Commissioner shall consider and address, in reaching her or his determination, and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, the factors in Subsections 15.4.3.1 and

Investigations. 15.1 The Contractor agrees to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State or City governmental agency or authority that is empowered, directly or by designation, to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, , submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 any person who has been advised that her or his statement, and any information from such statement, will not be used against her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the Owner, or any local development Owner within the City, or any public benefit Owner organized under the laws of the State of New York, or 15.2.2 any person refuses to testify for a reason other than the assertion of her or his privilege against self- incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, or any local development Owner within the City, then the commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposal, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice to the parties involved, to determine if any penalties should attach for the failure of a person to testify. 15.3 If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 The Owner or the City may impose the following penalties after a final determination by the Commissioner that penalties should attach for the failure of a person to testify: 15.4.1 the disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may be; and/or 15.4.2 the cancellation or termination of any and all such existing City or Owner contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this Contract, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may be. 15.4.3 The Commissioner shall consider and address, in reaching her or his determination, and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, the factors in Subsections 15.4.3.1 and

Investigations. 15.1 (a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter “State”) or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (ii) If any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 22 (d) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this ContractLicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 (d) The Commissioner or agency head shall consider and address, address in reaching his or her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 22(d) (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in Sections 22(d) (i) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b)(ii)(A) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity. (i) The term “license” or “permit” as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right. (ii) The term “person” as used herein shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (iii) The term “entity” as used herein shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the City. (iv) The term “member” as used herein shall be defined as any person associated with another person or entity as a partner, director, officer, principal or employee. (f) In addition to and notwithstanding any other provision of this License the Commissioner or agency head may in his or her sole discretion terminate this License Agreement upon not less than three days written notice in the event Licensee fails to promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money goods requests for future employment or other benefit or thing of value, by or on behalf of any employee of the City of other person, firm, corporation or entity for any purpose which may be related to the procurement or obtaining of this agreement by the Licensee, or affecting the performance or this License Agreement.

Investigations. 15.1 29.1 The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (hereinafter “State”) or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (a) If any person who has been advised that his or her or his statement, and any information from such statement, will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or PANYNJ, or the OwnerPort Authority of New York and New Jersey, or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, ; or 15.2.2 (i) If any person refuses to testify for a reason other than the assertion of her or his a privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision thereof, or the Owner, thereof or any local development Owner corporation within the City, then the commissioner then; (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) Agency Head whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, or license involved in such investigation, audit or inquiry shall convene a hearing, upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a any person to testify. 15.3 (B) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Subsection 15.4.3 Section 29.1(c) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 (b) The Owner penalties, which may attach after the Commissioner or the City may impose the following penalties after a Agency Head’s final determination by the Commissioner that penalties should attach for the failure of a person to testifymay include but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of any person, person or any entity of which such person was a member at the time the testimony was sought, from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits permits, or licenses that the refusal to testify concerns and that have not been assigned as permitted under this ContractLicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to before the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; the City shall pay monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to before the cancellation or termination shall be paid by the City or the Owner, as the case may betermination. 15.4.3 (c) The Commissioner or Agency Head shall consider and address, address in reaching her or his determination, a determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andSection 29.1(c)(i) and (ii) below. The Commissioner or Agency Head may also consider, if relevant and appropriate, the criteria established in Sections 29.1(c)(iii) and (iv) below in addition to any other information that may be relevant and appropriate. (i) The party’s good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under Section 29.1(b) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in Section 29.1(a)(i) above gives notice and proves that such interest was previously acquired. Under either circumstance, the party or entity must present evidence at the hearing demonstrating the potentially adverse impact a penalty will have on such person or entity.

Investigations. 15.1 ‌ a) The Contractor agrees parties to this License shall cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York ("State") or City governmental agency or authority that is empowered, empowered directly or by designation, designation to compel the attendance of witnesses and to examine witnesses under oath, oath or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. 15.2 If:‌ 15.2.1 (i) If any person who has been advised that his or her or his statement, statement and any information from such statement, statement will not be used against him or her or him in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, contract or license entered into with the City, the State, State or any political subdivision or public authority thereof, or PANYNJ, or the Owner, Port Authority of New York and New Jersey or any local development Owner corporation within the City, or any public benefit Owner corporation organized under the laws of the State of New York, or 15.2.2 or if any person refuses to testify for a reason other than the assertion of his or her or his privilege against self- self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the governmental agency that is a party in interest in, in and is seeking testimony concerning the award of, of or performance under, under any transaction, agreement, lease, permit, contract, contract or license entered into with the City, the State, State or any political subdivision thereof, or the Owner, thereof or any local development Owner within corporation with the City, then the commissioner then; (A) The Commissioner or agency head (each of which is hereinafter referred to as the “Commissioner”) whose agency is a party in interest to the transaction, submitted Proposalbid, submitted proposal, contract, lease, permit, permit or license involved in such investigation, audit or inquiry shall convene a hearing, hearing upon not less than five (5) days written Notice notice to the parties involved, involved to determine if any penalties should attach for the failure of a person to testify. 15.3 (ii) If any non-governmental party to the hearing convened in accordance with the final clause of Section 15.2 requests an adjournment, the Commissioner or agency head who convened the hearing or the Owner may, upon the Commissioner granting the adjournment, suspend any contract, lease, permit, permit or license pending the final determination pursuant to Subsection 15.4.3 section (e) below without the City or the Owner incurring any penalty or damages for delay or otherwise. 15.4 c) The Owner or the City penalties which may impose the following penalties attach after a final determination by the Commissioner that penalties should attach for the failure of a person to testifyor agency head may include, but shall not exceed: 15.4.1 the (i) The disqualification for a period not to exceed five (5) years from the date of an adverse determination of for any person, person or any entity of which such person was a member at the time the testimony was sought, sought from submitting Proposals bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City or the Owner, as the case may beCity; and/or 15.4.2 the (ii) The cancellation or termination of any and all such existing City or Owner contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this ContractLicense, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the Notice notice scheduling the hearing, without the City or the Owner incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City or the Owner, as the case may beCity. 15.4.3 d) The Commissioner or agency head shall consider and address, address in reaching her or his determination, determination and the Owner and the Commissioner shall consider and address, in assessing an appropriate penalty, penalty the factors in Subsections 15.4.3.1 andsections (i) and (ii) below. He may also consider, if relevant and appropriate, the criteria established in sections (iii) and (iv) below in addition to any other information which may be relevant and appropriate: (i) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit including, but not limited to, the discipline, discharge or disassociation of any person failing to testify, the production of accurate and complete books and records and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. (iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (c) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (b)(i)(A) above gives notice and proved that such interest was previously acquired. Under either circumstance, the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity. (i) The term "license" or "permit" as used herein shall be defined as a license, permit, franchise or concession not granted as a matter of right.